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HomeMy WebLinkAboutAgenda Packet City Council - 09/22/2015Corpus Christi Meeting Agenda - Final City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, September 22, 2015 11:30 AM Council Chambers Public Notice - - THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. Members of the audience will be provided an opportunity to address the Council at approximately 12:00 p.m., or the end of the Council Meeting, whichever is earlier. Please speak into the microphone located at the podium and state your name and address. Your presentation will be limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Si Usted desea dirigirse al Concilio y cree que su ingles es limitado, habra un interprete ingles-espanol en todas las juntas del Concilio para ayudarle. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office (at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. A. Mayor Nelda Martinez to call the meeting to order. B. Invocation to be given by Pastor Kevin Jennings, Mt. Olive Lutheran Church. C. Pledge of Allegiance to the Flag of the United States to be led by Captain Christopher White, Police Department. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. E. Proclamations / Commendations 1. 15-1059 Proclamation declaring September 26, 2015, "Coastal Bend Walk 'N Roll Celebration for Disability Awareness Day". Proclamation declaring September 27 - October 4, 2015, "1965 Roy Miller Class 50th Reunion Week". Swearing-in Ceremony for Newly Appointed Board, Commission, and Committee Members. F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Corpus Christi Page 1 Printed on 9/22/2015 City Council Meeting Agenda - Final September 22, 2015 PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. OTHER H. EXECUTIVE SESSION: (ITEMS 2 - 3) PUBLIC NOTICE is given that the City Council may elect to go into executive session at any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into executive session on the following matters. If 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. The City Council may deliberate and take action in open session on any issue that may be discussed in executive session. The description of an item in "Executive Sessions" constitutes the written interpretation by the City Attorney of Chapter 551 of the Texas Government Code and his determination that said item may be legally discussed in Closed Meeting in compliance with Chapter 551 the Texas Government Code. 2. 15-1074 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 claim against City by Groomer's Seafood of San Antonio, Inc. and potential special warranty and release of claims related to provision of water service to 4002 East Causeway Boulevard, installation of 560 linear feet of 8" PVC water line with tie-ins to the existing water line in the street at/near said address, and installation of a fire hydrant, open cut of road, and required asphalt pavement repair and other infrastructure related thereto. 3. 15-1065 Executive session pursuant to Texas Government Code § 551.071 for consultation with attorneys regarding collective bargaining negotiations and/or the collective bargaining agreements between the City of Corpus Christi and the Corpus Christi Firefighters' Association. Corpus Christi Page 2 Printed on 9/22/2015 City Council Meeting Agenda - Final September 22, 2015 I. MINUTES: 4. 15-1058 Regular Meeting of September 15, 2015 Attachments: Minutes - September 15, 2015.pdf J. BOARD & COMMITTEE APPOINTMENTS: 5. 15-1057 Corpus Christi Downtown Management District Padre Isles Municipal Management District Attachments: Corpus Christi Downtown Management District.pdf Padre Isles Municipal Management District.pdf K. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed; may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance; or may modify the action specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting; such agendas are incorporated herein for reconsideration and action on any reconsidered item. L. CONSENT AGENDA: (ITEMS 6 - 12) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 6. 15-0938 Authorizing an outside city limits water contract, located at 746 Mckinzie Road Resolution authorizing the City Manager or his designee to enter into an outside city limits water contract with Richard & Vicky Ranly to provide public water to their property located outside the city limits described as Rowena Shaeffer Lands, 21.00 Acres of Land out of a 100 Acre Tract out of B.S. & F., Lots 1 & 2; also commonly known by its street address as 746 Mckinzie Road under Section 55-111, Code of Ordinances. Attachments: Agenda Memo - 746 Mckinzie Rd OCL Water Contract Resolution - with Water Contract and Exhibit A Aerial Map - 746 Mckinzie 7. 15-0939 Professional Services Contract - Amendment No. 1 for the Ocean Drive Park Improvements - Swantner Park (Bond 2012) Corpus Christi Page 3 Printed on 9/22/2015 City Council Meeting Agenda - Final September 22, 2015 Motion authorizing the City Manager, or designee, to execute Amendment No. 1 to the Contract for Professional Services with HDR Engineering, Inc. of Corpus Christi, Texas in the amount of $113,900.00, for a total revised fee of $150,900.00 for Ocean Drive Park Improvements - Swantner Park, for design and bid phase services. (Bond 2012) Attachments: Agenda Memo - Swantner Park.docx Contract - Ocean Drive Park Improvements - Swantner Park.pdf Project Budget - Ocean Drive Park Improvements.xlsx Location Map - Swantner Park.pdf Presentation - Swantner Park 8. 15-0950 Engineering Change Order No. 1 for Navigation Boulevard from Up River Road to Leopard Street (Bond 2012) Motion authorizing the City Manager, or designee, to execute Change Order No. 1 to a construction contract as a final settlement with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $235,000.00 for the Navigation Boulevard from Up River Road to Leopard Street project. (Bond 2012) Attachments: Agenda Memo - Navigation Change Order Project Budget - Navigation with formulas Location Map - Navigation Boulevard (Up River Road to Leopard Street) Bond 2 Presentation - Navigation Street Project 9. 15-0911 Upgrade Kronos Time Reporting System to Version 8 Resolution authorizing the City Manager, or designee, to execute a conversion implementation agreement and a 36 -month hosting services agreement with Kronos for a combined total of $366,421.78, ($118,394.76 annually for three years and a one-time cost of $11,237.50) to upgrade the existing Kronos time reporting system, with the hosting agreement to renew annually subject to sufficient appropriations and payment of hosting fees. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. Attachments: Agenda Memo - KRONOS Conversion Upgrade Resolution - KRONOS Conversion Upgrade Order Form - City of Corpus Christi - SaaS Conversion Terms and Conditions - City of Corpus Christi - SaaS Statement of Work Upgrad to v.8 - City of Corpus Christi - SaaS Conversion - N Statement of Work Educational Svcs. - City of Corpus Christi - SaaS Conversior 10. 15-1029 Assessment of the Efficiency and Effectiveness of the City of Corpus Christi's Financial Services Department Corpus Christi Page 4 Printed on 9/22/2015 City Council Meeting Agenda - Final September 22, 2015 Motion authorizing the City Manager or designee to execute a consultant agreement with CliftonLarsonAllen LLP. (CLA) to assess the efficiency and effectiveness of the City of Corpus Christi Financial Services Department for an amount not to exceed $168,000. Funding is available in the Financial Services Department Budget for fiscal year 2014/2015. Attachments: Agenda Memo - Financial Services Assessment Scope of Work - Financial Services Assessment Presentation - Financial Services Assessment 11. 15-0931 Second Reading Ordinance - Street Closure at Navigation Industrial Park, located west of N Omaha Drive and north of Agnes Street (1st Reading 9/15/15) Ordinance abandoning and vacating an undeveloped and unsurfaced 22,021 -square foot (0.51 acres) portion of a 60 -foot wide public right-of-way, portion out of Navigation Industrial Park Section 2, a map which is recorded in Volume 27, Page 90, Map records of Nueces County, Texas Tracts, and requiring the owner, Omaha Drive Capital Partners, LTD to comply with specified conditions. Attachments: Agenda Memo - Terminal Street Ordinance - Terminal Street including all exhibits Aerial Map - Terminal Street Presentation 12. 15-0986 Second Reading Ordinance - Accepting and appropriating grant funds for Public Health Emergency Preparedness Laboratory Response Program (1st Reading 9/15/15) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the CPS -LABORATORY RESPONSE NETWORK-PHEP grant in the amount of $201,123, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide continued emergency preparedness and response laboratory activities for the contract period July 1, 2015, through June 30, 2016; and ratifying acceptance of the grant agreement to begin as of July 1, 2015. Attachments: Agenda Memo - LRN-PHEP Grant 7-1-2015 through 6-30-2016 Odinance - LRN-PHEP FY16 grant Grant Award - LRN-PHEP (2016-001139-00) 7-1-2015 to 7-1-2016 (Pending Cc M. PUBLIC HEARINGS: (NONE) Corpus Christi Page 5 Printed on 9/22/2015 City Council Meeting Agenda - Final September 22, 2015 N. REGULAR AGENDA: (ITEMS 13 - 17) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 13. 15-0949 Second Reading Ordinance - Adopting Proposed FY 2015-2016 Operating Budget (1st Reading 9/15/15) Ordinance adopting the City of Corpus Christi budget for the ensuing fiscal year beginning October 1, 2015; to be filed with the County Clerk; appropriating monies as provided in the budget; and providing for severance. Attachments: Agenda Memo - Adoption of FY 2015-2016 Operating Budget, 1st Reading Ordinance - FY 2015-2016 Budget Schedule of Amendments 14. 15-0956 Second Reading Ordinance - Approving the Fiscal Year 2015 - 2016 Capital Budget and Capital Improvement Planning Guide (1st Reading 9/15/15) Ordinance approving the Fiscal Year 2015 - 2016 Capital Budget and Capital Improvement Planning Guide in the amount of $190,587,200. Attachments: Agenda Memo - CIP Budget Ordinance - CIP Budget Schedule of Adlustments - Attachment 1 Presentation - Fiscal Year 2015-16 CIP 15. 15-0975 Proposed FY2015-2016 Parks and Recreation Fees Resolution adding new rental and recreational use fees for fiscal year 2015-2016 and providing for publication; effective date; and severance of the same. Attachments: Agenda Memo - FY16 New Fees Parks and Recreation Resolution w Exhibit A - FY16 P&R Fees Proposed Fee Schedule - Attach FY16 P&R Presentation - Parks & Rec New Fees and Fee Increases FY16 16. 15-0965 Approval of Professional Services Contracts, Capital Programs Staff Augmentation Motion authorizing the City Manager, or designee, to execute Professional Services Agreements (PSAs) totaling in the amount of $2,596,695 to provide necessary staff augmentation to the Capital Programs Department. Corpus Christi Page 6 Printed on 9/22/2015 City Council Meeting Agenda - Final September 22, 2015 Attachments: Agenda Memo - Staff Augmentation Presentation - Capital Programs Staff Augmentation REV.pptx 17. 15-0789 Second Reading Ordinance - Lease Agreement for Installation of Air Monitoring Station at 4801 Holly Road (Requires 28 -day delay between readings) (1st Reading 8/25/15) 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 A&M University System (TAMUS) for installation and operation of an air quality monitoring station on tracts of land containing 9 square feet and 1,350 square feet, located at Holly Road Pumping Station, 4801 Holly Road, Corpus Christi, Texas; providing for severance; and providing for publication. (Requires 28 day delay between 1st and 2nd readings). Attachments: Agenda Memo - Lease Agreement TAMUS Location Map - Lease Agreement TAMUS Ordinance - Lease Agreement TAMUS Lease Agreement - TAMUS O. FIRST READING ORDINANCES: (ITEMS 18 - 20) 18. 15-0961 First Reading Ordinance - Construction Contract and Construction Materials Testing Contract for Williams Drive Phase 3 from Staples Street to Airline Road (Bond 2012) Ordinance appropriating anticipated revenues; authorizing the City Manager or designee to execute a construction contract with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $8,698,783.50 for the Base Bid; and to execute a construction materials testing contract with Tolunay-Wong Engineers, Inc. of Corpus Christi, Texas in the amount of $112,135 for Williams Drive Phase 3 from Staples Street to Airline Road (BOND 2012). Attachments: Agenda Memo - Williams Drive Phase 3.docx Ordinance - Williams Drive Phase 3.docx Project Budget - Williams Drive Phase 3.xlsx Location Map - Williams Drive Phase 3.pdf Testing Contract - Williams Drive Phase 3.pdf Advance Funding Agreement - Williams Drive Phase 3 Presentation - Williams Drive Phase 3 19. 15-1054 First Reading Ordinance - Appropriating capital proceeds accrued from June 1, 2014 through July 31, 2015 in their respective Capital Improvement Program Funds Corpus Christi Page 7 Printed on 9/22/2015 City Council Meeting Agenda - Final September 22, 2015 Ordinance appropriating amounts of (a) $13,184.50; (b) $290,604.57 (c) $484,822.06; (d) $47,395.11; and (e) $192,120.28 into the Airport CIP, Bond Proceed, Utility Revenue Bond, Specialty Bond Proceeds and other Unappropriated Funds, respectively, for the following purposes: City's match for future FAA Grant Projects, Bayfront, Public Facilities, Fire, Police, Public Health and Safety, Sanitary Landfill, Convention Center, Parks, and Streets, and as further detailed in the Attachment 1; changing the FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 to increase expenditures accordingly. Attachments: Agenda Memo - Appropriations Ordinance - Appropriation Attachment 1 - Appropriations from CIP Funds 20. 15-0980 First Reading Ordinance - Appropriating funds for the City Website Redesign Ordinance authorizing City Manager or designee to execute a Statement of Work to purchase web design services from Digital Results LLC, dba Springbox, in accordance with Texas Department of Information Resources contract DIR-TSO-2619 in the amount of $185,081.04; appropriating $185,081.04 from the unreserved fund balance of the No. 1020 General Fund; changing the FY 2014-2015 Operating Budget adoped by Ordinance 030294 to increase expenditures by $185,081.04. Attachments: Agenda Memo Website Redesign Ordinance - Website Redesign Springbox Statement of Work Presentation - Website Redesign P. FUTURE AGENDA ITEMS: (ITEMS 21 - 37) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 21. 15-1011 Purchase and Lease Purchase of sixty-two (62) Police Vehicles Resolution rejecting non -local bids and accepting the local bid of AutoNation Ford -Corpus Christi ("AutoNation") for the lease -purchase of 20 sedans; accepting the only bid from Silsbee Ford for the purchase of two sport utility vehicles; rejecting a non -local bid and accepting the local bid of AutoNation for the purchase of 42 sport utility vehicles; and authorizing the City Manager, or designee, to execute all necessary agreements for the purchase and financing of 62 vehicles totaling $1,673,260.12. Silsbee Ford Silsbee, TX AutoNation Ford Corpus Christi, TX Corpus Christi Page 8 Printed on 9/22/2015 City Council Meeting Agenda - Final September 22, 2015 Item 2 $74,790.00 Purchase Lease -Purchase Interest for Lease Total Cost Item 1 & 3 $1,567,800.00 $1,169,590.00 $473,000.00 $30,670.12 $1,673,260.12 Attachments: Agenda Memo - Police Vehicles Resolution Rejecting Low NonLocal Bid for Low and for Only Bid CCPD Fleet VI Bid Tabulation - Police Vehicles.xlsx 22. 15-1051 Purchase and Lease Purchase of forty-eight (48) Vehicles Motion approving the purchase of fifteen vehicles and the lease -purchase of thirty-three vehicles from Caldwell Country Chevrolet, Caldwell, Texas for a total amount of $1,451,711.48. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds for the purchase of the vehicles have been budgeted in FY 2014-2015. Financing for the lease -purchase of the vehicles will be provided through the City's lease -purchase financing contractor. Purchase - Lease Purchase - Interest for Lease - Total Cost $416,532.28 $972,143.73 $63,035.47 $1,451,711.48 Attachments: Agenda Memo - Vehicles.docx Price Sheet - Vehicles (2) Justification Memo -Purchase and Lease -Purchase of Vehicles 23. 15-1033 Lease -Purchase of four (4) Heavy CNG Trucks for the Street Department Motion approving the lease -purchase of four heavy compressed natural gas (CNG) trucks from Corpus Christi Freightliner of Corpus Christi, Texas for a total cost of $641,491.90. The award is based on the cooperative purchasing agreement with the Houston -Galveston Area Council of Governments (H -GAC). Funding is available from the city's lease -purchase financing contractor. Purchase Price - $602,429.36 Interest for Lease - $39,062.54 Total Cost $641,491.90 Corpus Christi Page 9 Printed on 9/22/2015 City Council Meeting Agenda - Final September 22, 2015 Attachments: Agenda Memo - Heavy CNG Trucks.docx Price Sheet - Heavy CNG Trucks.xlsx 24. 15-1035 Lease -Purchase of two (2) Bucket Trucks for the Street Department Motion approving the lease -purchase of two bucket trucks from Grande Truck Center of San Antonio, Texas for a total cost of $200,502.80. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funding is available from the city's lease -purchase financing contractor. Purchase Price - $188,293.52 Interest for Lease - $12,209.28 Total Cost $200,502.80 Attachments: Agenda Memo - Bucket Trucks.docx Price Sheet - Bucket Trucks.xlsx 25. 15-1049 Purchase of two (2) Sport Utility Vehicles for Code Enforcement Motion approving the purchase of two sport utility vehicles from Caldwell Country Ford in accordance with the State of Texas Cooperative Purchasing Program for a total expenditure of $53,218.00. Funds have been budgeted by Code Enforcement in FY 2014- 2015. Attachments: Agenda Memo -SUVs.docx Price Sheet - SUVs.xlsx 26. 15-0993 Purchase of Meter Transmission Units for the Water Department Resolution finding that competitive bids are not required for a procurement from Aclara Technologies, LLC, and authorizing the City Manager, or designee, to execute an agreement with Aclara Technologies, LLC, for $463,312 to purchase 7,384 meter transmission units. Attachments: Agenda Memo - Meter Transmission Units.docx Price Sheet - Meter Transmission Units.xlsx Quote - Meter Transmission Units.pdf Resolution - Meter Transmission Units Alcara vFinal 20150911 27. 15-1008 Lease -Purchase of Curbside Refuse and Recycle Containers for Customer Use Motion approving the lease -purchase of 10,616 96 -gallon curbside refuse containers and 1,870 96 -gallon curbside recycle containers from Cascade Cart Solutions, Grand Rapids, MI for the total amount of Corpus Christi Page 10 Printed on 9/22/2015 City Council Meeting Agenda - Final September 22, 2015 $626,916.01. The award is based on the cooperative purchasing agreement with the Houston -Galveston Area Council of Government (H -GAC). The containers will be used in the City's automated collection program. Funding is available from the city's lease purchase financiing contractor. Purchase Price - $588,741.04 Interest for Lease - $38,174.97 Total Cost $626,916.01 Attachments: Agenda Memo - Curbside Refuse and Recycle Containers.docx Price Sheet -Curbside Refuse and Recycle Containers.xls 28. 15-1039 Service Agreement to expand the citywide integrated mapping system in Maximo Resolution finding that competitive bids are not required for a procurement from Pierpoint Technologies, LLC, dba ActiveG, and authorizing the City Manager, or designee, to execute an agreement with ActiveG for $66,800 to expand the citywide integrated mapping system in Maximo to include additional building and location attributes to improve work order management. Attachments: Agenda Memo - Integrated Mapping System in Maximo.docx Resolution - Integrated Mapping System in Maximo Statement of Work & Quotation - Integrated Mapping System in Maximo.pdf Service Agreement -Integrated Mapping System in Maximo.pdf 29. 15-1038 Merchant Account Services Agreement to allow the City to receive credit and debit card payments Motion approving a service agreement with Fidelity Information Services, LLC (FIS) to provide a Merchant Account for Credit/Debit Card payments for an estimated annual expenditure of $692,948.86, based on lowest responsive proposal in accordance with Request for Proposal No 45. The agreement is established for a three year period with options to extend the agreement for up to two additional twelve month periods, subject to the approval of the City Manager or designee and the service provider. Funding is available in the various using department operational budgets. Attachments: Agenda Memo - Merchant Account Services Price Sheet - Merchant Account Services Agreement - Merchant Account Services 30. 15-1030 Upgrade Automated Fingerprint Identification System (AFIS) Resolution finding that competitive bids are not required for procurement Corpus Christi Page 11 Printed on 9/22/2015 City Council Meeting Agenda - Final September 22, 2015 from 3M Cogent, Inc., and authorizing the City Manager, or designee, to execute agreements with 3M Cogent, Inc., totaling $98,949.60 for the purchase of software and hardware to upgrade the existing automated fingerprint identification system. Attachments: Agenda Memo - AFIS Upgrade.docx Resolution - Sole Source 3M Cogent Upgrade 20150909 Price Sheet - AFIS Upgrade 31. 15-1046 Hiring the External Auditor for the FY 2015 Audit Motion authorizing the City Manager or his designee to execute a service agreement with Collier, Johnson, & Woods, P.C., of Corpus Christi, Texas, to provide professional auditing services for fiscal year (FY) 2014-2015 in an amount not to exceed $185,000. Attachments: Agenda Memo - Selection of External Auditor (2).doc 2015 City Engagement Letter.pdf 32. 15-0992 Purchase Network Equipment for City Hall, Public Safety, and Library Facilities Motion approving a purchase with Computer Solutions of San Antonio, Texas, for network hardware equipment based on the cooperative purchasing agreement with the Texas Department of Information Resources (DIR) for an estimated total amount of $229,675.50. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. Attachments: Agenda Memo - Network Hardware Upgrade Letter of Engagement - NetworkUpqrade v1.0 Agreement - NetworkUpgradesRev2 33. 15-1037 Amendment No. 3 to the Information Technology Contract for Project Management Motion authorizing the City Manager or designee to execute Amendment No. 3 to the Information Technology Contract LMR Consulting aka Upland Software dba EPM Live from Carlsbad, CA in the amount of $102,274.40, for a re -stated fee of $227,399.60 for the implementation of Project Management Software. Attachments: Agenda Memo - EPM Live Amendment 3 Project Budget - EPM Live Amendment 3.xlsx Contract - EPM Live Amendment 3.pdf Presentation - EPM Live CO 3 34. 15-1027 Amendment No. 1 to the Engineering contract for Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements Corpus Christi Page 12 Printed on 9/22/2015 City Council Meeting Agenda - Final September 22, 2015 Motion authorizing the City Manager or designee to execute Amendment No. 1 to the engineering contract with Coym, Rehmet and Gutierrez Engineering, L.P. of Corpus Christi, Texas in the amount of $89,942 for a total restated fee not to exceed $175,896 for the Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements for design, bid and construction phase services. Attachments: Agenda Memo - Greenwood WWTP Project Budget - Greenwood WWTP.xls Location Map - Greenwood WWTP.pdf Contract - Greenwood WWTP Presentation - Greenwood WWTP 35. 15-1043 Resolution Supporting the Application of the Downtown Management District for hosting Texas Downtown Association Conference Resolution supporting the Corpus Christi Downtown Management District submission of an application to host the 2017 Texas Downtown Association Conference. Attachments: Agenda Memo - 2017 TDA Conference Application Resolution - 2017 TDA Conference 36. 15-1021 Approving the FY 2016 Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau Motion authorizing the City Manager or designee to execute an Amended Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau (CCCVB) for a period ending September 30, 2018. Attachments: Agenda Memo - FY 2016 CVB Agreement Agreement - FY 2016 CCCVB Consulting Services Signed Redlined Agreement - FY 2016 CVB 37. 15-1022 Interlocal Agreement with the Downtown Management District Resolution authorizing Interlocal Agreement with Corpus Christi Downtown Management District. Attachments: Agenda Memo - FY 2016 DMD Interlocal Resolution - FY 2016 DMD Interlocal Agreement - FY 2016 DMD Interlocal Redlined Agreement - FY2016 DMD Interlocal Q. DISCUSSION ITEM FOR AD HOC RESIDENTIAL STREET INFRASTRUCTURE ADVISORY COMMITTEE (ITEM 38) Corpus Christi Page 13 Printed on 9/22/2015 City Council Meeting Agenda - Final September 22, 2015 38. 15-1073 Discussion and possible action regarding the Resolution Approving the Formation of an Ad Hoc Residential Street Infrastructure Advisory Committee Attachments: Agenda Memo - Discussion - Formation of Ad Hoc Street Committee Draft Resolution - Residential Street Ad Hoc Committee v.6 Committee Disclosure Statement R. BRIEFINGS: (NONE) 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. S. LEGISLATIVE UPDATE: This item is for Council's informational purposes only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. T. ADJOURNMENT Corpus Christi Page 14 Printed on 9/22/2015 Corpus Christi Meeting Minutes City Council 1201 Leopard Street Corpus Christi, TX 78401 cctexas.com Tuesday, September 15, 2015 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 Rod Young, Church of Hope. Pastor Rod Young gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Jay Ellington, Director of Parks and Recreation. Jay Ellington 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 verified that a quorum of the Council and the required Charter Officers were present to conduct the meeting. (Note: Council Member Magill arrived at 11:36 a.m.) Charter Officers: City Manager Ron Olson, City Attorney Miles K. Risley, and City Secretary Rebecca Huerta. Present: 9 - Mayor Nelda Martinez,Council Member Rudy Garza,Council Member Chad Magill,Council Member Colleen Mclntyre,Council Member Lillian Riojas,Council Member Lucy Rubio,Council Member Brian Rosas,Council Member Mark Scott, and Council Member Carolyn Vaughn E. Proclamations / Commendations 1. Proclamation declaring September 13-19, 2015, "United States Constitution Week". Proclamation declaring September 17, 2015, "Mission of Mercy Mobile Medical Program Clinic Day". Commendation recognizing Carl's Flowers and the Muenzenberger Family for 43 years of dedicated service to the citizens of Corpus Christi and the Coastal Bend. Corpus Christi Page 1 Printed on 9/21/2015 City Council Meeting Minutes September 15, 2015 Mayor Martinez presented a Certification of Commendation recognizing Carl's Flowers and the proclamations. G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. OTHER City Manager Olson stated that Executive Director of Utilities Mark Van Vleck would report on the status of water system. Mr. Van Vleck discussed the use of disinfectant in the city's water system, and how it could have affected the chlorine levels in the water. Under normal conditions, the disinfectant used is chloramine, a mixture of chlorine and ammonia. He discussed the benefits of using chloramine: better taste, promotes growth of biofilm that protects pipes, and it is longer lasting. The byproduct of the mixture is nitrogen, which keeps the biofilm alive. The rate at which the nitrogen is released into the system is dependent upon the water temperature and the rate at which the water moves through the system. If nitrogen levels are too high, the biofilm could thicken and hide bacteria. He said staff suspects that the low chlorine levels in the water system could have been caused by a combination of factors, including closed valves that reduced water flow, continuous rain events that reduced water usage, and the thickening of the biofilm. Due to the low chlorine levels, the water boil advisory was issued. To address the issue, Mr. Van Vleck stated that the disinfectant has been switched to free chlorine, which will remove the biofilm entirely because without nitrogen, it will die. The city is also increasing the water flow through the system by flushing out hydrants, opening valves, and allowing citizens to water grass more frequently. He said the data indicates the whole city should be released from the water boil notice by the end of the week. Mr. Van Vleck stated that the free chlorine would stay in the system for 45-60 days. Moving forward, he said staff would be systematically flushing out more dead end mains, and considering whether to occasionally switch to free chlorine for a 45-60 day period beginning in January 2017. Other ideas would be to switch to pure chlorine if a trigger was present, such as after a continuous rain event that extended for a 60-90 day period. Council members spoke regarding the following issues: a strategic plan; distribution of a water nitrification report; why valves were closed unknown to staff; citizen complaints about the taste and odor of the water; concern the water boil notice would cause citizens to lose confidence in the city; how many other cities have undergone a water boil; citizen concerns that the chlorine in the water system was a health risk. F. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. PLEASE LIMIT PRESENTATIONS TO THREE MINUTES. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Mayor Martinez called for comments from the public. Jack Gordy, 4118 Bray, spoke regarding Americans with Disabilities Act (ADA) -related mediation regarding palm trees located on Airline Road. City Manager Olson clarified that: previous presentations related to this ADA issue have been provided to the City Council; a booklet relating to this subject was to be provided to Corpus Christi Page 2 Printed on 9/21/2015 City Council Meeting Minutes September 15, 2015 Council Members today; and that the City is not in violation of, but in compliance with the ADA. Gloria Scott, 4422 South Alameda, spoke regarding Plan CC 2035 and requested that City Manager Ron Olson meet with the residents in the Washington Coles/Hillcrest neighborhood regarding the negative effects that the proposed red route to replace the Harbor Bridge will have on those neighborhoods. City Manager Olson clarified that, before such a meeting may be held, resolution to legal complications regarding this issue need to be reached in order that the City's legal position is not compromised. Susie Luna Saldana, 4710 Hakel, spoke regarding taxes related to recent bond issuances; in opposition to city council increasing water rates; and late charges on citizens' water bills. City Manager Olson clarified that increases in water and sewer rates related to utility work required under streets to be repaired in recent bond issuances were disclosed in the information made public regarding the election. Abel Alonzo, 1701 Thames, spoke regarding the agenda of a minority of the community and the necessity of taxes to fund city government. Walter Saganice, 3449 Picadilly Lane, spoke in support of the City Council; the cost of and funding sources for street repairs; and in opposition to City Council -initiated referendums. I. MINUTES: 3. Regular Meeting of September 8, 2015 Mayor Martinez referred to approval of the minutes. Council Member McIntyre made a motion to approve the minutes, seconded by Council Member Magill and passed unanimously. J. BOARD & COMMITTEE APPOINTMENTS: 4. Committee for Persons with Disabilities Corpus Christi Convention and Visitors' Bureau Mayor Martinez referred to board and committee appointments. The following appointments were made: Committee for Persons with Disabilities Council Member Magill made a motion to appoint Donnie Contreras and Dalia Gutierrez, seconded by Council Member McIntyre and passed unanimously. Corpus Christi Convention & Visitors Bureau Council Member McIntyre made a motion to reappoint Kaushik Bhakta (Hotel Industry), Angie Flores Granado (At -Large), and Rakesh Patel (Hotel Industry), seconded by Council Member Magill and passed unanimously. Council Member McIntyre made a motion to appoint Richard Glover (Attraction Industry), Brooke Senterfitt-Montes (Restaurant Industry), and Eduardo (Eddie) Garcia (At -Large), seconded by Council Member Riojas and passed unanimously. K. EXPLANATION OF COUNCIL ACTION: Corpus Christi Page 3 Printed on 9/21/2015 City Council Meeting Minutes September 15, 2015 L. CONSENT AGENDA: (ITEMS 5 - 13) Mayor Martinez referred to the Consent Agenda Items. There were no comments from the public. Council Member McIntyre requested that Item 9 be pulled for individual consideration. Approval of the Consent Agenda A motion was made by Council Member McIntyre, seconded by Council Member Riojas, to approve the Consent Agenda with the exception of Item 9. The motion carried by the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 5. Contract for 9-1-1 Location Data Management 6. Motion authorizing the City Manager or his designee to execute a contract with Intrado Systems Corporation in the amount of $465,312.85 of which $27,954.25 for one time cost is required for the remainder of FY2014-2015 for 9-1-1 Location Data Management software and services. The term of the contract is three years with two automatic 12 month renewals. The award is based on the cooperative purchasing agreement with the Houston -Galveston Area Council of Governments (HGAC). This Motion was passed on the Consent Agenda. Enactment No: M2015-097 Developer Participation Agreement to reimburse developer for the City's portion of extending Brockhampton Street located along Brockhampton, south of Saratoga Boulevard (SH 357) and east of Cimarron Resolution authorizing the City Manager to execute a developer participation agreement with MPM Development, LP., ("Developer"), to reimburse the Developer up to $135,766.13 for the City's share of the cost to extend Brockhampton Street, in accordance with the Unified Development Code. This Resolution was passed on the Consent Agenda. Enactment No: 030606 7. Engineering Construction Contract for Santa Fe Street from Elizabeth Street to Hancock Street (Bond 2014) Corpus Christi Page 4 Printed on 9/21/2015 City Council Meeting Minutes September 15, 2015 Motion authorizing the City Manager, or designee, to execute a construction contract with Haas -Anderson, Inc. of Corpus Christi, Texas in the amount of $1,240,447.35 for Santa Fe Street from Elizabeth Street to Hancock Avenue for the total Base Bid for a mill and overlay roadway with full depth repairs as required and recommended by the design engineer. (Bond 2014) This Motion was passed on the Consent Agenda. Enactment No: M2015-098 8. Second Reading Ordinance - Rezoning property located at 14333 Northwest Boulevard (FM 624)(1st Reading 9/8/15) 10. Case No. 0815-01 Balusek-Frankson: A change of zoning from the "FR" Farm Rural District to the "CG -2" General Commercial District, resulting in a change to the Future Land Use Plan from medium density residential to commercial uses. The property is described as being 2.968 acres out of Lot 1, Encino Park, located south of Northwest Boulevard (FM 624) between River Hill Drive and County Road 69. Planning Commission and Staff Recommendation (August 12, 2015): 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 Balusek-Frankson on behalf of Fox Tree and Landscape Nursery, Inc. ("Owner"), by changing the UDC Zoning Map in reference to 2.968 acres out of Lot 1, Encino Park, 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. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030607 Second Reading Ordinance - Amending City Code for Animal Care to modify dangerous dog regulations and to adopt tethering standards (1st Reading 9/8/15) Ordinance amending Chapter 6 of the Corpus Christi Code of Ordinance modifying the collar requirements for dangerous dogs; Requiring security fencing and leashes for dangerous dogs; Establishing tethering standards; Providing for severance; Providing for publication; Providing for penalty; and Providing an effective date. This Ordinance was passed on second reading on the Consent Agenda. Corpus Christi Page 5 Printed on 9/21/2015 City Council Meeting Minutes September 15, 2015 11. 12. 13. Enactment No: 030609 Second Reading Ordinance - Accepting and appropriating grant funds for the FY 2015 Edward Byrne Memorial Justice Assistance Grant (JAG) Program (1st Reading 9/8/15) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the U. S. Department of Justice, Bureau of Justice Assistance, in the amount of $149,112 for the FY 2015 Edward Byrne Memorial Justice Assistance Grant (JAG) Program; and Appropriating the $149,112 in the No. 1061 Police Grants Fund to fund the enhancement of law enforcement efforts by the Police Department and Nueces County under an established interlocal agreement which provides that 50% of the funds be distributed to Nueces County. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030610 Second Reading Ordinance - Joint -Use Agreement for Zavala Senior Center and Joe Garza Recreation Center (1st Reading 9/8/15) Ordinance authorizing the City Manager or designee to execute a five-year Joint Use Agreement with WeIIMed Charitable Foundation for operation and use of the Zavala Senior Center located at 510 Osage Street and Joe Garza Recreation Center located at 3204 Highland Avenue. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030611 Second Reading Ordinance - Interlocal Agreement for Gap Analysis in programs and services for families and youth (1st Reading 9/8/15) Ordinance authorizing the City Manager or designee to execute an Interlocal Agreement in the amount of $31,192.80 with Texas A&M University - Corpus Christi for the development of an action plan to identify gaps in locally available programs and services to strengthen families and youth development; accepting and appropriating $5,000 donation from Port Industries of Corpus Christi into the No. 1020 General Fund to be used by the City for payment of services provided under the Interlocal Agreement; and changing the FY 2014-2015 Operating Budget adopted by Ordinance number 030294 to increase revenues and expenditures. This Ordinance was passed on second reading on the Consent Agenda. Corpus Christi Page 6 Printed on 9/21/2015 City Council Meeting Minutes September 15, 2015 Enactment No: 030612 9. Second Reading Ordinance - To allow golf cart operation on North Beach (1st Reading 9/8/15) Ordinance amending Chapter 53, Section 53-109 "Operation of golf cart' to allow golf cart operation on North Beach; Providing for severance; Providing for publication; Providing for penalty; and Providing an effective date. Mayor Martinez referred to Item 9. Council Member McIntyre requested that Interim Police Chief Mike Markle address the need for signs to be erected in key locations notifying the public of the age restriction of golf cart drivers and, that golf carts are restricted from operating on the park road on Padre Island and, should this ordinance pass, perhaps, on the frontage road on North Beach. Council Member McIntyre made a motion to approve the Ordinance, seconded by Council Member Riojas. This Ordinance was passed on second reading and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Enactment No: 030608 M. PUBLIC HEARINGS: (ITEM 14) 14. Public Hearing and First Reading Ordinance - Street Closure at Navigation Industrial Park, located west of N Omaha Drive and north of Agnes Street. Ordinance abandoning and vacating an undeveloped and unsurfaced 22,021 -square foot (0.51 acres) portion of a 60 -foot wide public right-of-way, portion out of Navigation Industrial Park Section 2, a map which is recorded in Volume 27, Page 90, Map records of Nueces County , Texas Tracts, and requiring the owner, Omaha Drive Capital Partners, LTD to comply with specified conditions. Mayor Martinez called for Item 14, a public hearing and first reading ordinance related to a street closure at Navigation Industrial Park. Director of Development Services Dan Grimsbo reported that the purpose of the item was to abandon and vacate a portion of a 60 -foot wide public right-of-way (ROW) to replat and incorporate the northern half of the requested ROW vacation with the replat. Staff recommends approval of the easement closure. Mayor Martinez opened the public hearing. There were no comments from the public. Mayor Martinez closed the public hearing. There were no comments from the Council. Corpus Christi Page 7 Printed on 9/21/2015 City Council Meeting Minutes September 15, 2015 Council Member Scott made a motion to approve the ordinance, seconded by Council Member Rubio. This Ordinance was passed on first reading and approved with the following vote: Aye: 8 - Mayor Martinez, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Absent: 1 - Council Member Garza Abstained: 0 N. REGULAR AGENDA: (ITEMS 15 - 17) 15. Collective Bargaining Agreement - Corpus Christi Police Officers' Association Motion authorizing the City Manager to enter into a collective bargaining agreement with the Corpus Christi Police Officers' Association for wages, benefits and working conditions based on the Tentative Agreement Mayor Martinez referred to Item 15, a motion approving a collective bargaining agreement with the Corpus Christi Police Officers' Association. Deputy City Manager Margie Rose stated that the purpose of the item was to authorize the City Manager to enter into a collective bargaining agreement with the Corpus Christi Police Officers' Association (CCPOA) for the period of August 1, 2015 through September 30, 2019. The police and city negotiating teams began meeting on April 30 and on July 23 entered into a tentative agreement. On August 28, the association ratified the contract by a 176-12 vote. Mayor Martinez asked for public comment. Abel Alonzo, 1701 Thames, thanked the CCPOA for their professionalism and willingess to compromise, and hoped that the Corpus Christi Firefighters' Association would follow their lead. Council Member McIntyre made a motion to approve the motion, seconded by Council Member Riojas. This Motion was passed and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Enactment No: M2015-099 16. Resolution in support of the proposed Barisi Village project Resolution in support of the proposed Barisi Village Project, which will result in the redevelopment of the vacant Pharaoh Valley Golf Course. Mayor Martinez called for Item 16, a resolution in support of the proposed Barisi Village project. City Secretary Huerta announced that Council Members Corpus Christi Page 8 Printed on 9/21/2015 City Council Meeting Minutes September 15, 2015 Magill and Scott would be abstaining on this item. Assistant City Manager Wes Pierson stated that the purpose of the item was to support Blackard Global's planned development, Barisi Village, located at the Pharaoh Valley Country Club Golf Course. He stated that on August 12, 2014, the Council passed Ordinance No. 030249 amending the Unified Development Code to allow for a Planned Unit Development overlay rezoning for the area. The Council also amended the City's comprehensive plan to account for the zoning change in the future land use map. Mayor Martinez thanked Council Member McIntyre for her leadership on this issue and spoke in support of the development. Council members asked questions about the following issues: responsibility for building infrastructure; whether the area was a flood plain; code enforcement violations at the golf course; and the pending lawsuit filed by some homeowner association residents against the State. Mayor Martinez asked for public comment. Abel Alonzo, 1701 Thames, asked Assistant City Manager Pierson to confirm that this is a credible development. Jeannie Hunter and Chris Kuhn, members of the Pharoah Valley Homeowners Association thanked the Council for their support of this development. Council Member McIntyre made a motion to approve the resolution, seconded by Council Member Riojas. This Resolution was passed and approved with the following vote: Aye: 7 - Mayor Martinez, Council Member Garza, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas and Council Member Vaughn Abstained: 2 - Council Member Magill and Council Member Scott Enactment No: 030613 17. Amending Type A Guidelines adopted in 2010 Resolution adopting amended Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Business Incentives Mayor Martinez referred to Item 17, amending the Type A guidelines adopted in 2010. lain Vasey, President/CEO of the Corpus Christi Regional Economic Development Corporation, reported on a couple of amendments and corrections to Sections 8(e) and 10(e) of the guidelines since last Council meeting. Mr. Vasey highlighted the revisions to the guidelines. There were no comments from the public. Council members spoke regarding the following topics: having all projects be vetted by the EDC; the gradual scale for deadlines; the definition of primary employees; the definition of completion of facility construction; clarification on the section regarding the small business interns; and the term "local" regarding utilization of disadvantaged business enterprises, defined as a 50 -mile radius from the intersection Leopard and Staples Streets. Council Member McIntyre made a motion to amend Section 8(3) by deleting the word "but" after the words "economic impact" and before "awarded" and also change "or" to "nor" before "exceed"; Section 10(3) by adding in parenthesis after "personal financial statements" "(may include audited financial Corpus Christi Page 9 Printed on 9/21/2015 City Council Meeting Minutes September 15, 2015 statements)"; and Section 9(f) to change "Nueces County" to "the intersection of Leopard and Staples", seconded by Council Member Scott and passed unanimously. Council Member Scott made a motion to approve the resolution as amended, seconded by Council Member Riojas. This Resolution was passed as amended and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Enactment No: 030615 H. EXECUTIVE SESSION: (ITEM 2) 2. Mayor Martinez referred to the day's executive sessions. The Council went into executive session. Executive session pursuant to Texas Government Code § 551.071 for consultation with attorneys regarding collective bargaining negotiations and/or the collective bargaining agreements between the City of Corpus Christi and the Corpus Christi Firefighters' Association. This E -Session Item was discussed in executive session. O. ONE READING ACTION ITEM: (ITEM 18) 18. Action item - Adopting the Fiscal Year 2016 Property Tax Rate Ordinance setting a property tax rate of $0.606264 per $100 valuation which is effectively a 9.37% increase over the effective tax rate; and declaring an emergency. Assistant City Manager Wes Pierson made a clarification on Item 16, the proposed Barisi Village Project, by stating that a portion of the property is in a flood zone. The development regulations do not allow for development in a flood plain. At this time, staff is not aware of how the buildings are situated in relation to the flood plain and will share the details with the City Council. Mayor Martinez referred to Item 18. Assistant City Manager Wes Pierson stated that the purpose of this item is to set the property tax rate of $0.606264 per $100 valuation. The City Council voted on August 18, 2015 to schedule two public hearings which were held on September 1, 2015 and September 8, 2015. Assistant City Manager Pierson stated that the proposed tax rate is 2.1 cents higher than the prior year's property tax rate due to a voter -approved increase as a result of the Bond 2014 propositions approved in November 2014. Mayor Martinez called for comments from the public. Jack Gordy, Vice President of the Taxpayers' Association, stated that no other taxing entity was raising the tax rate and spoke in opposition to a tax increase. Abel Alonzo, Corpus Christi Page 10 Printed on 9/21/2015 City Council Meeting Minutes September 15, 2015 1701 Thames, thanked the City Council for clarifying the economic impact issues and stated that it costs money to run the City. Walter Saganice, 3449 Picadilly Lane, asked for clarification on the ordinance language declaring an emergency. Council members spoke regarding the following topics: the taxing entities that have a tax revenue component; lower sales tax projections than expected due to a slower economy; the voter -approved increase as a result of the Bond 2014 propositions; the voters not being aware of the tax increase based on the bond language that was presented on the ballot; operating and debt services rates per $100 valuation; and the property tax rate comparison with other Texas cities. Council Member Scott made a motion that the property tax rate be increased by the adoption of a tax rate of $0.606264 per $100 valuation, which is effectively a 9.37% increase in the tax rate, seconded by Council Member McIntyre. This Ordinance was passed and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Enactment No: 030614 P. FIRST READING ORDINANCES: (ITEM 19 - 21) 19. First Reading Ordinance - Adopting Proposed FY 2015-2016 Operating Budget Ordinance adopting the City of Corpus Christi budget for the ensuing fiscal year beginning October 1, 2015; to be filed with the County Clerk; appropriating monies as provided in the budget; and providing for severance. Mayor Martinez referred to Item 19. Assistant City Manager Wes Pierson stated that the purpose of this item is to hold the first reading on the adoption of the proposed FY2015-2016 Operating Budget. Assistant City Manager Pierson reported that staff made presentations on the General Fund, Internal Services Fund, Enterprise Funds, Special Revenue Funds, and Debt Service Funds on August 11, 2015 and August 18, 2015. The public hearing was held on September 8, 2015 and the second reading will be held on September 22, 2015. Upon approval of the Operating Budget, the budget will take effect on October 1, 2015. Mayor Martinez called for comments from the public and there were none. Council Member Magill presented several options to remove funding from the following FY2016 recommended decision packages to allocate to residential/local street reconstruction and fund seven (7) additional police officers: employee step increase (2.5%); Finance Comprehensive Annual Financial Report (CAFR) software; Human Resources HR Analyst - Lease Worker Program, Municipal Court Administration Salary increase - City Marshal, Certification Training, Detention Center Overtime, and increase Corpus Christi Page 11 Printed on 9/21/2015 City Council Meeting Minutes September 15, 2015 Professional Services - contract; Solid Waste Salary adjustments for CDL Drivers; and reserve appropriation adjustment. Council members spoke regarding the following topics: the employee step increase compensation system; the CAFR software being a one-time expense; the need and future commitment to fund additional police officers in a phased approach; the number of departments adequately staffed; the number of departments with vacancies due to the lack of adequate wages; a history of the cost of living increases and raises for the civilian workforce; potential liability at the City Detention Center if not staffed properly; the assessment on CDL drivers; the number of positions affected by the CDL salary adjustment; the number of CDL vacancies in Solid Waste; rate of pay for CDL drivers in the various departments; whether the CDL salary adjustment is an internal or external market reference; requests by individual council members to the City Manager to reduce the budget; vehicle allowance for employees; the impact to city services of reducing the budget; the benefits provided to City employees; funding residential streets; the audit on the Utility Division in the Finance Department; the difference between an audit and the CAFR; the process for hiring police officers and the next scheduled police academy; budget reductions going back to the general fund balance; funding the retirement system; future discussions on the industrial district revenues to fund residential streets; augmenting CNG stations as a possible revenue source; the opportunity to hire grant writers; needs versus wants; the City Council's priority to fund residential streets; and a future conversation on the general fund balance. Mayor Martinez allowed for an opportunity for public comment. Abel Alonzo, 1701 Thames, spoke regarding the following topics: the City Manager providing a memo to City Council to provide input on budget considerations; communication between City Council and city employees; and the challenges the City Manager has to reduce the budget. Council Member Magill made a motion to approve the ordinance, seconded by Council Member Riojas. This Ordinance was passed on first reading and approved with the following vote: Aye: 8 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rosas, Council Member Scott and Council Member Vaughn Nay: 1 - Council Member Rubio Abstained: 0 Mayor Martinez called for a recess until 6:25 p.m. 20. First Reading Ordinance - Approving the Fiscal Year 2015 - 2016 Capital Budget and Capital Improvement Planning Guide Ordinance approving the Fiscal Year 2015 - 2016 Capital Budget and Capital Improvement Planning Guide in the amount of $190,587,200. Mayor Martinez referred to Item 20. Assistant City Manager Gus Gonzalez Corpus Christi Page 12 Printed on 9/21/2015 City Council Meeting Minutes September 15, 2015 stated that the purpose of this item is to hold the first reading on the FY2015-2016 Capital Budget and Capital Improvement Planning Guide. Assistant City Manager Gonzalez provided information on the purpose of the budget and planning guide; the sections of the document consisting of Year -One priorities, the short-range program and the long-range forecast; and the proposed CIP for Year 1. Assistant City Manager Gonzalez presented a proposed schedule of adjustments to remove the Cefe Valenzuela Wind Energy Development and the Citizens' Collection Center Flour Bluff Area. Council members spoke regarding the following topics: the permitting process, funding, and timeframe for the Park Road 22 Bridge project; a comparison of previous CIP budgets and sequential permitting documentation regarding the Park Road 22 Bridge; the determination letter from the Texas Department of Transportation (TxDOT) regarding the Park Road 22 Bridge; and the Cefe Valenzuela Wind Energy project. There were no comments from the public. Council Member Magill made a motion to amend the ordinance to accept Attachment A, Schedule of Adjustments, seconded by Council Member McIntyre and passed unanimously. Council Member Magill made a motion to approve the ordinance as amended, seconded by Council Member Riojas. This Ordinance was passed on first reading as amended and approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 21. First Reading Ordinance - Accepting and appropriating grant funds for Public Health Emergency Preparedness Laboratory Response Program Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the CPS -LABORATORY RESPONSE NETWORK-PHEP grant in the amount of $201,123, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide continued emergency preparedness and response laboratory activities for the contract period July 1, 2015, through June 30, 2016; and ratifying acceptance of the grant agreement to begin as of July 1, 2015. Mayor Martinez referred to Item 21. Assistant Director of Public Health William Uhlarik stated that the purpose of this item is to accept and appropriate the Public Health Emergency Preparedness (PHEP) Grant in the amount of $201,123 to plan for responding to an act of bio -terrorism. There were no comments from the Council or the public. Council Member McIntyre made a motion to approve the ordinance, seconded by Council Member Riojas. This Ordinance was passed on first reading and Corpus Christi Page 13 Printed on 9/21/2015 City Council Meeting Minutes September 15, 2015 approved with the following vote: Aye: 9 - Mayor Martinez, Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Riojas, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Q. FUTURE AGENDA ITEMS: (ITEMS 22 - 28) Mayor Martinez referred to Future Agenda Items. City Manager Olson stated that staff had planned presentations on Items 22, 25, 26, and 28. A council member requested information on Item 24. 22. Proposed FY2015-2016 Parks and Recreation Fees Resolution adding new rental and recreational use fees for fiscal year 2015-2016 and providing for publication; effective date; and severance of the same. This Resolution was recommended to the consent agenda. 23. Authorizing an outside city limits water contract, located at 746 Mckinzie Road Resolution authorizing the City Manager or his designee to enter into an outside city limits water contract with Richard & Vicky Ranly to provide public water to their property located outside the city limits described as Rowena Shaeffer Lands, 21.00 Acres of Land out of a 100 Acre Tract out of B.S. & F., Lots 1 & 2; also commonly known by its street address as 746 Mckinzie Road under Section 55-111, Code of Ordinances. This Resolution was recommended to the consent agenda. 24. Professional Services Contract - Amendment No. 1 for the Ocean Drive Park Improvements - Swantner Park (Bond 2012) Motion authorizing the City Manager, or designee, to execute Amendment No. 1 to the Contract for Professional Services with HDR Engineering, Inc. of Corpus Christi, Texas in the amount of $113,900.00, for a total revised fee of $150,900.00 for Ocean Drive Park Improvements - Swantner Park, for design and bid phase services. (Bond 2012) This Motion was recommended to the consent agenda. 25. Engineering Change Order No. 1 for Navigation Boulevard from Up River Road to Leopard Street (Bond 2012) Motion authorizing the City Manager, or designee, to execute Change Corpus Christi Page 14 Printed on 9/21/2015 City Council Meeting Minutes September 15, 2015 Order No. 1 to a construction contract as a final settlement with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $235,000.00 for the Navigation Boulevard from Up River Road to Leopard Street project. (Bond 2012) This Motion was recommended to the consent agenda. 26. Approval of Professional Services Contracts, Capital Programs Staff Augmentation Motion authorizing the City Manager, or designee, to execute Professional Services Agreements (PSAs) totaling in the amount of $2,596,695 to provide necessary staff augmentation to the Capital Programs Department. This Motion was recommended to the consent agenda. 27. Upgrade Kronos Time Reporting System to Version 8 Resolution authorizing the City Manager, or designee, to execute a conversion implementation agreement and a 36 -month hosting services agreement with Kronos for a combined total of $366,421.78, ($118,394.76 annually for three years and a one-time cost of $11,237.50) to upgrade the existing Kronos time reporting system, with the hosting agreement to renew annually subject to sufficient appropriations and payment of hosting fees. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. This Resolution was recommended to the consent agenda. 28. Assessment of the Efficiency and Effectiveness of the City of Corpus Christi's Financial Services Department Motion authorizing the City Manager or designee to execute a consultant agreement with CliftonLarsonAllen LLP. (CLA) to assess the efficiency and effectiveness of the City of Corpus Christi Financial Services Department for an amount not to exceed $168,000. Funding is available in the Financial Services Department Budget for fiscal year 2014/2015. This Motion was recommended to the consent agenda. R. BRIEFINGS: (ITEM 29) 29. RESTORE Act Mayor Martinez referred to Item 29. Director of Intergovernmental Relations Tom Tagliabue stated that the purpose of this item is to provide a briefing on the status of the RESTORE act in anticipation of a call for projects later this Corpus Christi Page 15 Printed on 9/21/2015 City Council Meeting Minutes September 15, 2015 year and project selection by the summer of 2016. The act was enacted on July 6, 2012 and dedicates 80% of all administrative and civil penalties related to the Deepwater Horizon spill to a Gulf Coast Restoration Trust Fund and outlines how funds can be used to restore and protect the natural resources, ecosystems, fisheries, marine and wildlife habitats, beaches, coastal wetlands, and economy of the Gulf Coast Region. The Act is limited to five coastal states on the Gulf of Mexico - Florida, Alabama, Mississippi, Louisiana and Texas. A common misperceptions of the RESTORE Act is that only areas directly impacted by the Deepwater Horizon spill are eligible for project funding. That is incorrect. Congressional intent was also to address environmental and economic impacts as a result of decades of oil and gas development in the Gulf of Mexico. Environmental Program Specialist Sharon Bailey Lewis provided information on the following: the allocation of RESTORE Act funding; state funding priorities and timeline (Bucket 1 grants); and the City of Corpus Christi submitted projects. Mr. Tagliabue presented issues for council consideration: confirmation of priorities, prioritization of previously submitted projects, and suggestions for additional projects. Council members spoke regarding the following topics: La Volla Creek drainage problems; storm water improvement water quality improvements; and affordable housing incentives. S. LEGISLATIVE UPDATE: T. ADJOURNMENT None. The meeting was adjourned at 8:07 p.m. Corpus Christi Page 16 Printed on 9/21/2015 City Of Corpus Christi CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT BOARD DETAILS SIZE 15 Seats TERM LENGTH 4 Year OVERVIEW TERM LIMIT N/A 4gb1 Alan Albin (361) 882-2363 CONTACT DETAILS alan@cctexasdmd.com The Corpus Christi Downtown Management District provides maintenance, security, marketing, and the promotion and improvement of property and facilities within the district; the district has the authority to levy taxes or assessments for improvements in the downtown area. COMPOSITION CREATION / AUTHORITY MEETS TERM DETAILS DEPARTMENT The district is composed of at least nine, but not more than thirty directors, serving four-year staggered terms. Directors must represent one of the follow ing categories: a resident of the district; an ow ner of property in the district; an ow ner of stock, w hether beneficial or otherw ise, of a corporate ow ner of property in the district; an ow ner of a beneficial interest in a trust that ow ns property in the district; or an agent, employee or tenant of one of the above. Per the Texas Local Government Code, succeeding directors are chosen through the recommendation of the board and the approval of the City Council. Title 12 (Municipal Management District), provisions of Chapter 375, Article III, Section 52, Article XVI, Section 59, Article III, Section 52-a of Texas Constitution and of the Local Government Code; 12/16/94 - amended by-laws to increase directors from seventeen to tw enty members; 7/04 the directors voted to decrease directors to fifteen. 2nd Thursday of the month, 9:00 a.m., IBC Bank, 221 S. Shoreline, 2nd Floor. Four-year staggered terms. Dow ntow n Management District List of Corpus Christi Downtown Management District Members September 22, 2015 Four (4) vacancies with terms to 7-31-16 and 7-31-18 representing any of the following categories: a resident of the district (Resident); an owner of property in the district (Property Owner); an owner of stock, whether beneficial or otherwise, of a corporate owner of property in the district (Stock Owner); an owner of a beneficial interest in a trust that owns property in the district (Trust Owner); or an agent, employee or tenant of one of the above (Agent, Employee or Tenant). (Note: Directors are chosen through the recommendation of the Board and the approval of the City Council.) (The Corpus Christi Downtown Management District is recommending the new appointments of Ajit David (Agent, Employee or Tenant) and Cecil R. Johnson (Agent, Employee or Tenant). They are also recommending the postponement of two (2) vacancies for further recruitment.) Board Name Term End Date Category Raju Bhagat Con Browne Joe Gonzalez Michael Richline CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT Resigned District 1 Resigned District 2 Resigned District 2 Resigned District 2 1 1 Partial 1 7/31/18 7/31/18 7/31/16 7/31/18 Resident Agent, Employee or Tenant Agent, Employee or Tenant Stock Owner Tracy "Tray" Bates Jonathan Richter Wayne Lundquist Tim Heuston Brad Lomax Dee Dee Perez Casey Lain Harold Shockley Jr. Janet Maxwell Raymond Gignac Glenn Peterson CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT Active CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT Active District 4 1 7/31/18 Other / Non -Resident 1 7/31/16 CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT Active District 4 CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT Active District 4 CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT Active District 4 CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT Active District 5 CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT Active District 2 CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT Active District 5 CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT Active District 4 CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT Active District 4 CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT Active District 4 4 7/31/16 1 7/31/16 1 7/31/18 2 7/31/18 2 7/31/18 1 7/31/18 Agent, Employee or Tenant Agent, Employee or Tenant Agent, Employee or Tenant Agent, Employee or Tenant Property Owner Agent, Employee or Tenant Property Owner Agent, Employee or Tenant Partial 7/31/16 Stock Owner 3 7/31/16 Property Owner 2 7/31/18 Property Owner List of Corpus Christi Downtown Management District Applicants September 22, 2015 Boards A• •I in For istrict Work Address Work Phone NI Ajit David CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT District 4 Self -Employed T A/E/T Cecil R. Johnson CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT District 1 High Touch Technologies 711 Carancahua Ste 1500 Corpus Christi TX 361-737-0646 A/E/T BIOGRAPHICAL INFORMATION FORM FOR A CITY BOARD, Submit Date: Sep 16, 2015 COMMISSION OR COMMITTEE FOR THE Status: submitted City Of Corpus Christi Profile Prefix Email Address Ajit First Name Middle Initial David Last Name Which Boards would you like to apply for? CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT Street Address Suite orApt City District 4 What district do you live in? Please CLICK HERE for a map to verify your district assignment. Primary Phone Self -Employed WorkAddress- Street Address and Suite Number WorkAddress- City WorkAddress- State Alternate Phone Job Title State Postal Code WorkAddress- Zip Code Work Phone ajitdavid@gmail.com Work E-mail address Home/PrimaryAddress Preferred Mailing Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Graduate Degree in Chemical Engineering from Texas A&M University - Kingsville Board of Directors and Scholarship Committee of the Del Mar College Foundation Co -Founder of RGB Hospitality, Inc. Registered Voter? * Yes 0 No Current resident of the city? ii Yes 0 No 3 If yes, how many years? Ajit David Resume. df Upload a Resume Please upload any additional supporting documents Demographics Completion of this information is VOLUNTARY. The City will use this information for statisticalpurposes only, such as tracking the diversity of board and commission appointees. By providing this information, you will help us ensure that appointments represent a broad cross-section of the community. Asian or Pacific Islander Ethnicity Male Gender Verification City Code Requirement As a board, commission, or committee member, you will be asked to adhere to:City Code of Ordinances, Section 2-65, states that all members of city boards and commissions,including ad hoc committees, appointed by the city, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served.City Code of Ordinances, Section 2-61, provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. ® IAgree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. II IAgree Oath I swear that all of the statements included in my application are true and correct. N IAgree Board -specific questions (if applicable) Aiit David Mr. Ajit David is a Corpus Christi based hotelier who along with Mr. Raju Bhagat co-founded RGB Hospitality, Inc., an entity that focuses in acquisitions and development of upscale select -service hotels. Among others in the market, he played a key role in developing the new Hyatt Place, SpringHill Suites by Marriott, and the acquisition of the Holiday Inn Downtown Marina Hotel (former Omni Marina Tower). Ajit has a Graduate degree in Chemical Engineering from Texas A&M University Kingsville, and was in the downstream Oil and Gas consulting business prior to venturing into hotels. Ajit currently serves on the Board of Directors and Scholarship Committee of the Del Mar College Foundation, and is a big proponent of supporting educational initiatives at all levels. Ajit and his family moved back to Corpus Christi from Houston in 2012. His wife, Nishy George, works with Christus Spohn Hospital, and his 3 -year old daughter, Jane David is a Pre -K scholar at the Vinson Morris Children's Center (FUMC). They are members of the Church of the Good Shepherd in downtown Corpus Christi. C .4 D Rio dor'040515 BIOGRAPHICAL INFORMATION FORM FOR A CITY BOARD, Submit Date: Sep 15, 2015 COMMISSION OR COMMITTEE FOR THE Status: submitted City Of Corpus Christi Profile Prefix Email Address Cecil First Name R Johnson Middle Last Name Initial Which Boards would you like to apply for? CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT Street Address Suite orApt City District 1 What district do you live in? Please CLICK HERE for a map to verify your district assignment. Primary Phone Alternate Phone High Touch Technologies 711 Carancahua ste 1500 WorkAddress- Street Address and Suite Number Corpus Christi WorkAddress- City TX WorkAddress- State 78401 Account Executive State Postal Code WorkAddress- Zip Code 361-737-0646 Work Phone cecilj@hightouchinc.com Work E-mail address Work Address Preferred Mailing Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: None Education, Professional and/or Community Activity (Present) Corpus Christi Education Foundation Registered Voter? • Yes No Current resident of the city? • Yes QNo 10 If yes, how many years? Cecils resume_v7.pdf Upload a Resume Please upload any additional supporting documents Demographics Completion of this information is VOLUNTARY. The City will use this information for statisticalpurposes only, such as tracking the diversity of board and commission appointees. By providing this information, you will help us ensure that appointments represent a broad cross-section of the community. African American Ethnicity Male Gender Verification City Code Requirement As a board, commission, or committee member, you will be asked to adhere to:City Code of Ordinances, Section 2-65, states that all members of city boards and commissions,including ad hoc committees, appointed by the city, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served.City Code of Ordinances, Section 2-61, provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. ® IAgree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. II IAgree Oath I swear that all of the statements included in my application are true and correct. N IAgree Board -specific questions (if applicable) CECIL R. JOHNSON Professional Summary Successful professional with 20+ years of experience in sales, sales training, public speaking, community advocacy, business development and credit and collections. Core Competencies Business to Business Sales Social Media Specialist/Consultant Public Speaking Budget Preparation/Adherence Experience Excellent Written and Verbal Communication Skills Large Scale Development Staff and Volunteer Management Corporate/Executive — Level Marketing HIGH TOUCH TECHNOLOGIES September 2013 -Present ACCOUNT EXECUTIVE/SALES Sells the organizations' products and services by interacting with existing customers and developing new prospects; calls on existing or potential customers; determines customer needs and assists in developing solutions from new and existing product and service offerings; prepares proposals and presents it to customer; secures and renews orders, arranges delivery dates and other incidents to actual selling. Makes regular follow-up calls on existing customer base to insure client is satisfied with their current product and services; takes action to resolve customer problems or concerns, referring those problems beyond their ability to resolve to management; documents and tracks problems to identify trends. Build and manage a sales pipeline for multiple lines of business that High Touch supports. Keeps informed on all new and existing products and services, and other general information of interest to customers; monitors, coordinates, and evaluates newly developing products and services to assure a high level of responsiveness to future customer needs; assesses competitors by analyzing and summarizing competitor information and trends. Assist Marketing in presenting products and services at various conferences, seminars and various other trade shows; follow up on advertising campaigns; invite prospects/customers to seminars, events, and webinars. Immediately enter all relevant information on sales opportunities in the ticketing system, and update as appropriate; assists management in developing realistic sales forecasting. RICHLINE TECHNICAL SERVICES/PYRAMID COMMUNICATIONS DIRECTOR OF SALES February 2011 -Present Responsibilities: Developing sales leads, designing sales training programs, generating sales from new clients as well as building sales from existing clients. Other duties as assigned such as working with the IT manager on operational systems with the technicians. As well as managing the day to day and long term projection plan of operations for the sales departments. Assist with managing social media platforms. Product lines include Citrix cloud solutions, ShoreTel VoIP, Ruckus wireless solutions and Lifesize video conferencing solutions IDENTITY THEFT SOLUTIONS LLC MANAGING PARTNER/CREDIT ANYLIST January 2004 -January 2011 Responsibilities: Business development (including presentations to many organizations including SCORE, various Rotary Clubs, the Small Business Development Center and many other organizations regarding fraud and identity theft.), IT sales, IT support, marketing, AP/AR and public relations. Public outreach and education to both consumers and businesses on how to protect and secure information to help prevent identity theft. Acting consultant to many types of corporations regarding identity theft and information security. Assisting victims of identity theft with recovery procedures and designing and implementing identity theft recovery programs. Extensive work with law enforcement agencies (local, State and federal) regarding identity theft and information security. Additionally, I worked closely with a Private Investigator for 5 years in the areas of fraud investigation of identity theft cases to identify and prosecute perpetrators. Website sales. Waste Management, Houston, TX Credit/Collections Analyst April 1997 -April 2004 Responsibilities: Handled the collection duties for municipal, homeowners associations and residential accounts covering commercial and residential customers in the Southwest Texas Market Area. Making collection calls daily to all "over 60 - day" accounts. Created and implemented training programs for our Customer Service and Residential Collections Departments in the Houston Market Area. Worked closely with operations to conduct route audits to improve efficiency and profitability with collection schedules. Created and implemented a collection letter campaign for the Residential customers. Thirty -day letter prototype is being utilized by a majority of the offices in the U.S. markets. Worked closely with the Billing Department, Cash Application Department as well as the Operations Department to ensure maximum profitability. Served as the Customer Service Supervisor, Credit and Collections Supervisor in addition to acting as the Billing Supervisor managing staffs of 4-50 people at multiple locations. Education TEXAS TECH UNIVERSITY, LUBBOCK TEXAS 1984 GENERAL EDUCATION Skills HOUSTON COMMUNITY COLLEGE, HOUSTON TEXAS 1985 General Education NATIONAL ASSOCIATION OF CREDIT MANAGEMENT Currently taking classes working towards a CBA certification in credit management. CITRIX SOFTWARE TRAINING Citrix Certified Sales Professional 2012 • Excellent leadership and people skills. • Excellent computer skills including MS office., Citrix, Connectwise and Wordpress • Excellent sales and sales training skills • Knowledge in payroll, budgeting, merchandising, training, marketing, and motivating personnel. • Social Media power user. Organizations and Affiliations Big Brothers and Big Sister of South Texas 2005-2008 Board Secretary March of Dimes Corpus Christi Division 2006 — Present Board Secretary Logistics Chair March of Dimes March for Babies 2009 — 2011 Social Media Strategist 2009 - Present Leadership Corpus Christi graduate 2006 Leadership Corpus Christi Board Member 2007 — Present Leadership Corpus Christi Chair 2011 — 2012 Leadership Corpus Christi Roast Chair — 2012 Roast Co -Chari 2013 Texas Crime Prevention Association Past Member Y Women in Careers Committee Member — 2010 Downtown Management District Marketing Committee Member 2006 — 2008 Corpus Christi Crime Control Board of Directors Board Member 2006 — 2008; Board Vice President 2010 — Present III. Media Relations/Published in: Corpus Christi Caller -Times/ Corpus Christi Channel 6/Corpus Christi Channel 10 — Multiple interviews/stories 1440 Keys radio — Multiple Interviews with Various Hosts 1430 KCOH Houston, Texas — Interview on Identity Theft and Information Security Business Journal of Corpus Christi/The Business Times (Valley Area) — Various Columns The Inside Track radio show — Tejas Broadcasting — Featured guest References available upon request City Of Corpus Christi PADRE ISLES MUNICIPAL MANAGEMENT DISTRICT BOARD DETAILS OVERVIEW SIZE 5 Seats TERM LENGTH 4 Year TERM LIMIT N/A CONTACT DETAILS 1 Maybeth Christensen 0 (361) 949-7025 padreisles@pipoa.net The Padre Isles Municipal Management District will promote the health, safety and general welfare of residents, employers, potential employees, employees, visitors, and consumers in the district, and of the public; seek and provide needed funding for the district to preserve, maintain and enhance the economic health and vitality of the district's territory as a residential community and business center; and promote the health, safety, welfare and enjoyment of the public by providing for the preservation of bulkhead property and the navigable waters surrounding Padre Island. COMPOSITION The District w ill consist of five voting directors w ho serve four-year staggered terms w ith tw o or three directors' terms expiring June 1 of each odd -numbered year. The governing body of the city shall appoint directors from persons recommended by the board. To be qualified to serve as a director appointed by the governing body of the city, a person must be: (1) a resident of the district w ho is also a registered voter of the district; (2) an ow ner of property in the district; (3) an ow ner of stock or a partnership or membership interest, w hether beneficial or otherw ise, of a corporate partnership, limited liability company, or other entity ow ner of a direct or indirect interest in property in the district; (4) an ow ner of a beneficial interest in a trust, or a trustee in a trust, that directly or indirectly ow ns property in the district; (5) an agent, employee, or tenant of a person described by Subdivision (2), (3), or (4); or (6) an initial director. CREATION 1 AUTHORITY Res. 029719 - 1/22/13; Section 59 (d), Article XVI, Texas Constitution, S.B. No. 1098, Chapter 3912 - 6/14/13; Chapter 375, Local Government Code. MEETS TERM DETAILS DEPARTMENT To be determined Four-year staggered terms. Padre Isles Property Ow ners Association List of Padre Isles Municipal Management District Vacancies September 22, 2015 Five (5) vacancies with terms to 6/1/17 and 6/1/19. (Note: The Padre Isles Municipal Management District is recommending the new appointments of Stan Hulse, Brent Moore, Darrell Scanlan, Cheri Sperling and Nancy Tressa. The governing body of the City shall appoint directors from persons recommended by the board.) Vacant PADRE ISLES MUNICIPAL MANAGEMENT DISTRICT District 4 6/1/17 A Vacant PADRE ISLES MUNICIPAL MANAGEMENT DISTRICT District 4 6/1/17 Vacant PADRE ISLES MUNICIPAL MANAGEMENT DISTRICT District 4 6/1/19 Vacant PADRE ISLES MUNICIPAL MANAGEMENT DISTRICT District 4 6/1/19 Vacant PADRE ISLES MUNICIPAL MANAGEMENT DISTRICT District 4 6/1/19 Pr 1 4,1 Work Address Work Pho r Stan Hulse District 4 Toucan Graphics 15201 SPID, STE. 240A Corpus Christi Tx 361-949-1400 Brent Moore District 4 HDR Engineering Corpus Christi Tx 361-696-3374 Darrell Scanlan District 4 CITGO Refining and Chemicals Corpus Christi Tx Cheri Sperling District 4 Coastline Properties, Inc. 14717 S. Padre Island Drive Corpus Christi Tx 361-949-0101 Nancy Tressa District 4 Retired List of Padre Isles Municipal Management District Applicants September 22, 2015 BIOGRAPHICAL INFORMATION FORM FOR A CITY BOARD, Submit Date: Sep 02, 2015 COMMISSION OR COMMITTEE FOR THE Status: submitted City Of Corpus Christi Profile Prefix Email Address Stan First Name Middle Initial Hulse Last Name Which Boards would you like to apply for? ISLAND STRATEGIC ACTION COMMITTEE\, PADRE ISLES MUNICIPAL MANAGEMENT DISTRICT Street Address Suite orApt City District 4 What district do you live in? Please CLICK HERE for a map to verify your district assignment. Primary Phone Alternate Phone TOUCAN GRAPHICS Owner/Operator Job Title 15201 SPID, STE. 240A CORPUS CHRISTI WorkAddress - City TX WorkAddress- State 78418 State Postal Code WorkAddress- Zip Code 361-949-1400 Work Phone STAN@TOUCANGRAPHICS.NET Work E-mail address Work Address Preferred Mailing Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: Yes. Island Strategic Action Committee Education, Professional and/or Community Activity (Present) Padre Isles Property Owners Association - Board Member Padre Island Business Association - Executive Director Coastal Windstorm Task Force - Member Registered Voter? * Yes 0 No Current resident of the city? ii Yes 0 No 7 If yes, how many years? Upload a Resume Please upload any additional supporting documents Demographics Completion of this information is VOLUNTARY. The City will use this information for statisticalpurposes only, such as tracking the diversity of board and commission appointees. By providing this information, you will help us ensure that appointments represent a broad cross-section of the community. Caucasian/Non-Hispanic Ethnicity Male Gender Verification City Code Requirement As a board, commission, or committee member, you will be asked to adhere to:City Code of Ordinances, Section 2-65, states that all members of city boards and commissions,including ad hoc committees, appointed by the city, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served.City Code of Ordinances, Section 2-61, provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. ® IAgree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. II IAgree Oath I swear that all of the statements included in my application are true and correct. Z IAgree Board -specific questions (if applicable) Question applies to ISLAND STRATEGIC ACTION COMMITTEE. Do you reside or own property on Mustang or Padre Island? * • Yes, I am an Island Property Owner • Yes, I am an Island Resident Question applies to ISLAND STRATEGIC ACTION COMMITTEE. Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? * • Residential Property Owner (Who owns property and resides on Mustang or Padre Island) Padre Isles Property Owners Association Member (Nominated by the Association) Commercial property owner (Who owns property and operates a business on Mustang or Padre Island) • At Large Representative who is a City Resident 1 BIOGRAPHICAL INFORMATION FORM FOR A CITY BOARD, Submit Date: Sep 10, 2015 COMMISSION OR COMMITTEE FOR THE Status: submitted City Of Corpus Christi Profile Prefix Email Address Brent First Name Middle Initial Moore Last Name Which Boards would you like to apply for? PADRE ISLES MUNICIPAL MANAGEMENT DISTRICT Street Address Suite orApt City District 4 What district do you live in? Please CLICK HERE for a map to verify your district assignment. Primary Phone Alternate Phone HDR ENGINEERING Job Title WorkAddress - Street Address and Suite Number WorkAddress- City WorkAddress- State State Postal Code WorkAddress- Zip Code 361-696-3374 Work Phone bmoorel@stx.rr.com Work E-mail address Home/Primary Address Preferred Mailing Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) President, Padre Isles Property Owners Association Professional Engineer Registered Voter? • Yes No Current resident of the city? • Yes QNo If yes, how many years? Upload a Resume Please upload any additional supporting documents Demographics Completion of this information is VOLUNTARY. The City will use this information for statisticalpurposes only, such as tracking the diversity of board and commission appointees. By providing this information, you will help us ensure that appointments represent a broad cross-section of the community. Caucasian/Non-Hispanic Ethnicity Male Gender Verification City Code Requirement As a board, commission, or committee member, you will be asked to adhere to:City Code of Ordinances, Section 2-65, states that all members of city boards and commissions,including ad hoc committees, appointed by the city, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served.City Code of Ordinances, Section 2-61, provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. ® IAgree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. II IAgree Oath I swear that all of the statements included in my application are true and correct. N IAgree Board -specific questions (if applicable) BIOGRAPHICAL INFORMATION FORM FOR A CITY BOARD, Submit Date: Sep 15, 2015 COMMISSION OR COMMITTEE FOR THE Status: submitted City Of Corpus Christi Profile Darrell Prefix Email Address Middle Initial Scanlan L:a Which Boards would you like to apply for? PADRE ISLES MUNICIPAL MANAGEMENT DISTRICT Street Address Suite orApt City District 4 What district do you live in? Please CLICK HERE for a map to verify your district assignment. Primary Phone Alternate Phone GE Water and Process Technology ni ny WorkAddress - Street Address and Suite Number WorkAddress- City WorkAddress- State Job Title State Postal Code WorkAddress- Zip Code Work Phone darrellandterri scanlan@g mai l.com Work E-mail address Home/Primary Address Preferred Mailing Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Bachelor's Degree in Chemical Engineering from Texas A&M University, Kingsville Padre Isles Property Owners Association Board Member Registered Voter? * Yes O No Current resident of the city? ii Yes O No 47 If yes, how many years? Upload a Resume Please upload any additional supporting documents Demographics Completion of this information is VOLUNTARY. The City will use this information for statisticalpurposes only, such as tracking the diversity of board and commission appointees. By providing this information, you will help us ensure that appointments represent a broad cross-section of the community. Caucasian/Non-Hispanic Ethnicity Male Gender Verification City Code Requirement As a board, commission, or committee member, you will be asked to adhere to:City Code of Ordinances, Section 2-65, states that all members of city boards and commissions,including ad hoc committees, appointed by the city, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served.City Code of Ordinances, Section 2-61, provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. ® IAgree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. II IAgree Oath I swear that all of the statements included in my application are true and correct. N IAgree Board -specific questions (if applicable) BIOGRAPHICAL INFORMATION FORM FOR A CITY BOARD, Submit Date: Sep 10, 2015 COMMISSION OR COMMITTEE FOR THE Status: submitted City Of Corpus Christi Profile Prefix Email Address Cheri First Name Middle Initial Sperling Last Name Which Boards would you like to apply for? PADRE ISLES MUNICIPAL MANAGEMENT DISTRICT Street Address Suite orApt City District 4 What district do you live in? Please CLICK HERE for a map to verify your district assignment. Primary Phone Alternate Phone Coastline Properties, Inc. 14717 S. Padre Island Drive WorkAddress- Street Address and Suite Number Corpus Christi WorkAddress- City TX WorkAddress- State 78418 Owner/President State Postal Code WorkAddress-Zip Code 3619490101 Work Phone sperling@coastline-properties.com Work E-mail address Preferred Mailing Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: Padre Isles Home Owners Association Board of Directors Corpus Christi Association of Realtors Board of Directors Padre Island Business Association Education, Professional and/or Community Activity (Present) I am Owner/President of a real estate company on Padre Island - Coastline Properties, Inc. since 1995. I've had my Texas Real Estate since 1992 and have sat over the years on numerous committee's at the Board of Realtors. It has always been my belief one needs to give back to their community and have worked hard to do just that. Registered Voter? * Yes 0 No Current resident of the city? ii Yes 0 No 23 years If yes, how many years? Upload a Resume Please upload any additional supporting documents Demographics Completion of this information is VOLUNTARY. The City will use this information for statisticalpurposes only, such as tracking the diversity of board and commission appointees. By providing this information, you will help us ensure that appointments represent a broad cross-section of the community. Caucasian/Non-Hispanic Ethnicity Female Gender Verification City Code Requirement As a board, commission, or committee member, you will be asked to adhere to:City Code of Ordinances, Section 2-65, states that all members of city boards and commissions,including ad hoc committees, appointed by the city, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served.City Code of Ordinances, Section 2-61, provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. ® IAgree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. II IAgree Oath I swear that all of the statements included in my application are true and correct. N IAgree Board -specific questions (if applicable) BIOGRAPHICAL INFORMATION FORM FOR A CITY BOARD, Submit Date: Sep 15, 2015 COMMISSION OR COMMITTEE FOR THE Status: submitted City Of Corpus Christi Profile Prefix Email Address Nancy First Name Middle Initial Tressa Last Name Which Boards would you like to apply for? PADRE ISLES MUNICIPAL MANAGEMENT DISTRICT Street Address Suite orApt City District 4 What district do you live in? Please CLICK HERE for a map to verify your district assignment. Primary Phone Retired WorkAddress- Street Address and Suite Number WorkAddress- City WorkAddress- State Alternate Phone Job Title State Postal Code WorkAddress-Zip Code Work Phone paultressa@att.net Work E-mail address Home/PrimaryAddress Preferred Mailing Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Registered Voter? • Yes No Current resident of the city? • Yes QNo If yes, how many years? Upload a Resume Please upload any additional supporting documents Demographics Completion of this information is VOLUNTARY. The City will use this information for statisticalpurposes only, such as tracking the diversity of board and commission appointees. By providing this information, you will help us ensure that appointments represent a broad cross-section of the community. Caucasian/Non-Hispanic Ethnicity Female Gender Verification City Code Requirement As a board, commission, or committee member, you will be asked to adhere to:City Code of Ordinances, Section 2-65, states that all members of city boards and commissions,including ad hoc committees, appointed by the city, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served.City Code of Ordinances, Section 2-61, provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. ® IAgree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. II IAgree Oath I swear that all of the statements included in my application are true and correct. N IAgree Board -specific questions (if applicable) AGENDA MEMORANDUM Future Item for the City Council Meeting of September 15, 2015 Action Item for the City Council Meeting of September 22, 2015 DATE: August 19, 2015 TO: Ronald L. Olson, City Manager FROM: Dan M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Resolution authorizing the City Manager or designee to enter into an outside city limit water contract for property located at 746 Mckinzie Road. CAPTION: Resolution authorizing the City Manager or designee to enter into an outside city limits water contract with the property owners of 746 Mckinzie Road to provide public water to their respective properties pursuant to Section 55-113, City Code of Ordinances. PURPOSE: The purpose of this item is to approve the outside city limits water contract before the contract for such service can become effective. The City Manager or designee is authorized to execute water service contracts. RECOMMENDATION: Approval of the resolution authorizing the City Manager or his designee to enter into an outside city limits water contract with the property owners of 746 Mckinzie Road located outside the city limits pursuant to Section 55-113 of the City Code of Ordinances. The water contract will be with Richard & Vicky Ranly, the owners of the property. BACKGROUND AND FINDINGS: Section 55-111 of the Code of Ordinances requires a written service contract between the City and all owners and record mortgagees and lienholders of such property. The property owners, Richard and Vicky Ranly, are currently building a home outside the city limits on property of Rowena Shaeffer Lands, 21.00 acres of Land out of a 100 Acre Tract out of B.S. & F., Lots 1 & 2, also commonly known by its street address as 746 Mckinzie Road. In order to obtain public water, the property owners must comply with the following requirements: a. Enter into a written service contract with the City; b. Submit plans that are in compliance with all city codes and obtain all city permits as if the property were within the City limits; and c. Allow inspections of all such construction. Water connection will not be approved until after the water service contract has been approved and recorded in the Nueces County records. Pursuant to the requirements of the water service contract, construction may only occur in compliance with City regulations, including construction permit requirements, as though the property were inside the City. Staff recommends the City Council approve authorizing the City Manager or designee to enter into outside city limits water contracts with the property owners to provide public water to their property located outside the city limits. ALTERNATIVES: Not recommended OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Section 55-111 of the City Code requires City Council approval of outside -City -limits water contracts. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital lig 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 Resolution with water contract Exhibit A — Water Contract Location Map Resolution Authorizing the City Manager or his designee to enter into an outside city limits water contract with Richard & Vicky Ranly to provide public water to their property located outside the city limits described as Rowena Shaeffer Lands, 21.00 Acres of Land out of a 100 Acre Tract out of B.S. & F., Lots 1 & 2; also commonly known by its street address as 746 Mckinzie Road under Section 55-111, Code of Ordinances. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: The City Council authorizes the City Manager or his designee to enter into an outside city limits water contract with Richard & Vicky Ranly to provide public water to their property located outside the city limits. The water contract is attached hereto and incorporated herein by reference. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Lucy Rubio Brian Rosas Mark Scott Carolyn Vaughn STANDARD FORM CONTRACT FOR PROVIDING WATER WHERE PROPERTY IS SITUATED PARTLY OR WHOLLY BEYOND CITY LIMITS STATE OF TEXAS § COUNTY OF NUECES § THIS CONTRACT AND AGREEMENT made and entered into an original by and between, Richard & Vicky Ranly (Owners), whose address is 549 Carmel Dr., Sandia, Texas, 78383, and the City of Corpus Christi, Texas ("City"), a home rule city of more than 250,000 population, a municipal corporation and body politic under the laws of the State of Texas, of 1201 Leopard Street, Corpus Christi, Texas 78401, County of Nueces, State of Texas, for good and valuable consideration in hand received by the parties respectively and upon the covenants and conditions hereafter stated: WITNESSETH: I. Owner is owner in fee simple and of all existing rights, titles and interests therein of all the following described property located in Nueces County, Texas, which is situated partly or wholly beyond the corporate limits of the City of Corpus Christi, and further, the property is not principally used for port -related industry, as defined by Section 55-111, as amended, Code of Ordinances, City of Corpus Christi, and is generally delineated on the map attached to this contract and marked "Exhibit A" and being more particularly described as follows, to -wit: Rowena Shaeffer Lands, 21.00 Acres of Land out of a 100 Acre Tract Out of B.S. & F., Lots 1 & 2; also commonly known by its street address as 746 Mckinzie Road II. City agrees to deliver City water to such property or to waterlines on the property, under rules and regulations promulgated and authorized by Sections 55-111 as amended, of the Code of Ordinances, City of Corpus Christi. III. Owner and Lien Holder agree to construct all improvements on such property under all City codes and regulations and to obtain all City technical construction permits as though the property were inside the City. Owner and Lien Holder consent to inspections of all of such construction of duly authorized inspectors or representatives of City departments charged with enforcement of the codes and regulations. Owner and Lien Holder agree that, as to any improvements, the applicable codes and regulations are those codes and regulations that are in effect at the time of commencement of the improvements. IV. All connections to the City water system are subject to the same rules and regulations regarding standards of delivery of water service, including installation and disconnections for failure to pay charges, as consumers within the City limits. Page 1 of 3 V. IT IS AGREED by and between the parties hereto that all of the above conditions shall be binding upon the successors and assigns of the said Owner and each of them, if multiples, and constitutes a covenant running with the land. WITNESS OUR HAND this day of , 2015. OWNER(S): (signature line) jsignature line) , Owner , Owner STATE OF TEXAS COUNTY OF NUECES § § § This instrument was acknowledged before me on this the day of 2015, by LIEN HOLDER: (signature line) (Name) (Title) STATE OF TEXAS COUNTY OF NUECES § § § Notary Public, State of Texas This instrument was acknowledged before me on this the day of 2015, by (name), (Title) of (Bank Name) Notary Public, State of Texas Page 2of3 City of Corpus Christi: ATTEST: By: By: Rebecca Huerta Daniel M. Grimsbo, P.E., Director City Secretary Development Services Department STATE OF TEXAS COUNTY OF NUECES § § This instrument was acknowledged before me on this day of , 2015, by Rebecca Huerta, City Secretary, of the City of Corpus Christi, a Texas home -rule municipal corporation, on behalf of said corporation. STATE OF TEXAS COUNTY OF NUECES § § Notary Public, State of Texas This instrument was acknowledged before me on this day of 2015, by City Manager or designee, of the City of Corpus Christi, a Texas home -rule municipal corporation, on behalf of said corporation. Notary Public, State of Texas APPROVED AS TO FORM: day of , 2015. Julian Grant Senior Assistant City Attorney for the City Attorney C:\USERS\LORIB\DESKTOP\OCL WATER -WASTEWATER CONTRACTS\OCL WATER SERVICE CONTRACT 746 MCKINZIE RICHARD RANLEY.DOC Page 3of3 Corpus Christi u 1 746 McKinzie Rd. HWY 44 kROLINJ AND MORGAN CLARKWO ALPI VE E Q J J_ F BARK 0 0.125 0.25 0.5 0.75 Exhibit "A" Miles N E u_ OREGON z a w 0 0 2 0 z a cc Site J 0 IRIS N Water Contract Location Map City Limits Date Created: 8/11/2015 Prepared By: Larry D Fisher Department of Development Services File: K:IDevelopmentSvcsISPECIAL SERVICESIPLATSIWater ContractslLondon Club Estates%Maps Projected Coordinate System: NAD_1983_StatePlane Texas_South_FIPS_4205_Feet Projection: Lambert Conformal_ Conic OCL WATER CONTRACT - 746 MCKINZIE RD w Nuts FM 893 ,,,,ti z pry I3 j �5�5 \„%5°4rh & co $ HAVEN �PR,VR Vicinity Map CR 44 OpAI% H 37 LI PAN HWY44 AGNES BEAR ▪ 9 CR 36 GR 34 -0"4Q LL 4" CA C CR 26 �4 �� cc 0 CR 28 SR ��m 4; O LL O FM 43 '�gTOCq ver cFAly CR 24 FM 665 Q ,'i to a w Ou-,-, A ��Q� O= �<A CR 20 U } Oco „ �4" 21 rn Ce CR 14A in w ▪ CR 14 i U CR 12ITECAP EXHIBIT B - OCL WATER CONTRACT - 746 MCKINZIE RD N AGENDA MEMORANDUM Future Item for the City Council Meeting of September 15, 2015 Action Item for the City Council Meeting of September 22, 2015 DATE: September 2, 2015 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., Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 E. Jay Ellington, Director, Parks and Recreation JayEll@cctexas.com (361) 826-3476 Execute Amendment No. 1 to the Contract for Professional Services Ocean Drive Park Improvements — Swantner Park Bond Issue 2012 CAPTION: Motion authorizing the City Manager, or designee, to execute Amendment No. 1 to the Contract for Professional Services with HDR Engineering, Inc. of Corpus Christi, Texas in the amount of $113,900.00, for a total revised fee of $150,900.00 for Ocean Drive Park Improvements — Swantner Park, for design and bid phase services. PURPOSE: The purpose of this Agenda Item is to execute Amendment No.1 to the Contract for Professional Services with HDR Engineering Inc. for Ocean Drive Park Improvements — Swantner Park. BACKGROUND AND FINDINGS: The scope of this project is a part of the Ocean Drive Parks — Repairs and Improvements approved in Bond 2012 Proposition 4 which includes improvements and repairs to Swantner and Cole Park. Specific improvements to Swantner Park included installation of an automatic irrigation system and repairs to the seawall. Swantner Park's waterfront is protected by a stepped seawall approximately 2,110 feet long. The seawall sections are comprised of 40' long panels spanning between a continuous sheet pile bulkhead on the waterside and timber pilings at the landside. The City conducted field investigations and it was determined that there is severe spalling and deterioration of the surface and voids behind the seawall causing the seawall to C:\USERS\GRAN IC -1 \APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 7\@BCL@AC05556F\@BCL@AC05556F.DOCX collapse. HDR Engineering, Inc. of Corpus Christi, Texas was previously selected for this project and performed the initial field investigation. The field investigation included structural inspection of these panels, inspection of the soil conditions behind the concrete panels and steps, repair recommendations, and an engineer's opinion of probable cost for the recommended repairs. Each of the panels investigated showed considerable voids below the seawall. A gap between adjacent panels and the joints in the sheet pile was observed which indicates areas of instability and structural failure allowing for the erosion (loss) of sub -base support material. Sub -base support material is being loss from under the seawall because this material is able to freely pass through the joints between the concrete panels and sheet pile. These voids also caused the collapse of the sidewalk behind the seawall. To correct these discrepancies the following actions were recommended for design and construction: • Seal the concrete panel and sheet pile joints to stop support material from migrating out from underneath the seawall and sidewalk. • The existing sidewalk behind the seawall will be removed and replaced with the voids properly backfilled and compacted. Based on the field investigation, the engineer's opinion of probable cost for the subsurface and sidewalk repairs is $1,112,000. These repairs will extend the useful life of the seawall but will not correct the degradation of the concrete steps. This proposed amendment will include: Task 1: Initiation and Controls — Provide project management, reporting, scheduling, and quality control services for the tasks listed below. Task 2: Data Collection — Review existing ground conditions of the affected area as well as the surrounding site. Task 3. Final Design — Identify and select materials to fill voids below the existing seawall and design the sidewalk to replace the existing sidewalk. Task 4: Preparation of Construction Documents — Prepare drawings and technical specifications sufficient for bidding and construction of the work. Task 5: Bid Phase Services — Solicit potential bidders, participate in a pre-bid meeting, provide assistance in responding to bidder's questions, provide addendum assistance, attend the bid opening, prepare the bid tabulation, and provide a letter of recommendation for the selected bidder. ALTERNATIVES: 1. Execute Amendment No. 1 to the Contract for Professional Services HDR Engineering, Inc. as proposed. 2. Do not execute Amendment No. 1 to the Contract for Professional Services with HDR Engineering, Inc. as proposed. OTHER CONSIDERATIONS: This project was approved November 6, 2012 in the Bond Issue 2012 Package under Proposition No. 4 — Parks and Recreation Improvements CONFORMITY TO CITY POLICY: The Contract for Professional Services and selection process comply with the Professional Procurement Act and City Policy. HDR Engineering, Inc. was selected based upon qualifications, wide working knowledge of applicable project fundamentals, and understanding of project requirements. C:\USERS\GRAN IC -1 \APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 7\@BCL@AC05556F\@BCL@AC05556F.DOCX EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Parks and Recreation FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $750,000.00 $2,250,000.00 $3,000,000.00 Encumbered/Expended Amount This item $113,900.00 $0.00 $113,900.00 Future Anticipated Expenditures This Project $636,100.00 $760,340.00 $1,396,440.00 BALANCE $0.00 $1,489,660.00 $1,489,660.00 Fund(s): Parks and Recreation Bond Issue 2012 Comments: Amendment No. 1 to the Contract for Professional Services will result in the expenditure of an amount not to exceed $113,900.00 for a total contract amount not to exceed $150,900.00. RECOMMENDATION: City Staff recommends the approval of Amendment No. 1 to the Contract for Professional Services HDR Engineering, Inc. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Amendment No. 1 Presentation C:\USERS\GRAN IC -1 \APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 7\@BCL@AC05556F\@BCL@AC05556F.DOCX a CITY OF CORPUS CHRISTI AMENDMENT No. 1 to 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 HDR ENGINEERING, INC., a Texas corporation 555 N. Carancahua Ste. 1600, Corpus Christi, Nueces, Texas, 78401, (Architect/Engineer — A/E), hereby agree as follows: 1. SCOPE OF PROJECT Ocean Drive Park Improvements — Swantner Park (Project No. E14049) — Swantner Park's waterfront is protected by a stepped seawall approximately 2,110 feet long. The poor visual condition of the seawall prompted the City to perform an engineering field investigation to determine the condition of the structure. The seawall is experiencing severe spalling and deterioration of the surface along with the sidewalk behind the seawall collapsing. HDR Engineering, Inc. of Corpus Christi, Texas was selected for this project as a result of RFC No. 2012-03 Bond Issue 2012 and CIP Projects, dated August 31, 2012. The seawall sections are comprised of 40' long panels spanning between a continuous sheet pile bulkhead on the waterside and timber pilings at the landside. The field investigation included structural inspection of these panels, inspection of the soil conditions behind the concrete panels and steps, repair recommendations, and an engineer's opinion of probable cost for the recommended repairs. Each of the panels investigated showed considerable voids below the seawall. A gap between adjacent panels and sheet pile was observed which indicates areas of instability and structural failure allowing for the loss of support material creating the sub -base voids. Sub -base support material is migrating from under the seawall because water is able to freely pass through the joints between the concrete panels causing the erosion. These voids caused the settlement of the sidewalk. In order to stop material from being lost underneath the seawall, the following has been recommended: The panel joints will be sealed to stop material from migrating out from between the joints of the panels and sheet pile. The existing sidewalk behind the seawall will be removed in order to replace the material lost and a new sidewalk will be installed. Based upon the measurements taken during the field investigation, the volumes of voids behind the panels were estimated and will be used for the procurement of the repairs. The recommended final design will identify the least expensive remedy to repair the current system and prepare the construction documents necessary to competitively procure the work. Based on the field investigation, the engineer's opinion of probable cost for the subsurface and sidewalk repairs is $1,112,000. These repairs will not correct the surface decline of the steps but will extOnd the useful structural life of the seawall. Contract for Engineering (A/E) Services Page 1 of 4 K lEngineering DataExchangelClarissaJ1Parks1E14049 - Ocean Drive Park Improvements Swantner ParklAmendment No. 111 CONTRACT PROFESSIONAL SERVICES.docx 2. SCOPE OF SERVICES The A/E hereby agrees, at its own expense, to perform design services necessary to review and prepare plans, specifications, and bid and contract documents. In addition, A/E will provide monthly status updates (project progress or delays, gantt charts presented with monthly invoices) and provide contract administration services, as described in Exhibit "A", to complete the Project. Work will not begin on Additional Services until requested by the A/E (provide breakdown of costs, schedules), and written authorization is provided by the Director of Capital Programs. A/E services will be "Services for Construction Projects"- (Basic Services for Construction Projects") which are shown and are in accordance with "Professional Engineering Services- A Guide to the Selection and Negotiation Process, 1993" a joint publication of the Consulting Engineer's Council of Texas and Texas Society of Professional Engineers. For purposes of this contract, certain services listed in this publication as Additional Services will be considered as Basic Services. 3. ORDER OF SERVICES The A/E agrees to begin work on those authorized Basic Services for this contract upon receipt of the Notice to Proceed from the Director of Capital Programs. 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 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. The Director of Capital Programs may direct the A/E to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. A/E shall notify the City of Corpus Christi within three (3) days of notice if tasks requested requires an additional fee. 4. INDEMNITY AND INSURANCE A/E agrees to the mandatory contract indemnification and insurance requirements as set forth in Exhibit "B". 5. FEE The City will pay the A/E a fee, as described in Exhibit "A", for providing services authorized, a total fee not to exceed $113,900.00, (in Numbers), One Hundred Thirteen Thousand Dollars (in Words) for a total amount not to exceed $150,900.00 (in Numbers), One Hundred Fifty Thousand Nine Hundred Dollars (in Words). Monthly invoices will be submitted in accordance with Exhibit "C". Contract for Engineering (A/E) Services Page 2 of 4 K:lEngineering DataExchangelClarissaMarks1E14049 - Ocean Drive Park Improvements Swantner ParklAmendment No. 111 CONTRACT PROFESSIONAL SERVICES.docx 6. TERMINATION OF CONTRACT The City may, at any time, with or without cause, terminate this contract upon seven days written notice to the A/E at the address of record. In this event, the A/E will be compensated for its services on all stages authorized based upon A/E and City's estimate of the proportion of the total services actually completed at the time of termination. 7. LOCAL PARTICIPATION The City Council's stated policy is that City expenditures on contracts for professional services be of maximum benefit to the local economy. The A/E agrees that at least 75% of the work described herein will be performed by a labor force residing within the Corpus Christi Metropolitan Statistical Area (MSA). Additionally, no more than 25% of the work described herein will be performed by a labor force residing outside the Corpus Christi Metropolitan Statistical Area (MSA.) 8. ASSIGNABILITY The A/E will not assign, transfer or delegate any of its obligations or duties in this contract to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the A/E staff. If the A/E is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the A/E fee may be assigned in advance of receipt by the A/E without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 9. OWNERSHIP OF DOCUMENTS All documents including contract documents (plans and specifications), record drawings, contractor's field data, and submittal data will be the sole property of the City, may not be used again by the A/E without the express written consent of the 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. Contract for Engineering (A/E) Services Page 3 of 4 K:lEngineering DataExchangelClarissanparks1E14049 - Ocean Drive Park Improvements Swantner ParklAmendment No. 111 CONTRACT PROFESSIONAL SERVICES.docx CITY OF CORPUS CHRISTI HDR ENGINEERING, INC. J.H. Edmonds, P.E Date Arthur B. Colwell, P.E. Date Director Capital Programs Vice President 555 N. Carancahua, Suite 1600 Corpus Christi, TX 78401-0850 (361) 696-3300 Office (361) 696-3385 Fax RECOMMENDED E. Jay Ellington Date Director of Parks and Recreation APPROVED Office of Management Date and Budget APPROVED AS TO LEGAL FORM Assistant City Attorney Date ATTEST Rebecca Huerta, City Secretary Ocean Drive Park Imarovements (Project No. E14049 Fund Name Accounting Account Activity No Amount Unit No. Parks and Rec Bond 2012 3293-027 550950 E14049013293EXP $113,900.00 Total $113,900.00 Encumbrance No. Contract for Engineering (A/E) Services Page 4 of 4 KAEngineering DataExchangelClarissaAParks1E14049 - Ocean Drive Park Improvements Swantner ParklAmendment No. 111 CONTRACT PROFESSIONAL SERVICES.docx EXHIBIT "A" Page 1 of 12 (1 -AIN July 10, 2015 July 24, 2015 rev. 01 July 28, 2015 rev. 02 Mr. John Maggiore, PE Project Director City of Corpus Christi Capital Programs P.O. Box 9277 Corpus Christi, TX 78469 P107969 RE: PROPOSAL FOR ENGINEERING SERVICES — SWANTNER PARK FINAL DESIGN Dear Mr. Maggiore: Thank you for giving us the opportunity to submit a proposal associated with the next phase of the work required for Swantner Park. BACKGROUND Through a request by the City of Corpus Christi (City), HDR Engineering, Inc. (HDR) performed an investigation of the condition of the existing stepped seawall at Swantner Park. HDR performed the investigation and submitted an Engineering Letter Report (ELR) on June 5, 2015. The document outlined the condition of the structure and provided potential repair options (including opinions of probable project costs) for rehabilitation. Based on that information, the City requested this proposal for the fmal design services required for the void filling below the seawall and replacement of the existing sidewalk adjacent to the seawall. PROPOSED PROJECT APPROACH As requested in an email from you, dated June 29, 2015, HDR will design repairs based on Option 3: Subsurface and Sidewalk Repairs of the ELR. Option 3 includes: 1. Seal the joints of the existing concrete sheet piles to stop material from migrating into the bay; 2. Removal of the existing sidewalk; 3. Installation of fill material below the existing seawall; 4. Replace the existing sidewalk SCOPE OF SERVICES In order to provide the services requested, we propose to perform the scope of services as generally listed below and outlined in more detail in Attachment A: hdrinc.corn HOR Engineering, Inc. Texas Registered Engineering Firm F-754 555 N Caranc Suite 1600 Carpus Christ Mr. John Maggiore, PE July 28, 2015 Page 2 of 3 P107969 • Task 1: Initiation and Controls -- Provide project management, reporting, scheduling, and quality control services for the tasks listed below. • Task 2: Data Collection — Review existing ground conditions of the affected area as well as surrounding site. We will sub -contract with a local surveyor to provide a topographic survey of the area. The City will contract with a local geotechnical firm to provide sampling and testing services for the parameters required for the design of the sidewalk. HDR will coordinate with the geotechnical firm to discuss locations, depths, and required design parameters. • Task 3: Final Design — Identify and select materials to fill voids below the existing seawall and design the sidewalk to replace the existing. • Task 4: Preparation of Construction Documents — Prepare drawings and technical specifications sufficient for bidding and construction of the work necessary for the work. We will sub -contract with a local cost estimating firm to provide opinions of cost at each submittal. • Task 5: Bid Please Services -- Solicit potential bidders, participate in a pre-bid meeting, provide assistance in responding to bidder's questions, provide addendum assistance, attend the bid opening, prepare the bid tabulation, and provide a letter of recommendation for the selected bidder. PROJECT SCHEDULE Below is a preliminary schedule of permitting, design, bidding, and construction. ACTIVITY DAY COUNT* CUMULATIVE DAY COUNT* NTP from CITY 0 0 Begin Project 10 10 60% Submittal 70 80 60% CITY Review 15 95 90% Submittal 40 135 90% CITY Review 15 150 Final Submittal 30 180 *Business Days PROJECT FEES In order to accomplish the work generally described above and in more detail in the Scope of Services (Attachment A), HDR proposes to provide services on a Lump Sum Basis for a fee of $113,900. We will provide these services in accordance with the City's standard contract for A/E Professional Services. A summary of fees is shown in the table below: HDR Engineering, Inc. Texas Registered Engineering Firm F-754 0:1 Ports and Harborsl02 Project Management) Mr. John Maggiore, PE July 28, 2015 Page 3 of 3 Task 1: Initiation / Controls' $ 15,125 Task 2: Data Collection $ 2,625 Task 3: Final Design $ 18,000 Task 4: Preparation of Construction Documents $ 67,250 Task 5: Bid Phase Services $ 8,425 Sub consultants+15% Markup $ 2,475 Total $ 113,900 'Includes project management P107969 Any work outside the Scope will be done, with authorization from you, via a formal Scope Change Document, in accordance with an agreed -to lump sum fee. This proposal is valid for 45 days from the date of this document. Invoicing will be submitted on a monthly basis and a monthly status report will be included to provide a status update regarding completed progress. Thank you again for asking us to continue to help. We look forward to continuing our working relationship with you and your staff on this project. If you have any questions or require additional information, please do not hesitate to contact me at 361-696-3347. Sincerely, HDR ENGINEERING, INC. Daniel E'. .E. Project Manager j Ports and Harbors Enclosures: Attachment A — Scope of Services Attachment B — Man hour Breakdown Attachment C — Subconsultant Agreement HDR Engineering, Inc. Texas Registered Engineering Firm F-754 Arthur B. Colwell, P.E. Vice President Managing Principal ()Voris and Harbors \02 Project Management12.I EXHIBIT "A" Page 3 of 12 July 28, 2015 P107969 Attachment A - Scope of Services I. Initiation and Controls (Task 1) This work will involve general project management duties such as status reporting, scheduling of manpower and project deliverables, staff assignments, internal coordination meetings, deliverables and quality control (QC) based on HDR's pre -established QC program. HDR will prepare meeting notes, conferences and conference calls pertaining to HDR's design efforts. II. Data Gathering (Task 2) 1. Site Visits. HDR will visit the site to observe landside features and to update previously submitted information to generally reflect existing conditions to assist in preparation of the design drawings. 2. Coordination with Surveyor. HDR will sub -contract with Naismith Marine Services, Inc. to collect necessary topographic and hydrographic data for use in identifying and locating existing features and developing the site plan for the project. 3. Coordination with Geotechnical Firm. HDR will coordinate with Rock Engineering & Testing Laboratory, Inc. (RETL) to collect and test necessary soil samples to provide appropriate design parameters for the design of the sidewalk. The City will contract directly with RETL. III. Final Design (Task 3) 1. Design of Void Filling. HDR will identify and select materials to fill the voids below the existing seawall. These repairs will include the sealing of open vertical joints of the existing concrete sheet piles below the front wall cap which runs along the length of the seawall. 2. Design of Replacement Sidewalk. HDR will design the sidewalk which will replace the existing deteriorated sidewalk. It is expected the existing sidewalk will be removed to create a pathway for the placement of the fill material as void filler below the existing seawall. The sidewalk will be integrated into the existing site, including the interface with the existing parking and grassy areas. IV. Preparation of Construction Documents (Task 4) 1. Plans. HDR will prepare a single set of signed and sealed design drawings sufficient for construction of the work. The expected drawing package will include the following sheets: 1) Cover Sheet 2) General Notes and Legend 3) Existing Site and Demolition Plan 4) Existing Sections and Details 1 5) Existing Sections and Details 2 6) Overall Site Plan 7) Enlarged Plan l 8) Enlarged Plan 2 9) Enlarged Plan 3 10) Enlarged Plan 4 11) Typical Sections 1 12) Typical Sections 2 13) Typical Sections 3 14) Typical Details 1 15) Typical Details 2 16) Typical Details 3 17) Miscellaneous Sections and Details 1 18) Miscellaneous Sections and Details 2 19) Miscellaneous Sections and Details 3 2. Specifications. HDR will prepare specifications including: a. Part T - Technical Specifications City staff will provide the City's standard specifications; standard detail sheets, standard and special provisions, and forms for required contract documents. In addition, the City staff will provide the budget for the Project specifying the funds available for the construction contract. Page 1 of 2 Attachment A — Scope of Services July 28, 2015 b. Opinion of Probable Construction Cost Opinions of probable project cost will be made on the basis of HDR's experience and qualifications and represent our judgment as an experienced and qualified professional generally familiar with the industry. However, since HDR has no control over the cost of labor, materials, equipment, or services furnished by others, or over the Contractor's methods of determining prices, or over competitive bidding or market conditions, HDR cannot and does not guarantee that proposals, bids, or actual project cost will not vary from opinions of probable costs submitted. If the City wishes greater assurance as to probable costs consideration should be given to retaining an independent cost estimator. 3. Meetings. HDR will participate in three pre -submittal review meetings (prior to 60%, 90%, and Final) and two (60% and 90%) formal review meetings with City staff prior to completion of the plans and specifications. V. Bid Phase Services (Task 5) For the Bid Phase the HDR will provide the following services: 1. Solicitation of Potential Bidders. HDR will assist City staff in identifying and soliciting potential bidders to provide an opportunity for contractors to participate in the bidding of this construction project. 2. Bidder Questions. HDR will address questions that may arise during the bidding process. The fee for this task assumes ten questions. 3. Pre -Bid Meeting. HDR will participate in one pre-bid meeting with City staff and interested parties held at City Hall. HDR will be available to answer questions and clarify issues that may come up based on the drawings and specifications. 4. Addenda. HDR will assist the City with the preparation of technical addenda or other revisions necessary to inform contractors of approved changes prior to bidding. The fee for this task assumes four addendums. 5. Bid Opening and Bid Tabulation. HDR will be present at the bid opening to assist City staff during the process of collecting bids to identify the potential low bidder. Following the bid opening, HDR will tabulate bids based on the bid opening information provided by City staff. 6. Letter of Recommendation. HDR will present a letter of recommendation to the City for the selection of the Contractor. Page 2 of 3 Attachment A — Scope of Services July 28, 2015 Deliverables: The following table summarizes the deliverable provided to the Ci tv as a result of this service: List of Engineering Submittals Submittal Remarks 60% Submittal Documents One electronic copy (in PDF format via email) of the drawings, specification table of contents, and opinion of probable construction costs (OPCC) at the 60% completion stage, The purpose of this submittal is to allow the City to perform a review of the work and prepare for the 60% review meeting. 90% (Pre -Final) Documents One electronic copy (in PDF format via email) of the drawings, specifications, and OPCC at the Pre -final stage. The drawings and specifications (including City -provided front end documents) will be complete. The OPCC will be in the format of the Bid Tabulation broken down into Base Bid and Additive Bid Items. The purpose of this submittal is to allow the City to perform a final internal review of the work before finalizing the contract documents and to prepare for the 100% review meeting. _. Issued -for -Bid (Final) Documents One 22"x34" (or 11"x17") unbound set of hard copy drawings, 8 Y2"x 11" unbound set of technical specifications and front-end documents, and bid form of the ISSUED FOR BIDS set, suitable for reproduction. Bid Phase Contract Items One electronic copy (in PDF format via email) of contract addenda and/or responses to questions required during the bidding phase. One electronic copy (in PDF and XLSX format via email) of the bid tabulation form. Page 3 of 3 Client Point of Contact: Mr. John Maggiore, PE Client Organization: COCC Project Name: COCC Swantner Park Final Design Project Manager (HDR): DEG Proposal Number: P107969 A. Task Description HDR Task Code PROJECT PROPOSAL SUMMARY Expenses / Reimbursables ($) Labor ($) In -House Outside with Phase Subtotals markup @ ($) 15% 1 Initiation / Controls 01 $5,000 $ - $ - $ 5,000 2 Data Collection 02 $2,617 $ - $ - $ 2,617 3 Final Design 03$17,979 $ $ 29 $ 18,008 4 Preparation of Construction Docs 04 $67,119 $ $ 115 $ 67,234 5 Bid Phase Services 05 $8,426 $ - $ - $ 8,426 6 $0 $ - $ - $ - 7 $0 $ - $ - $ - 8 $0 $ - $ - $ - Services Subtotal > $ 101,285 B. Project Contingency: C. Subconsultants Sub Fee 1 Naismith Marine Services $ 2,150.00 $ 2 $ - $ 3 $ - $ 4 $ - $ 5 $ - $ ;RAND TOTAL (PROJECT) (A+B+C) 10% > $ 10,128 15% Management Fee 322.50 Subconsultants Subtotal 2,473 2,473 113,886 tOPOSALS 209\2015\P107969 COCC Swantner Park Final Design\2.0 PROJECT MANAGEMENT AND ADMIN\2.2 Development (Marketing)\4) ProjedttEatuantallt B et Estimate\P107969 COCC Swantner PIF 07282015.xlsx Sheet 1 of 2 Client Name: Mr. John Maggiore, PE Client Organization: COCC Project Name: COCC_Swantner Park Final Design Project Manager: DEG Proposal Number: P107969 MANHOUR BREAKDOWN TOTALS: Pro'ect Labor Cost Resource Initials Hours Efficiency (%) As Work Days As Work Weeks ADH —270 DEG NKG LAS ESL DRJ 140 33 38 261 15 100% 50% 25% 25% 10% 50% 10% 68 70 17 48 65 19 14 14 3 10 13 4 Al A2 A3 A4 A5 A6 A7 A8 01 Initiation / Controls 419 3581 171 490 98 124 02 Data Collection 1395 512 392 248 03 Final Design 10044 6138 1368 04 Preparation of Construction Docs 20925 11083 3420 3136 25088 1488 05 Bid Phase Services 4883 2558 684 98 Per Staff Category COrO CD 74 CO W 0 D N .. - - 37665 - 23870 5643 3724 - 25578 - 1860 Total Hrs 32 19 116 535 55 757 Per Phase 4882 2547 17550 65140 8222 ATTACHMENT B DSALS 209\2015\P107969 COCC Swantner Park Final Design\2.0 PROJECT MANAGEMENT AND ADMIN \2.2 Development (Marketing)\4) Project Fee and Budget Estimate\P107969 COCC Swantner PIF 07282015.xlsx Page 2 of 2 W ¢ Sa BASIC SERVICES Professional Staff Prof Staff (Addtl/Duplicate Roles) Para -Professional Staff W = w — w ? W UJ S Cu — — Tu J c C .unaµa`m c' ��c oo i c� Wm o>' 'm 0050 cm W� W 6= 0 .�7 ink 1' •cV 0 511 F m o e: o 0 50 o 0 50 o 0 50 0 0 e: (q ]m i¢r a = o — o = _ F of i $114 $124 $140 $155 6171 $191 $212 $233 $253 $274 $134 $155 $176 $196 6295 $0 $0 $171 $98 $0 $0 $0 $0 $0 $83 $85 $0 $0 $98 $111 $124 $137 B1 01 Initiation / Controls - - 3 - 21 1 5 1 1 B2 02 Data Collection - - 10 - 3 4 - 2 - B3 03 Final Design 72 36 8 B4 04 Preparation of Construction Docs - - 150 - 65 - - - - - - - - - - - - 20 32 - - - - - - - - - 256 - 12 - B5 05 Bid Phase Services - - 35 - 15 - - - - - - - - - 4 1 B6 -- - - - - - - - B7-- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - B8-- - - - - - - - - - - - - - - - - - - - - - - - - TOTALS: Pro'ect Labor Cost Resource Initials Hours Efficiency (%) As Work Days As Work Weeks ADH —270 DEG NKG LAS ESL DRJ 140 33 38 261 15 100% 50% 25% 25% 10% 50% 10% 68 70 17 48 65 19 14 14 3 10 13 4 Al A2 A3 A4 A5 A6 A7 A8 01 Initiation / Controls 419 3581 171 490 98 124 02 Data Collection 1395 512 392 248 03 Final Design 10044 6138 1368 04 Preparation of Construction Docs 20925 11083 3420 3136 25088 1488 05 Bid Phase Services 4883 2558 684 98 Per Staff Category COrO CD 74 CO W 0 D N .. - - 37665 - 23870 5643 3724 - 25578 - 1860 Total Hrs 32 19 116 535 55 757 Per Phase 4882 2547 17550 65140 8222 ATTACHMENT B DSALS 209\2015\P107969 COCC Swantner Park Final Design\2.0 PROJECT MANAGEMENT AND ADMIN \2.2 Development (Marketing)\4) Project Fee and Budget Estimate\P107969 COCC Swantner PIF 07282015.xlsx Page 2 of 2 Naismith Marine Services, Inc. 3765 South Alameda, Suite 205 Corpus Christi, Texas 78411 (361) 945-0248 www.naismithmarine.com Scope of Work (II\ Naismith Marine Services Sea Floor Surveying July 6, 2015 HDR, Inc. Topographic Survey of the Shoreline of Swantner Park, Corpus Christi, TX The following scope of work includes surveys necessary for design: • Transects at joints spaced approximately 40' throughout the survey area. • Shots located as detailed in below sketch. • All outfalls, curbs, inlets, and surface anomalies will be tied in. • Limits are from 20' landward of sidewalk to 10' into Corpus Christi Bay • Recover and/or set survey control A detailed scope and cost estimate are included on the following pages: Survey Area Transects (Image from HDR) EXHIBIT "A" Page 9 of 12 EXHIBIT "A" Page 10 of 12 4 • A� t T r'l Kerns 5Lo.ge UV) '24 -s 0-4 k)0 LU' 6,"c,.ra Survey Methodology Topographic/Wading Survey b. USTtop, TAke LOCATG ,c- ;,1ri r . LcCAtIE !Olt TY e� AtePi4 vrtis) s tit . • ,rtor.) lam) 2- 5urt 'seta . -t4.6 <./<} a. c s, w _LS,. G, .r u 5 w i o n- its OF Le ✓-a1t)\__- Shot detail (Image from HDR) GPS-RTK will be utilized for the upland and wading portion of this survey. The upland/wading survey will extend from the inland edge of the existing sidewalk to wading depths. Survey Control Horizontal control will be obtained using GPS-RTK and conventional methods where appropriate. Vertical control will verified using GPS-RTK, static methods, and/or conventional leveling. All checks are completed using published NOAA-NGS control points. Control points used may be updated depending on access and physical condition. Horizontal Datum for this project – NAD 27 (North American Datum of 1927) Projection – Texas South Zone, US Survey feet. Vertical Datum – USACE MLT (1.0 MLT = 0.0 NAVD88) Equipment GPS-RTK— Hemisphere S320 or Trimble R8 Offshore Positioning — Hemisphere, Trimble DGPS, or GPS RTK Echo Sounder — Knudsen, ODOM CVM, or equivalent Heave compensator - GPS RTK or TSS DMS3-05 Conventional Survey equipment as required Deliverables The deliverables include: • Deliverable shall include point files, field notes, and AutoCAD file. The AutoCAD survey file shall include all survey points. Quality Control Horizontal and Vertical Control points will be checked against published NGS control points and/or GPS Static observations on control points (Typically OPUS). The data will be plotted and contoured to highlight poor RTK solutions or point data. ATTACHMENT C PAGE 3OF4 Cost Estimate Field Task Time Cost per day Estimated Cost Recover and Verify survey control % day $ 1,750 n/c Topographic Survey of approx. 52 transects along the shoreline 1 day 1,750 1,750 Sub -total Field 1 day 1,750 Office Task Time Unit Cost Cost Process topographic data, produce AutoCAD sketch and deliverables 1/2 day 800 400 Sub -total Office 1 day 400 Total Estimate $ 2,150 Estimated time to completion is 14 days from notice to proceed. The above will be billed on a lump sum basis. Weather rates are not proposed on this project as it will be scheduled on an acceptable forecast. Naismith Marine Services will coordinate with the client on any scope changes. All changes need to be approved in advance of additional work being started. Thank you for the opportunity to propose these services. 9.90.-6 )1A itliA:snat James M. Naismith, RPLS, LSLS ATTACHMENT C PAGE 4OF4 Ocean Drive Park Improvements - Swanter Park Project No. E14049 BOND ISSUE 2012 SUMMARY OF FEES Basic Services Fees Preliminary Phase Design Phase Bid Phase Construction Administration Phase Subtotal Basic Services Fees 1 2 3 4 i Additional Services Fees (Allowan Pemit Preparation ROW Acquisition Survey Topographic Survey and Parcel Descriptions Environmental Issues Public Involvement Subsurface Utility Investigation Construction Observation Services Start-up Services Warranty Phase Subtotal Additional Services Fees 1 1 2 2 3 3 4 4 5 5 6 6 7 7 8 8 9 9 Total Authorized Fee . Original Contract Amend No. 1 Total $37,000.00 $0.00 $37,000.00 $0.00 $103,000.00 $103,000.00 $0.00 $8,425.00 $8,425.00 $0.00 $0.00 $0.00 $37,000.00 $111,425.00 $148,425.00 ce) $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $2,475.00 $2,475.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $2,475.00 $2,475.00 $37,000.00 $113,900.00 $150,900.00 Admin Approval Dec. 8, 2015 EXHIBIT "A-1" Page 1 of 1 EXHIBIT B INSURANCE REQUIREMENTS & INDEMNIFICATION I. CONSULTANT'S LIABILITY INSURANCE A. Consultant must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. Consultant must furnish to the Director of Capital Programs with the signed agreement two (2) copies of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability including: 1. Commercial Broad Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors • 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit PROFESSIONAL LIABILITY (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 insured. WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory $500,000/$500,000/$500,000 Insurance Requirements & Indemnification - 1 Rev. 07/29/2015 C. In the event of accidents of any kind related to this contract, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Consultant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of 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 a copy of the replacement Certificate of Insurance to City at the address provided below within 10 days of any change made by the Consultant or as requested by the City. Consultant shall pay any costs incurred resulting from said changes. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Director of Capital Programs 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, and volunteers, as additional insureds by endorsement with regard to 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; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, 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. 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 Insurance Requirements & Indemnification - 2 Rev. 07/29/2015 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 contract. 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 under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. INDEMNIFICATION Consultant shall fully indemnify, hold harmless, and defend the City of Corpus Christi and its officials, officers, agents, employees, volunteers, directors and representatives ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and defense costs, caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by Consultant or its agent, consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This Indemnification does not apply to any liability resulting from the negligent acts or omissions of the City of Corpus Christi or its employees, to the extent of such negligence. Consultant must, at City's option, defend Indemnitee and with counsel satisfactory to the City Attorney. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. Insurance Requirements & Indemnification - 3 Rev. 07/29/2015 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey 0 & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date: Sample form for: Payment Request Revised 07/27/00 Total Amount Previous Total Percent Contract Amd No.1 Amd No. 2 Contract Invoiced Invoice Invoice Com tete $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% 2,000 1,000 0 3,000 1,000 500 1,500 50% 500 0 250 750 0 0 0 0 2,500 0 1,000 3,500 0 0 0 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 TESD 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% SUPPLIER NUMBER ri TO BE ASSIGNED 13Y CITY PURCHASING DIVISION City of Corpus Christi 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 he to .rovide the fo1lowin information. lgygiVauestItinlm tafigirlITZIMMITVs,:ga, avArerDm0 ,, All See reverse -side for- iremen s, Certifications and definitions. COMPANY NAME: HDR Engineering, Inc. P. O. BOX: STREET ADDRESS: 555 N. Carancahua, Suite 1600 CITY: Corpus Christi ZIP: 78401 FIRM IS: 1. Corporation X 2. Partnership 4. Association ❑ 5. Other 3. Sole Owner ❑ DISCLOSURE QUESTIONS additional space is necessary, please use the reverse side of this page or attach separate sheet. 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/A Job Title and City Department (if known) 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." NamebA Title 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." Name04147 Board, Commission or Committee IState 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 �iQ Consultant EXHIBIT "D" Page 1 of 2 EXHIBIT "D" Page 2 of 2 FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that 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: Arthur B. Colwell, P. E. (Type or Print) MertifxingW Title: Vice President jee4t544014 DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. PROJECT BUDGET ESTIMATE Ocean Drive Park Improvements - Swantner Park & Cole Park (Project Nos. E14049 & E14050) Bond Issue 2012 PROJECT FUNDS AVAILABLE: Parks and Recreation Bond 2012 $3,000,000.00 FUNDS REQUIRED: Construction (preliminary estimate) 1,112,000.00 Contingency (10%) 111,200.00 Design Fees: Engineer (HDR Engineering) 37,000.00 Engineer (HDR Engineering )Amend No. 1 THIS ITEM 113,900.00 Geotechnical Study and Testing (TBD) 2,800.00 Reimbursements: Contract Administration (Contract Preparation/Award/Admin) $ 16,680.00 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt Services) $ 111,200.00 Misc. (Printing, Advertising, etc.) $ 5,560.00 TOTAL $1,510,340.00 *ESTIMATED PROJECT BUDGET BALANCE $1,489,660.00 *Remaining funds to be used on Cole Park repairs and improvements Corpus Christi Bay Swantner Park Arm m TA 0 5 9- LOCATION MAP NOTIO SCALE -. fr"*: I` yea Ps • PROJECT LOCATION PROJECT: E14049 Ocean Drive Park Improvements Swantner Park CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF CAPITAL PROGRAMS PAGE: 1 OF 1 ‘t• Corpus Chr sti Capital Programs Ocean Drive Park Improvements Swantner Park Council Presentation September 15, 2015 Location Map 10 Corpus Chr sti Capital Programs Corpus Christi Bay • • •1. Project Scope ‘.t) Corpus Chr sti Capital Programs Project includes: • Installation of Automatic Irrigation System • Repairs to the seawall including sealing the concrete panel and sheet pile joints • Existing sidewalk will be removed and replaced Project Scheduletat4 JCorpus Chr sti Capital Programs 14 2015 2016 Dec Jan Feb Mar Apr May Jun Field Investigation Jul Aug Sep Oct Nov Dec Jan Finn Feb Mar Apr May Bid Jun Jul Aug Sep Oct Nov Dec Projected Schedule reflects City Council award in September 2015 with anticipated construction completion in December 2016. AGENDA MEMORANDUM Future item for the City Council Meeting of September 15, 2015 Action item for the City Council Meeting of September 22, 2015 DATE: August 21, 2015 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., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: J. H. Edmonds, P. E., Director of Capital Programs jeffreye@cctexas.com (361) 826-3851 CAPTION: Jerry Shoemaker, P. E., Senior Program Manager jerrys2@cctexas.com (361) 826-3516 Engineering Change Order Navigation Boulevard from Up River Road to Leopard Street BOND 2012 Motion authorizing the City Manager, or designee, to execute Change Order No. 1 to a construction contract as a final settlement with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $235,000.00 for the Navigation Boulevard from Up River Road to Leopard Street project. (Bond 2012) PURPOSE: The purpose of this Agenda Item is to obtain authority to execute a change order to a construction contract with Reytec Construction, Inc., for the Navigation Boulevard from Up River Road to Leopard Street BOND 2012 project as a settlement for administrative costs. BACKGROUND AND FINDINGS: This Change Order is to settle the administrative cost as a result of the City Terminating for Convenience the Construction Contract with Reytec Construction, Inc. In July 2014, Staff recommended and City Council awarded the construction contract to Reytek Construction Resources, Inc. in the amount of $14,480,215. The contractor was administratively prepared to begin construction but was not authorized for construction pending unanticipated major changes to the scope of work. To date, no construction has occurred. C:\USERS\GRANIC-1 \APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 7\@BCL@64055FEE\@BCL@64055FEE.DOCX This project was approved in the Bond 2012, Proposition No. 1 Street Project by the community in the general election held in November 6, 2012. Brochure description: "Navigation Boulevard from Up River Road to Leopard Street - This project includes full -depth repair and capacity expansion of the existing four lane roadway to a five lane roadway (four travel lanes and continuous center left turn lane) to conform to the A-1 Arterial designation of the current Urban Transportation Master Plan (UTMP). A wider paved shoulder will be provided as a bike route. Improvements will include curb and gutter, sidewalks, ADA curb ramps, and pavement markings. Future bikeway requirements will require evaluation at the time of roadway design and shall conform to the adopted Bikeway Plan of the UPMP/Integrated Community Sustainability Plan (ICSP)." Subsequent to the award, staff received word from contractors that underground utility conflicts significantly impacted the bid prices and as a result some contractors declined to submit a bid. As a result, staff engaged with the design engineer, LNV Engineering, Inc., and refinery representatives over several weeks to re-evaluate the field conditions and impacts. It is important to note that the areas surrounding the refineries present significant risk to fully identify and mitigate existing underground oil, gas, nitrogen and other industrial service lines. Many lines were abandoned over the years and some with potential leaks. During project design, the conflicts were identified, however, the criticality was that the magnitude was not fully identified until after award. It was determined that as designed, the private refinery lines were in potential conflict creating a significant risk to the project. Relocating these lines represents a potential cost of $20 Million for the City and/or Refinery pending final resolution determining easements and ROW with associated responsibility. Based on these factors and particularly the criticality of two active lines supporting Valero operation, staff initiated a comprehensive Value Engineering (VE) process to minimize or eliminate the conflicts. This primarily consisted of re-evaluation underground utilities including the large diameter drainage culverts. A separate contract using a more accurate 2-D modeling technique was used to identify existing flooding conditions with existing system capacity and future requirements and alternatives. Based on the modeling, it was determined that there were other alternatives to meet future drainage requirements and that the lesser improvements could be provided to improve the existing system and drainage. No known flooding exists to structures and businesses. With these determinations, LNV was tasked to redesign the Storm Water drainage improvements eliminating major expansion of the drainage system that was conflicting with Refinery pipelines. The contractor, Reytec Construction Resources, Inc., was provided the opportunity to evaluate and negotiate changes within the existing contract. However, after weeks of discussions and meetings, it was concluded that no agreement could be reasonably meet within the existing terms of the contract and therefore the contract would have to be terminated and re -advertised. The following is a timeline summary of the project: • May 21, 2014 — Project Bid date; • July 29, 2014 — City Council Construction Contract Award; • August 2014 — Valero Pipeline relocation issue emerged; • September to October 2014 — Initial project redesign discussions and re-evaluations; • November 2014 thru January 2015 — Value Engineering alternatives evaluated to reduce cost and risk with major underground refinery utilities to include detailed modeling for existing and future drainage evaluations to revise proposed project drainage requirements; • January 2015 — Final determinations made to reduce drainage to upgrade current system to meet all current flows and any additional flows from the project in addition to other VE determinations; • January to February 2015 — Construction plans (design) changed to accommodate reduced drainage system improvements and other reductions; • February 2015 — Revised drawings presented for review to Reytec • March to April 2015 — Negotiations attempted with City Staff and Reytec • April 2015 — Negotiations discontinued with recommendations for Re -Bid • May 2015 — Additional request for revised pricing was requested from Reytec for a best and final C:\USERS\GRANIC-1 \APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 7\@BCL@64055FEE\@BCL@64055FEE.DOCX offer • June 2015 — Revised proposal was received, reviewed and determined by Staff to not be in the best interest of the City. • June 18, 2015 — Council was notified of the Termination for Convenience and re -bid of the construction contract. ALTERNATIVES: 1. Authorize execution of a change order to a construction contract. 2. Do not authorize execution of a change order to a construction contract. (Not Recommended) OTHER CONSIDERATIONS: This project will be re -packaged, re -bid and a new construction contract will be presented to Council for approval. CONFORMITY TO CITY POLICY: Complies with statutes regarding construction change orders. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Street Department FINANCIAL IMPACT: Fiscal Year 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget $792,350.00 $12,236,091.94 $0.00 $13,028,441.94 Encumbered / Expended Amount $792,350.00 $ $0.00 $792,350.00 This item $0.00 $235,000.00 $0.00 $235,000.00 Future Anticipated Expenditures This Project $0.00 $1,486,129.23 $0.00 $1,486,129.23 BALANCE $0.00 $10,514,962.71 $0.00 $10,514,962.71 Fund(s): ST 17 RECOMMENDATION: City staff recommends this change order as a settlement with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $235,000 for the Navigation Boulevard from Up River Road to Leopard Street BOND 2012 project. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation C:\USERS\GRANIC-1 \APPDATA\LOCAL\TEMP\BCL TECHNOLOGIES\EASYPDF 7\@BCL@64055FEE\@BCL@64055FEE.DOCX PROJECT BUDGET ESTIMATE Navigation Boulevard from Up River Road to Leopard Street BOND 2012 PROJECT FUNDS AVAILABLE: Street CIP (Bond 2012) $ 6,627,254.73 Water CIP 811,412.21 Wastewater CIP 897,500.00 Storm Water CIP 4,578,275.00 Gas CIP 114,000.00 TOTAL $ 13,028,441.94 FUNDS REQUIRED: Construction Settlement (Reytec) 235,000.00 Construction Materials Testing Agreement (Rock) 124,088.00 Land Acquisition 106,709.30 Construction Inspection (AGCM, Inc) 296,172.00 Engineer Fees: * Engineer (LNV, Inc.) (Original and 2 Amendments) 1,087,057.00 Engineer (Lockwood, Andrews, Newnam, Inc.) 48,275.00 Engineer (L. Gurley) 12,498.75 Engineer (RH Shakelford) 8,541.50 Geotechnical Study & Testing (Rock Engineering) 24,000.00 Reimbursements: Contract Administration (Capital Programs, Capital Budget, Finance) (1°/0) 130,284.42 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt) (3.0%) 390,853.26 Misc. (Printing, Advertising, etc.) 50,000.00 TOTAL $ 2,513,479.23 ESTIMATED PROJECT BUDGET BALANCE $ 10,514,962.71 *Engineering Contract approved by City Council on 1/29/13 by Motion M201312 Navigation Boulevard (Up River Road to Leopard Street) Bond 2012 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF CAPITAL PROGRAMS PAGE: 1 OF 1 ‘t• Corpus Chr sti Capital Programs Navigation Boulevard from Up River Road to Leopard Street (BOND 2012) Council Presentation September 15, 2015 Site Map Corpus Chr sti Capital Programs 2 Project Scope 111L*4 Corpus Chr sti Capital Programs Navigation — Up River to Leopard ✓ Concrete street pavement with underground utilities (Storm water, Water, Wastewater and Gas) ✓ New curb & gutter, sidewalks, and ADA ramps ✓ New signals at Up River and Leopard ✓ Other misc. improvements ✓ Awarded to Reytec Construction Resources in July 2014 for $14,480,215 Project Status Corpus Chr sti Capital Programs • Construction Contract Awarded on July 2014 for $14,480,215 • Construction Contract "Terminated for Convenience" in July 2015 ➢ Termination was due to major scope reductions associated with the underground Stormwater lines and conflicts with Refinery Lines ➢ Utility conflicts warranted significant Value Engineering and resulting in a scope revisions with an estimated approximate cost reduction of over $6 Million ➢ Extended negotiations were attempted with no reasonable agreement and the determination to re -bid the project ➢ The impact and depth of the utility conflicts were not known until after award ❖ The project will be rebid in October 2015 with anticipated award in January 2016 Project Timeline twitC14 Corpus Chrsti Capital Programs May 21, 2014 — Project Bid date; July 29, 2014 — City Council Construction Contract Award; August 2014 — Valero Pipeline relocation issue emerged; September to October 2014 — Initial project redesign discussions and re-evaluations; November 2014 thru January 2015 — Value Engineering alternatives evaluated to reduce cost and risk with major underground refinery utilities to include detailed modeling for existing and future drainage evaluations to revise proposed project drainage requirements; January 2015 — Final determinations made to reduce drainage to upgrade current system to meet all current flows and any additional flows from the project in addition to other VE determinations; January to February 2015 — Construction plans (design) changed to accommodate reduced drainage system improvements and other reductions; February 2015 — Revised drawings presented for review to Reytec March to April 2015 — Negotiations attempted with City Staff and Reytec April 2015 — Negotiations discontinued with recommendations for Re -Bid May 2015 — Additional request for revised pricing was requested from Reytec for a best and final offer June 2015 — Revised proposal was received, reviewed and determined by Staff to not be in the best interest of the City. June 18, 2015 — Council was notified of the Termination for Convenience and re -bid of the construction contract. Project Schedule Corpus Chr sti Capital Programs 2013 2014 2015 Q1 Q2 Q3 Q4 Q1 Design Q2 Q3 Bid Q4 Q1 Q2 Construction Q3 Ter Pe Conve ence Q4 Re Bid 2016 2017 IJan lFeb IMar lApr IMaylJun kul AugSepOct lNov IDec IJan IFeb IMarl Construction Project Estimate: 450 Calendar Days 15 Months AGENDA MEMORANDUM Future Item for the City Council Meeting of September 15, 2015 Action Item for the City Council Meeting of September 22, 2015 DATE: August 31, 2015 TO: Ronald L. Olson, City Manager FROM: Belinda Mercado, Chief Information Officer BMercado@cctexas.com (361) 826-3732 Upgrade Kronos Time Reporting System to Version 8 CAPTION: Resolution authorizing the City Manager, or designee, to execute a conversion implementation agreement and a 36 -month hosting services agreement with Kronos for a combined total of $366,421.78, ($118,394.76 annually for three years and a one-time cost of $11,237.50) to upgrade the existing Kronos time reporting system, with the hosting agreement to renew annually subject to sufficient appropriations and payment of hosting fees. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. PURPOSE: To upgrade the Kronos system to Version 8 and utilize Kronos hosting services which enables improved support, disaster recovery services, reporting capabilities, and data transfer to and from the Infor Payroll application. BACKGROUND AND FINDINGS: On July 25, 2000, City Council authorized the purchase of the Kronos time management system. The system was purchased to capture employee time and now is interfaced with our current Infor Payroll module and utilizes 85 time clocks throughout the city. The City is currently operating on Kronos Version 6 which has limited support and is installed on aging hardware that must be replaced. Kronos, Inc. is encouraging their customers to move to a hosted environment by waiving the professional services cost to perform an upgrade to their hosted platform if an agreement is approved by September 30, 2015 (valued at a price of $26,000) and providing 19 clocks (valued at $47,000). Moving to a hosted solution will result in the decommissioning of 5 servers. In addition, future software upgrades will be managed by Kronos as part of the hosting agreement which is included in the annual cost. KRONOS, Inc. is the sole provider of this upgrade service and licensing. In accordance with Local Government Code 252.022(a)(7)(D), this is a sole source procurement. ALTERNATIVES: Not upgrade the Kronos application. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The proposed purchase conforms to City purchasing policies and procedures. EMERGENCY/NON-EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Municipal Information Systems Department Legal Department Office of Management and Budget Finance and Purchasing Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditure Current Year Future Years TOTALS Line Item Budget $4,738,608.42 $4,738,608.42 Encumbered / Expended $3,517,294.94 $3,517,294.94 This item $129,632.26 $236,789.52 $366,421.78 BALANCE $1,092,681.22 $854,891.70 Fund(s):5210 Comments: Funds are available in the Municipal Information systems Department FY2014-2015 budget. Funding will be requested during the normal budget process for all future years. RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: Kronos Conversion Upgrade Resolution City of Corpus Christi - SaaS Conversion Order Form City of Corpus Christi — SaaS Terms and Conditions City of Corpus Christi — SaaS Conversion - Educational Services City of Corpus Christi — SaaS Conversion — No Charge Resolution authorizing the City Manager, or designee, to execute a conversion implementation agreement and a 36 -month hosting services agreement with Kronos for a combined total of $366,421.78, ($118,394.76 annually for three years and a one-time cost of $11,237.50) to upgrade the existing Kronos time reporting system, with the hosting agreement to renew annually subject to sufficient appropriations and payment of hosting fees. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. WHEREAS, the City purchased a time reporting system, application modules, and related software manufactured by Kronos, Inc., in 2007; WHEREAS, the current system's software and application modules need to be upgraded to improve compatibility and functionality with the Infor system recently implemented by the City; WHEREAS, the upgrade will also require that the system be converted to a hosted services platform to enable improved system support, disaster recovery services, reporting capabilities, and data transfer across the system; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, there are three applicable statutory exceptions for this procurement, as follows: Local Government Code, Sections 252.022(a)(2), (a)(4), (a)(7)(A), and (a)(7)(D), as items available from only one source due to copyrights and as captive components for existing equipment, to preserve or protect the public health or safety of the municipality's residents, and necessary professional services for the direct imple- mentation of the procured items. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or his designee, is authorized to execute a conversion implementation agreement and a 36 -month hosting services agreement with Kronos, Inc., for a combined total of $366,421.78 in order to upgrade the existing Kronos time reporting system, such upgrade to include professional information technology services for the conversion, the purchase of additional compatible modules and installation of same, and conversion of the system to a hosted platform. Following the expiration of the initial 36 -month term of the hosting services agreement, the agreement may be renewed annually subject to sufficient appropriations and payment of the required hosting fees. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Nelda Martinez, Mayor Corpus Christi, Texas day of , 20 The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Lucy Rubio Brian Rosas Mark Scott Carolyn Vaughn 4 KRONOS Creation Date Prepared By 0111 To: 29-Apr.2015 Sotutlon ID- Primary Contact Name; Primary (Mart Phone: Primary Contact Email: Currency- Customer Poe Initial Term: Renewal Term: Billing Start Date-. Attention: Tracy Andreadls Oty of Corpus Christi 1201 Leopard, MIS Dept, 4th Floor Corpus Christi, TX 78401 6009003 Tracy Andreadls 361626.3149 tracyapccteaas.com USO 36 Months O ,e Year O 111 of execution of this document by both parties Expiration Date: Order Type Ship To: License Email: FOB: Ship Method: Freight terms: Payment Terms: DetaCenter Location: (ronos Contact Information: Upgrade Order Form 30 -Sep -2015 Attention: David Trevino City of Carpus Christi 1201 Leopard Street Oty Hall Basement MIS Corpus Christi, TX 76401 excepQgL+P 4 ronos-carr] Shipping Point Fedex Ground Prepay & Add N30 US Kronor InCarporated 297 Billerica Road Chelmsford, MA 01924 978-947.4800 PERPETUAL TO SAAS CONVERSION TABLE Billing Frequency: Annual in Advance Part a Module Monthly / License Count PEPM Scn.hcc Fre Perpetual License to SaaS Conversion Monthly Simko Fee N/A N/A 57,879.03 Workforce Timekeeper Converted license 3,300 50.00 5040 Workforce Manager Converted License 100 50.00 50.00 Workforce Integration Manager Converted License 3.300 $0.00 50.00 Included 5000 50.00 included 50.00 50.00 Total Monthly Application Fee $7,679.03 FUTURE CAPACITY ADD PER EMPLOYEE RATES (Fore period of 3 years horn the date of this Order Form}, Customer may purchase additional employee capacity far the Applications ret forth herein at the fo owing prices, Part 1 1 Module Workforce Timekeeper Workforce Manager PEPM 53 71 51 44 Workforce Employee Included Workforce Manager WORKFORCE TELETIME IP, BASE SYSTEMS UNESL Included 51,:A':2:01 Workforce integration Manager Included Workforce Mobile Employee Included Workforce Mobile Manager included 50.00 INCREMENTAL MODULES/CAPACITY ABOVE CONVERTED LICENSE COUNT BlllingFreauenctF: AnnualInAdearr Pana / Module License Count PEP rd MCn Lfdy Servire Fcc Workforce Manager 5 51 44 57.20 50.00 WORKFORCE TELETIME IP, BASE SYSTEMS UNESL 51,:A':2:01 51.950.00 50.00 50.00 50.00 50.00 ......_....._. __ ...__...—_— _ ToUIMonthly Application Fee 51.967.21) • ng Frequency: Annual In Advance Additional Add On Services fluart.ty Monthly Fec IP:: Qty} Tota] Monthly Service Fcc RENTAL EQUIPMENT B illing Frequency: Annual in Advance Total Monthly Se slew Fee 51 C SOHO Part u / Erw7rnent Rental quantity Per Una Rale Monthly 5ervicc FCC PURCHASED EQUIPMENT 11609000-02B Kronor InTauch 9000 H3. Standard. KR 9/C B illing Frequency: Invoked upon signature of the Order Form Total Mordhly Service Fee 50 c.7 Saxe SOHO 50 co PURCHASED EQUIPMENT SUPPORT B illing Frequency: Invoiced upon signature of the Order Farm UNLESS OTHERWISE NOTED ABOVE EQUIPMENT SUPPORT SERVICES HAS BEEN DECLINED CLOUD SERVICES B illing Frequency: Annual In Advance Total Equipment Purchased kerns SOaC 50.00 Total Equipment Purdhared Support Sam 50.00 Cloud Scrm:cs Part a f 5erv�:c Quantity Urn! Roic India! Monthly Service Extended Monthly Tcrm Fcc Pcr 01 I Servi:e Fcc Total Monthly Services Fee 5000 PUOFLSSIOI,.L AND 0GUCATIONAc :SERVICE_ is Billing Frequency: Monthly In Arrears as Oetivered ro ess ona crvices Part 7 / Service Offering Hours Rate Role Total Price 9990113•PRO PROFESSIONAL SERVICES WORKFORCE TELETIME IP 11 5185.00 Third Party Provider 52.033 00 9999002-SEV Pro Sura WFC Seal Maintenance Conversion 24 50.00 Project 50.00 9999002-SEV Pro Svcs WFC SaaS Maintenance Conversion 25 50.00 AppBcetlonant C Consunsu ltCant 5000 9999002-SEV Pro Svcs WFC SaaS Maintenance Conversion 77 50.00 Technology Consultant 50,00 50.00 50.00 Total Professional Services $2,035.00 8602748-001 KnowkdpePass n Fr •uency: Invoiced upon signat re of the Order Form Billing Frequency: invoiced upon signature of the Order Form 50.00 Training Points Quantity Unit Prise Total Price 9999716.2 WTK TTT- 1501.2500 (1 participant) BAYG•ILT - 818-As-You•Go Instructor Lead Training I.500 50.90 51,350.00 4,I00 50.90 51690.00 MISC ELL ANEOu s PURL HASE5 Billing Frequency: Invoked upon signature of the Order Form Part a / Item 5609001-001 North America Power Kit For Mount Over Outlet - InTouch STD Total Professional and Educational Services 50.00 511,237.50 quant 117 Unit Price $0.00 SUMMARY )kering Types Fatal Monthly Fees (Application / Add-on Services / Equipment Rental / Cloud Services) Total Price 50.00 50.00 $0.00 Summary Total Professional & Educational Fees (Time & Materials) Equipment Purchased & Support 59.866.23 511,23730 Miscellaneous Purchased Items 50.00 50.00 Order Notes: Future Opacity and Opacity Added above Converted license counts will be added via the Timekeeper bundle, which Includes: Workforce Timekeeper, Workforce Manager 1.10 Ratio, Workforce Employee, Workforce Integration Manager, Workforce Mobile Employee, Workforce Mobile Manager. The costa of any individual Application(1) Induded In the Timekeeper Bundle (1, e, Workforce Manager) will be set forth ona mutually agreed upon Order Form based on Kronas' then current list price. Customer agrees that In consideration of the foregoing and discounted pricing, and other good and valuable consideration, the receipt and sufficiency of which Is hereby ar knowledged, Customer Is giving up its right to um Customer's existing Kronor Workforce Central software ona perpetual basis. Customers existing Kronor Workforce Central software will remain In effect and subject to the license and maintenance agreement for such software for a period of (ninety (90) days) from signature of this document by both parties, at which time Customers license In such software shall terminate The Kronor Workforce Central Software as a Service Terms and Conditions as agreed upon by Customer and Kronas apply to the WFC Applications set forth on this order As of the Billing Start Date, Kronor will credit any pre -paid but unused fees for support and maintenance for such perpetual software licenses to be applied against amounts owed by Customer to Kronor hereunder until such pre -paid but unwed lees are expended City of Corpus Christi Signature: Name: Title: Effective Date: ley. 02022015 Approved as to form: Assis, tCityAtto e a For City Attorney Kronor Signature Name: ¥ M I? Tits: iNoe, Effective Date: I 10 e vert CY Yirrgr WORKFORCE CENTRAL - SOFTWARE AS A SERVICE TERMS AND CONDITIONS City of Corpus Christi (the "Customer") and Kronos agree that the terms and conditions set forth below shall apply to the Kronos supply of the commercially available version of the Workforce Central SaaS Applications in Kronos' hosting environment, the services related thereto, and the sale or rental of Equipment (if any) specified on a Kronos Order Form. The Applications described on the Order Form shall be delivered by means of Customer's permitted access to the Kronos infrastructure hosting such Applications. 1. DEFINITIONS "Agreement" means these terms and conditions and the Order Form(s). "Application(s)" or "SaaS Application(s)" means those Kronos software application programs set forth on an Order Form which are made accessible for Customer to use under the terms of this Agreement. "Billing Start Date" means the date the billing of the Monthly Service Fees commences as indicated on the applicable Order Form. Notwithstanding, Implementation Services provided on a time and material basis are billed monthly as delivered. The Billing Start Date of the Monthly Service Fees for any Services ordered by Customer after the date of this Agreement which are incremental to Customer's then -existing Services shall be the date the applicable Order Form is executed by Kronos and Customer. "Cloud Services" means those services related to Customer's cloud environment such as infrastructure, equipment, bandwidth, server monitoring, backup services, storage area network (SAN) services, security services, system administration, connectivity services, performance tuning, update installation and maintenance services related thereto. Cloud Services are described as set forth at: hum ' www.kronos.com/nroducts,workforce-central-cloud loud-guidelines.asnx "Confidential Information" means any non-public information of a party or its Suppliers relating to such entity's business activities, financial affairs, technology, marketing or sales plans that is disclosed pursuant to this Agreement and reasonably should have been understood by the receiving party, because of (i) legends or other markings, (ii) the circumstances of disclosure or (iii) the nature of the information itself, to be proprietary and confidential to the disclosing party or its Suppliers. "Customer Content" means all content Customer, or others acting on behalf of or through Customer, posts or otherwise inputs into the Services. "Documentation" means technical publications published by Kronos relating to the use of the Services or Applications. "Equipment" means the Kronos equipment specified on an Order Form. "Implementation Services" means those professional and educational services provided by Kronos to set up the cloud environment and configure the Applications. Unless otherwise set forth on an Order Form as "a la carte" services (supplemental fixed fee, fixed scope services) or "bill as you go" services (time and material services described in a Statement of Work), Kronos will provide, as part of the Monthly Service Fee for the Applications, the fixed fee, fixed scope Implementation Services described in the Services Implementation Detail set forth at: www.kronor.com/products/workforce-central-saas/implementation- guidlines.aspx "Initial Term" means the initial term of the Services as indicated on the Order Form. "KnowledgePass Content":"KnowledgePass Education Subscription" have the meanings ascribed in Section 7.5. "Minimum Contract Value" means the total of all Monthly Service Fees to be invoiced during the Initial Term or a Renewal Term, as applicable. "Monthly Service Fee(s)" means the monthly fees described in an Order Form. Monthly Service Fees include fees for usage of the Applications and the Services, Cloud Services as applicable, and Equipment rental, if any. Billing of the Monthly Service Fee(s) commences on the Billing Start Date. "Order Form" means an order form mutually agreed upon by Kronos and Customer setting forth the items ordered by Customer and to be provided by Kronos and the fees to be paid by Customer. "Personally Identifiable Data" means information concerning individually identifiable employees of Customer that is protected against disclosure under applicable law or regulation. "Renewal Term" means the renewal term of the Services as indicated on the Order Form. SRT_KJ_082815.2.1, 13.3. 13 4 Rev. GLO7112015 B03 "Services" means (i) the Cloud Services, (ii) accessibility to the commercially available version of the Applications by means of access to the password protected customer area of a Kronos website, and all such services, items and offerings accessed by Customer therein, and (ii) the Equipment rented hereunder, if any. "Statement of Work", "SOW", "Services Scope Statement" and "SSS" are interchangeable terms referring to a written description of the Implementation Services mutually agreed upon by Kronos and Customer and set forth as "bill as you go" services on the Order Form. "Supplier" means any contractor, subcontractor or licensor of Kronos providing software, equipment and. or services to Kronos which are incorporated into or otherwise related to the Services. "Term" means the Initial Term and any Renewal Terms thereafter. "Training Points" has the meaning ascribed to it in Section 7.6 below, 2. TERM 2.I The Services shall commence on the Billing Start Date, and shall continue for the Initial Term or until terminated in accordance with the provisions hereof. At the expiration of the Initial Term and each Renewal Term as applicable, the Services shall automatically renew for additional Renewal Tcrms until terminated in accordance with the provisions hereof. Both parties recognize that the continuation of any contract after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to sufficient appropriations and budget approval providing for such contract item as an expenditure in that budget. The City does not represent that the budget item will be actually adopted, that determination being within the sole discretion of the City Council at the time of adoption of each budget. Customer agrees that payment of a renewal invoice by Customer shall represent that Customer has appropriated the funds associated with such Renewal. 2.2 Customer may terminate the Services and this Agreement for convenience upon ninety (90) days prior written notice subject to Customer's payment of the Minimum Contract Value. Kronos may terminate the Services and this Agreement to be effective at the expiration of the then current Term upon no less than sixty (60) days prior written notice. 2.3 Either party may terminate the Services and the Agreement upon a material breach of the Agreement by the other party if such breach is not cured within fifteen (15) days after receipt of written notice. Notwithstanding the foregoing, Kronos may suspend the Services immediately upon notice in the event of any Customer breach of Sections 4 (Rights to Use), 5 (Acceptable Use), or 15 (Confidential Information). 2.4 In the event that either party becomes insolvent, makes a general assignment for the benefit of creditors, is adjudicated a bankrupt or insolvent, commences a case under applicable bankruptcy laws, or files a petition seeking reorganization, the other party may request adequate assurances of future performance. Failure to provide adequate assurances, in the requesting party's reasonable discretion, within ten (10) days of delivery of the request shall entitle the requesting party to terminate the Agreement immediately upon written notice to the other party. 2.5 If the Agreement is terminated for any reason: (a) Customer shall pay Kronos within thirty (30) days of such termination, all fees accrued under this Agreement prior to the effective date of such termination, provided however, if Customer terminates for material breach of the Agreement by Kronos, Kronos shall refund Customer any pre -paid fees for Implementation Services not delivered by Kronos; (b) Customer's right to access and use the Applications shall be revoked and be of no further force or effect and return rented Equipment as provided in Section 9.1 below; (c) No more than fifteen (I5) days after termination (or upon Customer's written request at any time during the Term), Kronos will provide to Customer, at no charge to Customer, the Customer Content. After such time period, Kronos shall have no further obligation to store or make available the Customer Content and will securely delete any or all Customer Content without liability; (d) Customer agrees to timely return all Kronos-provided materials related to the Services to Kronos at Customer's expense or, alternatively, destroy such materials and provide Kronos with an officer's certification of the destruction thereof; and (e) All provisions in the Agreement, which by their nature are intended to survive termination, shall so survive. 3. FEES AND PAYMENT 3.1 Customer shall pay Kronos the Monthly Service Fees, the fees for the implementation Services and any additional one time or recurring fees for Equipment, Training Points, KnowledgePass Education Subscription and such other Kronos offerings, all as set forth on the Order Form. The Monthly Service SRT lU 082815 2.1, 13.3, 13.4 Rev GL07112015 B03 Fees will be invoiced on the frequency set forth on the Order Form (`Billing Frequency"). If Customer and Kronos have signed a Statement of Work for the Implementation Services, Implementation Services will be invoiced monthly as delivered unless otherwise indicated on the Order Form. If Kronos is providing Implementation Services in accordance with the Services Implementation Guideline or as "a la carte" services on the Order Form, Kronos will invoice Customer for Implementation Services in advance of providing such Implementation Services unless otherwise indicated on the Order Form. All other Kronos offerings will be invoiced upon execution of the applicable Order Form by Kronos and Customer. Unless otherwise indicated on an Order Form, payment for all items shall be due 30 days following date of invoice. All payments shall be sent to the attention of Kronos as specified on the invoice. Except as expressly set forth in this Agreement, all amounts paid to Kronos are non-refundable. Customer is responsible for all applicable federal, state, country, provincial or local taxes relating to the goods and services provided by Kronos hereunder (including without limitation GST and/or VAT if applicable), excluding taxes based on Kronos' income or business privilege. 3.2 If any amount owing under this or any other agreement between the parties is thirty (30) or more days overdue, Kronos may, without limiting Kronos' rights or remedies, suspend Services until such amounts are paid in full. Kronos will provide at least seven (7) days' prior written notice that Customer's account is overdue before suspending Services. 3.3 At the later of (i) one (1) year after the effective date of this Agreement, or (ii) expiration of the Initial Term, and at each annual anniversary of that date thereafter, Kronos may increase the Monthly Service Fee rates in an amount not to exceed four percent (4%). The increased Monthly Service Fees will be reflected in the monthly invoice following the effective date of such increase without additional notice. As a point of clarification, during the initial three year term, there will be no annual increase in the fees for the same modules and license counts. 3.4 Customer agrees that except if Customer terminates for material breach of the Agreement by Kronos, if Customer has not paid the Minimum Contract Value to Kronos prior to the expiration or termination of the Initial Term or a Renewal Term, as applicable, Customer shall pay within thirty (30) days of the date of such expiration or termination, the difference between the total Monthly Service Fees then paid by Customer for the Initial Term or Renewal Term, as applicable, and the Minimum Contract Value, less SLA Credits, if any, that have been earned previously by Customer but not yet credited. 4. RIGHTS TO USE 4.1 Subject to the terms and conditions of the Agreement, Kronos hereby grants Customer a limited, revocable, non-exclusive, non -transferable, non -assignable right to use during the Term and for internal business purposes only: a) the Applications and related services, including the Documentation; b) training materials and KnowledgePass Content; and, c) any embedded third party software, libraries, or other components, which form a part of the Services. The Services contain proprietary trade secret technology of !Crams and its Suppliers. Unauthorized use and/or copying of such technology are prohibited by law, including United States and foreign copyright law. Customer shall not reverse compile, disassemble or otherwise convert the Applications or other software comprising the Services into uncompiled or unassembled code. Customer shall not use any of the third party software programs (or the data models therein) included in the Services except solely as part of and in connection with the Services. The JBoss® Enterprise Middleware components of the Service are subject to the end user license agreement found at http: www.redhat.com.licenses/jboss cula.html Customer acknowledges that execution of separate third party agreements may be required in order for Customer to use certain add-on features or functionality, including without limitation tax filing services. 4.2 Customer acknowledges and agrees that the right to use the Applications is limited based upon the amount of the Monthly Service Fees paid by Customer. Customer agrees to use only the modules and/or features for the number of employees and users as described on the Order Form. Customer agrees not to use any other modules or features nor increase the number of employees and users unless Customer pays for such additional modules, features, employees or users, as the case may be. Customer may not license, relicense or sublicense the Services, or otherwise permit use of the Services (including timesharing or networking use) by any third party. Customer may not provide service bureau or other data processing services that make use of the Services without the express prior written consent of Kronos. No license, right, or interest in any Kronos trademark, trade name, or service mark, or those of Kronos' Iicensors or Suppliers, is granted hereunder. 4.3 Customer may authorize its third party contractors and consultants to access the Services through Customer's administrative access privileges on an as needed basis, provided Customer: a) abides by its 3 SRT _K1_082815_2 1, 13.3, 13.4 Rev. GL07I 12015 B03 obligations to protect Confidential Information as set forth in this Agreement; b) remains responsible for all such third party usage and compliance with the Agreement; and c) does not provide such access to a competitor of Kronos who provides workforce management services. 4.4 Customer acknowledges and agrees that, as between Customer and Kronos, Kronos retains ownership of all right, title and interest to the Services, all of which are protected by copyright and other intellectual property rights, and that, other than the express rights granted herein and under any other agreement in writing with Customer, Customer shall not obtain or claim any rights in or ownership interest to the Services or Applications or any associated intellectual property rights in any of the foregoing. Customer agrees to comply with all copyright and other intellectual property rights notices contained on or in any information obtained or accessed by Customer through the Services. 4.5 When using and applying the information generated by the Services, Customer is responsible for ensuring that Customer complies with applicable laws and regulations. If the Services include the Workforce Payroll Applications or Workforce Absence Management Applications: (i) Customer is solely responsible for the content and accuracy of all reports and documents prepared in whole or in part by using these Applications, (ii) using these Applications does not release Customer of any professional obligation concerning the preparation and review of any reports and documents, (iii) Customer does not rely upon Kronos, Best Software, Inc. or these Applications for any advice or guidance regarding compliance with federal and state laws or the appropriate tax treatment of items reflected on such reports or documents, and (iv) Customer will review any calculations made by using these Applications and satisfy itself that those calculations are correct. 5. ACCEPTABLE USE 5.1 Customer shall take all reasonable steps to ensure that no unauthorized persons have access to the Services, and to ensure that no persons authorized to have such access shall take any action that would be in violation of this Agreement. 5.2 Customer represents and warrants to Kronos that Customer has the right to publish and disclose the Customer Content in connection with the Services. Customer represents and warrants to Kronos that the Customer Content: (a) does not infringe or violate any third -party right, including but not limited to intellectual property, privacy, or publicity rights, (b) is not abusive, profane, or offensive to a reasonable person, or, (c) is not hateful or threatening. 5.3 Customer will not (a) use, or allow the use of, the Services in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; (b) introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, or alter, damage, delete, retrieve or record information about the Services or its users; (c) excessively overload the Kronos systems used to provide the Services; (d) perform any security integrity review, penetration test, load test, denial of service simulation or vulnerability scan; (e) use any tool designed to automatically emulate the actions of a human user (e.g., robots); or, (1) otherwise act in a fraudulent, malicious or negligent manner when using the Services. 6. CONNECTIVITY AND ACCESS Customer acknowledges that Customer shall (a) be responsible for securing, paying for, and maintaining connectivity to the Services (including any and all related hardware, software, third party services and related equipment and components); and (b) provide Kronos and Kronos' representatives with such physical or remote access to Customer's computer and network environment as Kronos deems reasonably necessary in order for Kronos to perform its obligations under the Agreement. Customer will make all necessary arrangements as may be required to provide access to Customer's computer and network environment if necessary for Kronos to perform its obligations under the Agreement. 7. IMPLEMENTATION AND SUPPORT 7.1 Implementation Services. Kronos will provide the Implementation Services to Customer. Implementation Services described in an SSS are provided on a time and materials basis, billed monthly as delivered unless otherwise indicated on the Order Form. Implementation Services described in the Services Implementation Guideline are provided on a fixed fee basis. If Customer requests additional Implementation Services beyond those described in the Services Implementation Guideline, Kronos will create a change order for Customer's review and approval and any additional Implementation Services to be provided by Kronos will be billed as delivered at the then -current Kronos professional services rates. Kronos' configuration of the Applications will be based on information and work flows that Kronos obtains .1 SRT KJ_082815.,2.1, 13.3, 13.4 Rev GL07112015 B03 from Customer during the discovery portion of the implementation. Customer shall provide Kronos with necessary configuration -related information in a timely manner to ensure that mutually agreed implementation schedules are met. In the event that Kronos is required to travel to Customer's location during the implementation, Customer agrees to pay any travel expenses, such as airfare, lodging, meals and local transportation, plus an administrative fee of ten percent (10%) of the amount of such travel expenses, incurred by Kronos in accordance with the then -current standard Kronos travel and expense policies, which Kronos will provide to Customer upon request. Kronos shall invoice Customer for such travel expenses and payment thereof shall be due net thirty (30) days from date of invoice. 7.2 Additional Services. Customer may engage Kronos to provide other services which may be fixed by activity ("a la carte") or provided on a time and materials basis ("bill as you go") as indicated on the applicable Order Form. 73 Support. Kronos will provide 24x7 support for the cloud infrastructure, the availability to the cloud environment, and telephone support for the logging of functional problems and user problems. Customer may log questions online via the Kronos Customer Portal. As part of such support, Kronos will make updates to the Services available to Customer at no charge as such updates are released generally to Kronos' customers. Customer agrees that Kronos may install critical security patches and infrastructure updates automatically as part of the Services. Kronos' then -current Support Services Policies shall apply to all Support Services provided by Kronos and may be accessed at: http: /www.kronos.com/Support/SupnortServicesPolicies.htm ("Support Policies"). In the event of a conflict between the Support Policies and this Agreement, the terms of this Agreement shall prevail. 7.4 Support Services for Equipment. Provided Customer has purchased support services for the Equipment, the following terms shall apply (Depot Exchange support services for rented Equipment are included in the rental fees for such Equipment): (a) Customer may select, as indicated on an Order Form, an Equipment Support Services option offered by the local Kronos entity responsible for supporting the Equipment if and as such offerings are available within the Kronos territory corresponding to the Equipment's location. Kronos shall provide each Equipment Support Services offering as specified herein. (i) Depot Exchange and Depot Repair. If Customer has selected Depot Exchange or Depot Repair Equipment Support Services, the following provisions shall apply: Upon the failure of installed Equipment, Customer shall notify Kronos of such failure and Kronos will provide remote fault isolation at the FRU (Field Replacement Unit) or subassembly level and attempt to resolve the problem. Those failures determined by Kronos to be Equipment related shall be dispatched to a Kronos Depot Repair Center, and Customer will be provided with a Return Material Authorization Number (RMA) for the failed Equipment if Customer is to return the failed Equipment to Kronos, as reasonably determined by Kronos. Customer must return the failed Equipment with the supplied RMA number. Hours of operation, locations and other information related to Kronos' Depot Repair Centers are available upon request and are subject to change. Return and repair procedures for failed Equipment shall be provided based on the Depot option - Depot Exchange or Depot Repair - selected by Customer on the applicable Order Form and as specified herein and in Kronos' then -current Support Services Policies. Service packs for the Equipment (as described in subsection (ii) below) are included in both Depot Exchange and Depot Repair Support Services. Depot Exchange: Kronos will provide a replacement for the failed Equipment at the FRU or subassembly level on an "advanced exchange" basis, utilizing a carrier of Kronos' choice. Replacement Equipment will be shipped the same day, for delivery to Customer's Iocation as further described in the Support Policies. REPLACEMENT EQUIPMENT MAY BE NEW OR RECONDITIONED. Customer shall specify the address to which the Equipment is to be shipped. All shipments will include the Kronos provided RMA designating the applicable Kronos Depot Repair Center, as the recipient. Customer, upon receipt of the replacement Equipment from Kronos, shall package the defective Equipment in the materials provided by Kronos, with the RMA supplied and promptly return failed Equipment directly to Kronos. Depot Repair: Upon failure of installed Equipment, Customer shall install a Spare Product (as defined below) to replace the failed Equipment. Customer shall then return the failed Equipment, with the required RMA, to the applicable Kronos Depot Repair Center. Customer shall make reasonable efforts to return the failed Equipment using the same or substantially similar packing materials in which the original Equipment was sent. Customer shall also specify the address to 5 SRT_K7.082815 2.1, 13.3, 13.4 Rcv GL07112015 B03 which the repaired Equipment should be return shipped. Upon receipt of the failed Equipment, Kronos shall repair the failed Equipment and ship it, within ten (10) business days after receipt, to Customer. Kronos shall ship the repaired Equipment by regular surface transportation to Customer. (ii) Device Software Updates Only. If Customer has selected Device Software Equipment Support Services, Customer shall be entitled to receive: (A) Service packs for the Equipment (which may contain system software updates, firmware updates, security updates, and feature enhancements) available for download at Kronos' customer portal. Service packs for the Equipment are not installed by the Kronos Depot Repair Center but are available for download at Kronos' customer portal, provided Customer is maintaining the Equipment under an annual Equipment Support Services plan with Kronos.; and (B) Access to the Kronos Support Services Center for the togging of requests for assistance downloading service packs for the Equipment. (b) Warranty. Kronos warrants that all service packs and firmware updates provided under this Agreement shall materially perform in accordance with the Kronos published specifications for a period of ninety (90) days after download by Customer. In the event of a breach of this warranty, Customer's exclusive remedy shall be Kronos' repair or replacement of the deficient service pack(s) or firmware update(s), at Kronos' option, provided that Customer's use, installation and maintenance thereof have conformed to the specifications. (c) Responsibilities of Customer. It is Customer's responsibility to purchase and retain, at Customer's location and at Customer's sole risk and expense, a sufficient number of spare products ("Spare Products") to allow Customer to replace failed Equipment at Customer's locations in order for Customer to continue its operations while repairs are being performed and replacement Equipment is being shipped to Customer. For each of the Depot Exchange and Depot Repair Equipment Support Services options, Customer agrees that it shall return failed Equipment promptly as the failures occur and that it shall not hold failed Equipment and send failed Equipment to Kronos in "batches" which shall result in a longer turnaround time to Customer. In addition, Customer agrees to: (i) Maintain the Equipment in an environment conforming to the Kronos published specifications for such Equipment; (ii) Not perform self -repairs on the Equipment (i.e., replacing components) without prior written authorization from Kronos; (iii) De -install all failed Equipment and install all replacement Equipment in accordance with Kronos' written installation guidelines; (iv) Ensure that the Equipment is returned to Kronos properly packaged; and (v) Obtain an RMA before returning any Equipment to Kronos and place the RMA clearly and conspicuously on the outside of the shipping package. Customer may only return the specific Equipment authorized by Kronos when issuing the RMA. (d) Delivery. All domestic shipments within the United States are FOB Destination to/from Customer and Kronos with the shipping party bearing all costs and risks of loss, and with title passing upon delivery to the identified destination. All international shipments from Kronos to Customer are DAP (lncoterms 2010) to the applicable Customer location, and are DDP (Incoterms 2010) to the applicable Kronos Depot Repair Center when Customer is shipping to !Crones. Customer is responsible for all duties and taxes when sending Equipment to Kronos. 7.5 KnottledgePass Education Subscription. When KnowledgePass Education Subscription is purchased on an Order Form, Kronos will provide Customer with the KnowledgePass Education Subscription. The KnowtedgePass Education Subscription provides access to certain educational offerings provided by Kronos (the "KnowledgePass Content"). Customer recognizes and agrees that the KnowledgePass Content is copyrighted by Kronos. Customer is permitted to make copies of the KnowledgePass Content provided in *pdf form solely for Customer's internal use. Customer may not disclose such KnowledgePass Content to any third party other than Customer's employees. Customer may not edit, modify, revise, amend, change, alter, customize or vary the KnowledgePass Content without the written consent of !Crones, provided that Customer may download and modify contents of training kits solely for Customer's internal use. 6 SRT_K.1_082815_2.1, 13.3, 13.4 Rev. GL07112015 1303 7.6 Training Points. "Training Points" which are purchased by Customer may be redeemed for an equivalent value of instructor -led training sessions offered by Kronos. Training Points may be redeemed only during the Term at any time no more than twelve (12) months after the date of the applicable Order Form, after which time such Training Points shall expire and be of no value. Training Points may not be exchanged for other Kronos products or services. 7.7 Training Courses. When Training Points or training sessions are set forth in an SSS, the SSS applies. When Training Points or training sessions are not set forth in an SSS, as part of the Services, for each SaaS application module included in the Services purchased by Customer, Customer's employees shall be entitled to attend, in the quantity indicated, the corresponding training courses set forth at: www.kronos.com nroducts/workforcc-central-saas/trainina-euidlines.asnx Participation in such training courses is limited to the number of seats indicated for the courses corresponding to the modules forming a part of the Services purchased by Customer. 7.8 Technical Account Manager. Customers purchasing a Kronos Technical Account Manager ("TAM") as indicated on the Order Form shall receive the services of a dedicated, but not exclusive, TAM for one production instance of the Software. Customer will designate up to two primary and three secondary backup technical contacts ("Technical Contacts") to be the sole contacts with the TAM. Upon request, Customer may designate additional andlor backup Technical Contacts. Customer is required to place all primary Technical Contacts through Kronos training for the Applications covered under this Agreement at Customer's expense. 8. CUSTOMER CONTENT Customer shall own all Customer Content. Kronos acknowledges that all of the Customer Content is deemed to be the Confidential Information of Customer. Kronos may, but shall have no obligation to, monitor Customer Content from time to time to ensure compliance with the Agreement and applicable law. 9. EQUIPMENT If Customer purchases or rents Equipment from Kronos, a description of such Equipment (model and quantity), the applicable pricing, and delivery terms shall be listed on the Order Form. 9.1 Rented Equipment. The following terms apply only to Equipment Customer rents from Kronos: (a) Rental Term and Warranty Period. The term of the Equipment rental and the "Warranty Period" for such Equipment shall run coterminously with the Term of the other Services provided under the Agreement. (b) Insurance. Customer shall insure the Equipment for an amount equal to the replacement value of the Equipment for loss or damage by fire, theft, and all normal extended coverage at all times. No loss, theft or damage after shipment of the Equipment to Customer shall relieve Customer from Customer's obligations under the Agreement. (c) Location/Replacement. Customer shall not make any alterations or remove the Equipment from the place of original installation without Kronos' prior written consent. Kronos shall have the right to enter Customer's premises to inspect the Equipment during normal business hours. Kronos reserves the right, at its sole discretion and at no additional cost to Customer, to replace any Equipment with newer or alternative technology Equipment as long as the replacement Equipment at least provides the same level of functionality as that being replaced. (d) Ownership. All Equipment shall remain the property of Kronos. All Equipment is, and at all times shall remain, separate items of personal property, notwithstanding such Equipment's attachment to other equipment or real property. Customer shall not sell or otherwise encumber the Equipment. Customer shall furnish any assurances, written or otherwise, reasonably requested by Kronos to give full effect to the intent of terms of this paragraph (d). (e) Equipment Support. Kronos shall provide to Customer the Equipment support services described in Section 7. (f) Return of Equipment. Upon termination of the Agreement or the applicable Order Form, Customer shall return, within thirty (30) days of the effective date of termination and at Customer's expense, the Equipment subject to this Section 9.1. Equipment will be returned to Kronos in the same condition as and when received, reasonable wear and tear excepted. If Customer fails to return Equipment SRT 1U_0828I5_2.1, 13.3, 13.4 Rev GL071 I2015 B03 within this time period, upon receiving an invoice from Kronos, Customer shall pay Kronos the then list price of the unreturncd Equipment. 9.2 Purchased Equipment. The following terms apply only to Equipment Customer purchases from Kronos: (a) Ownership and Warranty Period. Title to the Equipment shall pass to Customer upon delivery to the carrier. The "Warranty Period" for the Equipment shall be for a period of ninety (90) days from such delivery (unless otherwise required by law). (b) Equipment Support. Kronos shall provide to Customer the Equipment support services described in this Agreement if purchased separately by Customer as indicated on the applicable Order Form. If purchased, Equipment support services have a term of one (1) year commencing upon expiration of the Warranty Period. Equipment support services will be automatically extended for additional one year terms on the anniversary of its commencement date ("Renewal Date"), unless either party has given the other thirty (30) days written notification of its intent not to renew. Kronos may change the annual support charges for Equipment support services effective at the end of the initial one (1) year term or effective on the Renewal Date, by giving Customer at least thirty (30) days prior written notification. 10. SERVICE LEVEL AGREEMENT Kronos shall provide the service levels and associated credits, when applicable, in accordance with the Service Level Agreement attached hereto as Exhibit A and which is hereby incorporated herein by reference. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY SERVICE OUTAGE OR INTERRUPTION OF THE SERVICES OR FAILURE BY KRONOS TO MEET THE TERMS OF THE APPLICABLE SERVICE LEVEL AGREEMENT, SHALL BE THE REMEDIES PROVIDED IN EXHIBIT A. 11. LIMITED WARRANTY; DISCLAIMERS OF WARRANTY 11.1 Kronos represents and warrants to Customer that the Applications, under normal operation as specified in the Documentation and when used as authorized herein, will perform substantially in accordance with such Documentation during the Term. 11.2 Kronos' sole obligation and Customer's sole and exclusive remedy for any breach of the foregoing warranty is limited to Kronos' reasonable commercial efforts to correct the non -conforming Services at no additional charge to Customer. In the event that Kronos is unable to correct material deficiencies in the Services arising during the Warranty Period, after using Kronos' commercially reasonable efforts to do so, Customer shall be entitled to terminate the then remaining Term of the Agreement as Customer's sole and exclusive remedy. Kronos' obligations hereunder for breach of warranty are conditioned upon Customer notifying Kronos of the material breach in writing, and providing Kronos with sufficient evidence of such non -conformity to enable Kronos to reproduce or verify the same. 1I.3 Kronos warrants to Customer that each item of Equipment shall be free from defects in materials and workmanship during the Warranty Period. In the event of a breach of this warranty, Customer's sok and exclusive remedy shall be Kronos' repair or replacement of the deficient Equipment, at Kronos' option, provided that Customer's use, installation and maintenance thereof have conformed to the Documentation for such Equipment. This warranty is extended to Customer only and shall not apply to any Equipment (or parts thereof) in the event of: (a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including without limitation modification or replacement of any Kronos components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other than normal and intended use; (b) failure of Customer to provide and maintain a suitable installation environment, as specified in the published specifications for such Equipment; or (c) malfunctions resulting from the use of badges or supplies not approved by Kronos. EXCEPT AS PROVIDED FOR IN THIS SECTION 11, KRONOS HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTIES AND REPRESENTATIONS RELATING TO THE SERVICES, EXPRESS OR IMPLIED, ORAL OR IN WRITING, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SRT _1(.1_D82815 2 1, 13.3, 13.4 Rev GL07112015 J303 PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT, AND WHETHER OR NOT ARISING THROUGH A COURSE OF DEALING. THE SERVICES ARE NOT GUARANTEED TO BE ERROR - FREE OR UNINTERRUPTED. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, KRONOS MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING THE COMPATIBILITY OF THE SERVICES, THE SAAS APPLICATIONS OR THE EQUIPMENT NOR ANY RESULTS TO BE ACHIEVED THEREFROM. 12.0 DATA SECURITY 12.1 As part of the Services, Kronos shall provide those administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer data as described at: Mtn:: www.kronos.com, products/workforce-central-cloud. cloud-uuidelines.aspx Customer acknowledges that such safeguards endeavor to mitigate security incidents, but such incidents may not be mitigated entirely or rendered harmless. Customer should consider any particular Kronos supplied security -related safeguard as just one tool to be used as part of Customer's overall security strategy and not a guarantee of security. Both parties agree to comply with all applicable privacy or data protection statutes, rules, or regulations governing the respective activities of the parties under the Agreement. 12.2 As between Customer and Kronos, all Personally Identifiable Data is Customer's Confidential Information and will remain the property of Customer. Customer represents that to the best of Customer's knowledge such Personally Identifiable Data supplied to Kronos is accurate. Customer hereby consents to the use, processing or disclosure of Personally Identifiable Data by Kronos and Kronos' Suppliers wherever located only for the purposes described herein and only to the extent such use or processing is necessary for Kronos to carry out Kronos' duties and responsibilities under the Agreement or as required by law. 12.3 Prior to initiation of the Services under the Agreement and on an ongoing basis thereafter, Customer agrees to provide notice to Kronos of any extraordinary privacy or data protection statutes, rules, or regulations which are or become applicable to Customer's industry and which could be imposed on Kronos as a result of provision of the Services. Customer will ensure that: (a) the transfer to Kronos and storage of any Personally Identifiable Data by Kronos or Kronos' Supplier's data center is permitted under applicable data protection laws and regulations; and, (b) Customer will obtain consents from individuals for such transfer and storage to the extent required under applicable laws and regulations. 13. INDEMNIFICATION 13.1 Kronos shall defend Customer and its respective directors, officers, and employees (collectively, the "Customer Indemnified Parties"), from and against any and all notices, charges, claims, proceedings, actions, causes of action and suits, brought by a third party (each a "Claim") alleging that the permitted uses of the Services infringe or misappropriate any United States or Canadian copyright or patent and will indemnify and hold harmless the Customer Indemnified Parties against any Iiabilities, obligations, costs or expenses (including without limitation reasonable attorneys' fees) actually awarded to a third party as a result of such Claim by a court of applicable jurisdiction or as a result of Kronos' settlement of such a Claim. In the event that a final injunction is obtained against Customer's use of the Services by reason of infringement or misappropriation of such copyright or patent, or if in Kronos' opinion, the Services are likely to become the subject of a successful claim of such infringement or misappropriation, Kronos, at Kronos' option and expense, will use commercially reasonable efforts to (a) procure for Customer the right to continue using the Services as provided in the Agreement, (b) replace or modify the Services so that the Services become non -infringing but remain substantively similar to the affected Services, and if neither (a) or (b) is commercially feasible, to (c) terminate the Agreement and the rights granted hereunder after provision of a refund to Customer of the Monthly Service Fees paid by Customer for the infringing elements of the Services covering the period of their unavailability. 13.2 Kronos shall have no liability to indemnify or defend Customer to the extent the alleged infringement is based on: (a) a modification of the Services by anyone other than Kronos; (b) use of the Services other than in accordance with the Documentation for such Service or as authorized by the Agreement; (c) use of the Services in conjunction with any data, equipment, service or software not provided by Kronos, where the Services would not otherwise itself be infringing or the subject of the claim; or (d) use of the Services by Customer other than in accordance with the terms of the Agreement. Notwithstanding the foregoing, with regard to infringement claims based upon software created or provided by a licensor to !Crows or Suppliers, Kronos' maximum liability will be to assign to Customer Kronos' or Supplier's recovery rights 9 SRT_KJ_082815_2.I, 13.3. 114 Rev. GL07112015 J303 with respect to such infringement claims, provided that Kronos or Kronos' Supplier shall use commercially reasonable efforts at Customer's cost to assist Customer in seeking such recovery from such licensor. 13.3 To the extent not prohibited by the Texas constitution and the laws of the State of Texas, Customer shall defend Kronos, its Suppliers and their respective directors, officers, employees, agents and independent contractors (collectively, the "Kronos Indemnified Parties") harmless, from and against any and all Claims alleging that: (a) employment-related claims arising out of Customer's configuration of the Services; (b) Customer's modification or combination of the Services with other services, software or equipment not furnished by Kronos, provided that such Customer modification or combination is the cause of such infringement and was not authorized by Kronos; or, (c) a claim that the Customer Content infringes in any manner any intellectual property right of any third party, or any of the Customer Content contains any material or information that is obscene, defamatory, libelous, or slanderous violates any person's right of publicity, privacy or personality, or has otherwise caused or resulted in any tort, injury, damage or harm to any other person. Customer will have sole control of the defense of any such action and all negotiations for its settlement or compromise. Kronos will cooperate fully at Customer's expense with Customer in the defense, settlement or compromise of any such action. Customer will indemnify and hold harmless the Kronos Indemnified Parties against any liabilities, obligations, costs or expenses (including without limitation reasonable attorneys' fees) actually awarded to a third party as a result of such Claims by a court of applicable jurisdiction or as a result of Customer's settlement of such a Claim. 13.4 To the extent not prohibited by the Texas constitution and the laws of the State of Texas, the Indemnified Party(ies) shall provide written notice to the indemnifying party promptly after receiving notice of such Claim. If the defense of such Claim is materially prejudiced by a delay in providing such notice, the purported indemnifying party shall be relieved from providing such indemnity to the extent of the delay's impact on the defense. The indemnifying party shall have sole control of the defense of any indemnified Claim and all negotiations for its settlement or compromise, provided that such indemnifying party shall not enter into any settlement which imposes any obligations or restrictions on the applicable Indemnified Parties without the prior written consent of the other party. The Indemnified Parties shall cooperate fully, at the indemnifying party's request and expense, with the indemnifying party in the defense, settlement or compromise of any such action. The indemnified party may retain its own counsel at its own expense, subject to the indemnifying party's rights above. 14. LIMITATION OF LIABILITY 14.1 EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, KRONOS AND ITS SUPPLIERS WILL NOT 13E LIABLE FOR ANY DAMAGES OR INJURIES CAUSED BY THE USE OF THE SERVICES OR BY ANY ERRORS, DELAYS, INTERRUPTIONS IN TRANSMISSION, OR FAILURES OF THE SERVICES. 14.2 EXCEPT FOR KRONOS' INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 13 ABOVE, THE TOTAL AGGREGATE LIABILITY OF KRONOS OR KRONOS' SUPPLIERS TO CUSTOMER AND,OR ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES PROVEN BY CUSTOMER, SUCH DIRECT DAMAGES NOT TO EXCEED AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS RECEIVED BY KRONOS FOR THE SERVICES IN THE TWELVE (I2) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE IN WHICH SUCH CLAIM ARISES. 14.3 EXCEPT FOR KRONOS' INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 13 ABOVE, IN NO EVENT SHALL KRONOS OR KRONOS' SUPPLIERS, THEIR RESPECTIVE AFFILIATES, SERVICE PROVIDERS, OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES OR SERVICES INTERRUPTION, HOWEVER CAUSED, ARISING FROM OR RELATED TO THE SERVICES OR THE AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED, WHETHER BREACH OF WARRANTY, INDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF WHETHER KRONOS OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LIABILITY, LOSS OR DAMAGE. 14.4 EXCEPT WITH RESPECT TO LIABILITY ARISING FROM KRONOS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS DISCLAIMS ANY AND ALL LIABILITY, INCLUDING SRT_KJ Ok2815_2, I, 13.3, 13 4 Rev, GL071121115 BQ3 WITHOUT LIMITATION LIABILITY RELATED TO A BREACH OF DATA SECURITY AND CONFIDENTIALITY OBLIGATIONS, RESULTING FROM ANY EXTERNALLY INTRODUCED HARMFUL PROGRAM (INCLUDING WITHOUT LIMITATION VIRUSES, TROJAN HORSES, AND WORMS), CUSTOMER'S CONTENT OR APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT, SAAS APPLICATIONS OR SYSTEMS, OR MACHINE ERROR. 15. CONFIDENTIAL INFORMATION 15.1 Each Party shall protect the Confidential Information of the other Party with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which such Party utilizes for its own information of similar character that it does not wish disclosed to the public. Neither Party shall disclose to third parties the other Party's Confidential Information, or use it for any purpose not explicitly authorized herein, without the prior written consent of the other Party. The obligation of confidentiality shall survive for five (5) years after the return of such Confidential Information to the disclosing party or five (5) years after the expiration or termination of the Agreement, whichever is later, as applicable. 15.2 Notwithstanding the foregoing, a party may disclose Confidential Information to the extent required: (a) to any subsidiary or affiliate of such Party, or (b) to any consultants, contractors, and counsel who have a need to know in connection with the Agreement and have executed a non -disclosure agreement with obligations at least as stringent as this Section 15, or (c) by law, or by a court or governmental agency, or if necessary in any proceeding to establish rights or obligations under the Agreement; provided, the receiving party shall, unless legally prohibited, provide the disclosing party with reasonable prior written notice sufficient to permit the disclosing party an opportunity to contest such disclosure. If a party commits, or threatens to commit, a breach of this Section 15, the other party shall have the right to seek injunctive relief from a court of competent jurisdiction. 15.3 This Agreement imposes no obligation upon either Party with respect to the other Party's Confidential Information which the receiving Party can establish: (a) is or becomes generally known through no breach of the Agreement by the receiving party, or (b) is already known or is independently developed by the receiving party without use of or reference to the Confidential Information. 16. EXPORT Customer understands that any export of the Equipment may require an export license and Customer assumes full responsibility for obtaining such license. Customer must obtain Kronos' prior written consent before exporting the Equipment. 17. GENERAL 17.1 This Agreement shall be governed by and construed in accordance with the laws of the state, province and country in which Kronos is incorporated without regard to any conflict of law provisions. The parties waive the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of the Agreement and waive and "opt out" of the Uniform Computer Information Transactions Act (UCITA), or such other similar law. 17.2 The invalidity or illegality of any provision of the Agreement shall not affect the validity of any other provision. The parties intend for the remaining unaffected provisions to remain in full force and effect. 17.3 Customer shall not assign the Agreement or the rights to use the Services without the prior written consent of Kronos and any purported assignment, without such consent, shall be void. 17.4 Neither Party shall be responsible for any failure to perform or delay in performing any of its obligations under this Agreement (other than a failure to comply with payment obligations) where and to the extent that such failure or delay results from an unforeseeable event beyond a party's reasonable control, including but not limited to, acts of war; acts of nature; earthquake; flood; embargo; riot; sabotage; labor shortage or dispute; changes in government codes, ordinances, laws, rules, regulations or restrictions; failure of the Internet; terrorist acts; failure of data, products or services controlled by any third party, including the providers of communications or network services; utility power failure; material shortages or unavailability or other delay in delivery not resulting from the responsible party's failure to timely place orders therefor, or lack of or delay in transportation (each a "Force Majeure Event"). 17.5 All notices given under the Agreement shall be in writing and sent postage pre -paid, if to Kronos, to the Kronos address on the Order Form, or if to Customer, to the billing address on the Order Form. 17.6 No action, regardless of form, may be brought by either party more than two (2) years after the cause of action has arisen. SRT_ KJ_082815.2 1, 13.3, 13.4 Rev. Gt.07112015 1303 17.7 The section headings herein are provided for convenience only and have no substantive effect on the construction of the Agreement. 17.8 The parties agree that if the Agreement is accepted by the parties and that acceptance is delivered via fax or electronically delivered via email or the internet it shall constitute a valid and enforceable agreement. 17.9 This Agreement and any information expressly incorporated by reference herein, together with the applicable Order Form, constitute the entire agreement between the parties for the Services described herein and supersede all prior or contemporaneous representations, negotiations, or other communications between the parties relating to the subject matter of this Agreement. This Agreement may be amended only in writing signed by authorized representatives of both parties. Customer understands and acknowledges that while Kronos may disclose to customers certain confidential information regarding general Service or product development direction, potential future Services, products or product enhancements under consideration, Customer is not entitled to any Services, products or product enhancements other than those contained on the Order Form. Customer has not relied on the availability of any future version of the Services (including SaaS Applications or equipment) identified on an Order Form, nor any other future product in executing the Agreement. CUSTOMER AGREES TO THESE TERMS AND CONDITIONS FOR ALL ORDER FORMS FOR THE SERVICES. THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF CUSTOMER REPRESENTS THAT HE:SHE HAS THE AUTHORITY TO CONTRACTUALLY BIND CUSTOM ER. DATED: CUSTOMER: CITY OF CORPUS CHRISTI KRONOS BY: BY: NAME: NAME: TITLE: TITLE: ed as to form l Assis City Alta ney For City Attorney I, SRT KJ_082815_2.1, 13.3, 13,4 Rev GL07112015_B03 EXHIBIT A SERVICE LEVEL AGREEMENT (SLA) Service Level Agreement: The Services, in a production environment and as described in the Statement of Work (aka Services Scope Statement), are provided with the service levels described in this Exhibit A. SLAs are only applicable to production environments. SLAs will be available upon Customer's signature of Kronos' Go Live Acceptance Form for Customer's production environment. 99.75% Application Availability Actual Application Availability % - (Monthly Minutes (MM) minus Total Minutes Not Available (TM)) multiplied by 100) and divided by Monthly Minutes (MM), but not including Excluded Events Service Credit Calculation: An Outage will be deemed to commence when the Applications are unavailable to Customer in Customer's production environment hosted by Kronos and end when Kronos has restored availability of the Services. Failure to meet the 99.75° Application Availability SLA, other than for reasons due to an Excluded Event, will entitle Customer to a credit as follows: Actual Application Availability % (as measured in a calendar month) Service Credit to be applied to Customer's monthly invoke for the affected month <99.75% to 98.75°0 10% <98.75% to 98.25% 15°q <98.25% to 97.75% 25% <97.75 to 96.75% 35% <96.75 50% "Outage" means the accumulated time, measured in minutes, during which Customer is unable to access the Applications for reasons other than an Excluded Event. "Excluded Event" means any event that results in an Outage and is caused by (a) the acts or omissions of Customer, its employees, customers, contractors or agents; (b) the failure or malfunction of equipment, applications or systems not owned or controlled by Kronos, including without limitation Customer Content, failures or malfunctions resulting from circuits provided by Customer, any inconsistencies or changes in Customer's source environment, including either intentional or accidental connections or disconnections to the environment; (c) Force Majeure events; (d) scheduled or emergency maintenance, alteration or implementation provided during the Maintenance Period defined below; (e) any suspension of the Services in accordance with the terms of the Agreement to which this Exhibit A is attached; (f) the unavailability of required Customer personnel, including as a result of failure to provide Kronos with accurate, current contact information; or (g) using an Application in a manner inconsistent with the product documentation for such Application. "Maintenance Period" means scheduled maintenance periods established by Kronos to maintain and update the Services, when necessary. During these Maintenance Periods, the Services are available to Kronos to perform periodic maintenance services, which include vital software updates. Kronos will use its commercially reasonable efforts during the Maintenance Period to make the Services available to Customer; however, some changes will require downtime. Kronos will provide notice for planned downtime via an email notice to the primary Customer contact at least one day in advance of any known downtime so planning can be facilitated by Customer. Currently scheduled Maintenance Periods for the Services are: Monday through Friday 04:00 am 06:00 am (U.S. eastern time) Saturday and Sunday 12:00 am 06:00 am (U.S. eastern time) 13 SRI' 10_082815_2.1, 113, 13.4 Rev. G1.071 12015 B03 Maintenance Periods include those maintenance periods mutually agreed upon by Customer and Kronos. "Monthly Minutes (MM)" means the total time, measured in minutes, of a calendar month commencing at 12:00 am of the first day of such calendar month and ending at 11:59 pm of the last day of such calendar month. "Total Minutes Not Available (TM)" means the total number of minutes during the calendar month that the Services are unavailable as the result of an Outage. Limitations: Service Credits will not be provided if: (a) Customer is in breach or default under the Agreement at the time the Outage occurred; or (b) the Outage results from an Excluded Event. if Kronos does not provide the appropriate Service Credit as due hereunder, Customer must request the Service Credit within sixty (60) calendar days of the conclusion of the month in which the Service Credit accrues. Customer waives any right to Service Credits not requested within this time period. All performance calculations and applicable Service Credits are based on Kronos records and data unless Customer can provide Kronos with clear and convincing evidence to the contrary. The Service Level Agreements in this Exhibit, and the related Service Credits, apply on a per production environment basis. For the avoidance of doubt, Outages in one production environment may not be added to Outages in any other production environment for purposes of calculating Service Credits. Customer acknowledges that Kronos manages its network traffic in part on the basis of Customer's utilization of the Services and that changes in such utilization may impact Kronos' ability to manage network traffic. Therefore, notwithstanding anything else to the contrary, if Customer significantly changes its utilization of the Services than what is contracted with Kronos and such change creates a material and adverse impact on the traffic balance of the Kronos network, as reasonably determined by Kronos, the parties agree to co-operate, in good faith, to resolve the issue. 4 SRT__KJ_082815_2.1, 13,3, 13.4 Rcv. GL07112015 B03 KRONOS Statement of Work City of Corpus Christi - 6004003 SaaS Conversion - Workforce Central Upgrade to v8 Sales Executive Sandy Martin Presages Consultant , Expiration Date 9/30/2015 z - .., Portfolio Coriatilsrit Debra Darby Cuebmer Name City of Corpus Christi Rle Name Control of ID 2015-17858 SDW Create Date 4/28/2015 Revision # 3 Project Type Upgrade Slaw Pending (c) 2015, Kronos Incorporated, All rIghtB reserved. Inforrnallon within Is subject to change without notice. CONFIDENTIAL - Not to be disclosed to third parties without specific written consent from Kronos. 4 KRONOS 1. PROJECT SCOPE This Statement of Work (also known as the "SOW") documents the agreement between Kronos Incorporated and City of Corpus Christi concerning the services to be performed by Kronos, including the deliverables, the costs of the project, the responsibility of each party and how the project will be managed. 1.1. PROJECT OVERVIEW City of Corpus Christi will be migrating to the Kronos Private Cloud as a Software -as -a -Service ("SaaS") customer. This migration to the Kronos Private Cloud requires the version of the software to be on a more current release. This estimate outlines the anticipated services necessary to perform a like -for -like upgrade of the existing system. As a part of a current SaaS promotional program, certain costs of the upgrade will be absorbed by Kronos. Any items that may require services beyond the inclusions of this program will be outlined in a separate SOW, which will reflect the appropriate costs. The services listed within this SOW are provided at no cost to the City of Corpus Christi as part of the current SaaS program. 1.2. PRODUCT SUMMARY The following products are considered in scope for the services and fees defined within this document, unless otherwise noted below. Additional products and/or licenses may incur additional fees. Product Implementation type Vetafon Workforce Timekeeper Upgrade 8.0 Workforce Manager Upgrade 8.0 Workforce Integration Manager Upgrade 8.0 Workforce TeleTime iP Upgrade 8.0 Data Collection Upgrade N/A 1.3. PROJECT DURATION Depending upon City of Corpus Christi resource availability and project task capability, the duration of the project may need to be extended. This will increase the number of hours required for tasks that are performed on a weekly basis such as managing project communications, managing/updating project plans, facilitating project meetings and updating project status reports. Estimated Duration of Project 12 Weeks No Charge Workforce Central Upgrade to vi SaaS 1 KRONOS INCORPORATED CONFIDENTIAL Page 2 of 12 KRONOS` 2. PROJECT GUIDELINES 2.1. CHANGE CONTROL If the Scope of Services defined in this document changes at any time during the course of this project, Kronos and City of Corpus Christi will review and adjust the scope and budget of services through standard Kronos change control procedures. Please review the Kronos Change Control Policy: http:llwww. kronos.comlprofessionalservicesengagementpolicies.a spx 22. CUSTOMER APPROVAL OF SERVICE DELIVERABLES As part of the project, service deliverables may be provided to City of Corpus Christi for approval and/or acceptance. Delays in customer approval/acceptance of deliverables will result in an extension of the project timeline and may result in additional services being required. To avoid project delays and increased costs, City of Corpus Christi should expect to approve/accept deliverables or provide written notification of errors to Kronos within five (5) business days after receipt of the deliverable. Following the receipt of a revised deliverable, City of Corpus Christi will then have an additional five (5) business days to report that all errors have been resolved and provide deliverable acceptance. 2.3. ENGAGEMENT RECOMMENDATIONS City of Corpus Christi is responsible for developing their workforce management policies and for documenting and disseminating business procedures and policy changes to support the Kronos system prior to Kronos implementing the policies. The City of Corpus Christi Project Team will attend appropriate Kronos training prior to and while participating in the implementation. City of Corpus Christi understands that Kronos recommends setup of both a DEVELOPMENT and PRODUCTION environment. Commitment from City of Corpus Christi upper management is crucial to the success of the project. Kronos assumes City of Corpus Christi will assign a Project Executve Sponsor. The Executive Sponsor is responsible for implementing the necessary change management for City of Corpus Christi to embrace using an automated Workforce Management system and for ensuring the Project Team is appropriately staffed, made available and is executing their tasks according to the Project Plan. No Charge Workforce Central Upgrade to v7 - SaaS KRONOS INCORPORATED CONFIDENTIAL Page 3 of 12 ti KRONOS` 3. PROJECT MANAGEMENT 3.1. PROJECT PLANNING AND MANAGEMENT Kronos will deliver a project workbook or checklist and facilitate periodic status meetings. Protect Management De3driPllon Remotely Delivered Project Support Services Average 2 Hours Per Week No Charge Workforce Central Upgrade to v7 - SaaS { KRONOS INCORPORATED CONFIDENTIAL Page 4 of 12 i KRONOS 111 4. KRONOS UPGRADE PROCESS 4.1. UPGRADE PHASES AND ACTIVITIES Below is a high-level summary of general upgrade phases and activities, including Kronos and City of Corpus Christi responsibilities. The Kronos and City of Corpus Christi Project Managers will work to coordinate and schedule these and any additional project -specific activities as part of the Plan phase of the project. Plan Phase Activi ee Re.30urGee. Rr pdtrible Project Initiation Call/ Sales to Service Call Kronos PM Introduction Call with the Customer Kronos PM, Kronos Lead TC, Customer Technical Environment Discover (part of Intro Call) Kronos PM, Kronos Lead TC, Customer Provide Technical Readiness Call Agenda and Finalize Date Kronos PM Provide Interface Assessment Agenda and Finalize Date Kronos PM Provide KnowledgePassr" Upgrade Leaming Path Kronos PM Engage Education Services for End User Upgrade Education Package Kronos PM Review Training Schedule based on Classes outlined in SOW (if applicable) Kronos PM Create Initial Project Schedule Kronos PM Milestone CustomerAssessment Readk ess Kronos AC Assess Phase Acthaes Rem:kJ a Respeesgtla Server environment available and Pre -Requisites have been installed Customer IT Schedule Technical Readiness Call with Lead TC Kronos PM Schedule Interface Assessment with Interface AC Kronos PM Conduct Technical Readiness Call with Customer • Discuss Test Upgrade Date • Verify Software Downloads • Verify Licenses Kronos Lead TC, Customer Conduct System Check (may be part of TRC) Lead TC, Customer Conduct Interface Assessment Kronos IC, Customer Confirm Test Upgrade Date Kronos PM, Customer PM Review Project Schedule (and Training Plan, if applicable) Kronos PM, Customer PM Enrol! Customer in Courses based on agreed-upon Training Plan Kronos PM Assessment of New Features (if applicable) Kronos AC No Charge Workforce Central Upgrade to v7 - SaaS 1 KRONOS INCORPORATED CONFIDENTIAL Page 5 of 12 i KRONOS` Solution Bold Phase Resouroor Responsible Perform Test Upgrade Kronos TC Test Clock Communications Kronos TC AC Configuration Test Upgrade • Implement new features, if applicable • Configuration of Clocks and Testing • Configuration of Standard Navigators, if applicable • Validation of Test Upgrade Kronos AC Interface Test Upgrade • Upgrade and deploy interfaces Kronos IC <ronos Unit Testing Kronos Team Attend Training Courses based on agreed-upon Training Plan Customer Testing Team Review Project Schedule Kronos PM Test and Certify Phase wee Resouroor Responsible Test Workshop & System Overview • Review New Features (ex. Navigator) • Review Testing Checklist Kronos AC, Customer Validate Test Clock with Upgraded System Customer, Kronos AC Customer Validation Customer Interface Testing Workshop Kronos IC, Customer Kronos Unit Testing Kronos Team Attend Training Courses based on agreed-upon Training Plan Customer Testing Team Review Project Schedule Kronos PM M Solution Acceptance Deploy and Support Phase Acilvides Resources Responsible Deployment Readiness • Internal Project Team Go -Live Prep Call • Go -Live Readiness Call / Review Deployment Checklist Customer, Kronos Team Perform Production Upgrade Kronos TC Post -Upgrade Validation Kronos AC, Kronos IC No Cha ge Workforce Central Upg:ado to v7 - SaaS KRONOS INCORPORATED CONFIDENTIAL Page 6 of 12 KRONOS` Deploy and Customer Validation Customer Go -Live Support • Payroll Processing Support Kronos Team Transition / Project Close Kronos PM, Customer Milestone: ~moon No Charge Workforce Central Upgrade to v7 - SaaS I KRONOS INCORPORATED CONFIDENTIAL Page 7 of 12 KRONOS 5. PROJECT SCOPE DETAIL 5.1. APPLICATION BUILDING BLOCKS ■ General InliterieSzei Number of Employees in Project Scope 3300 Number of Sites (facilities, locations etc.) 1 Decentralized No Unions No Number of Managers that will be supported 330 Workforce Central Technology Factors Total number of environments 2 The database platform will be SQL Server Workforce Central Technology Services • Technical Preparation for Deployment and Support Timekeeper This product will be implemented in phase 1 Number of Employees within Scope 3300 Warfdbhee 77mefaeeper Professional Services Scope • Standard Upgrade with core configuration, WDM setup. up to 3 Navigators with 6 widgets per Navigator • Workforce Central Core Technical Upgrade • Workforce Central Architecture Review with Record Retention Configur=ation • Workforce Central Basic Hardware Sizing Workforce Central Upgrade — Go -Live Support • 2 Environments: Workforce Central Upgrade Integrations in Scope • Up to 3 Interfaces to be Upgraded Data Coledcn This product will be implemented in phase 1 Number of Employees within Scope 3300 Data Collection Professional Services Scope • 3 Terminals: Firmware Upgrade No Charge Workforce Central Upgrade to v7 - SaaS 1 KRONOS INCORPORATED CONFIDENTIAL Page 8 of 12 t. 4 KRONOS1 111 No Charge Workforce Central Upgrade to v7 - SaaS KRONOS INCORPORATED CONFIDENTIAL Page 9 of 12 Workdorce TeWilma dP This product will be implemented in phase 1 Number of Employees within Scope 3300 Workforce TekeThne IP Prefesalcifoi •Services Scope • Workforce TeleTime IP Standard Upgrade No Charge Workforce Central Upgrade to v7 - SaaS KRONOS INCORPORATED CONFIDENTIAL Page 9 of 12 i KRONOSr 6. PROJECT COSTS AND RATE SCHEDULES All estimates are quoted in USD. 6.1. PROFESSIONAL SERVICES Role Quantify Unit of Measure Part Number Rats Total Project Manager 24 HR 9999002-SEV $0.00 $0.00 Application Consultant 25 HR 9999002-SEV $0.00 $0.00 Technology Consultant 77 HR 9999002-SEV $0.00 $0.00 Total 126 $O.OD 6.2. PROFESSIONAL SERVICES - BY PRODUCT ProducUService Hours Project Management Services 24 Technology Consulting Services 33 Workforce Timekeeper 54 Data Collection 4 Workforce TeleTime IP 11 Total Estimated Services 126 6.3. SOLUTION SUMMARY Service Type Total Cost to Customer Estimated Cost No Charge Workforce CentiaI Upgrade to v7 - EaaS 1 KRONOS INCORPORATED CONFIDENTIAL Page 10 of 12 KRONOS* • 7. SIGNATURES AND APPROVALS SUBMITTED AND APPROVED BY KRONOS REPRESENTATIVE By: Title:-�Jl ��l U r1 6(2 C --T i Ct-c) Date: This Statement of Work is subject to City of Corpus Christi's agreement with Kronos goveming Professional, Education and Cloud Services. By signing below, City of Corpus Christi's authorized representative agrees to purchase the services described herein. ACCEPTED AND AGREED City of Corpus Christi By: Date: Title: Appr ved as to form: Assi5tnjCity Attorney For City Attorney City of Corpus Christi may make necessary copies of this document for the sole purpose of facilitating intemal evaluation and/or execution of proposed project. Otherwise, the document or any part thereof may not be reproduced in any form without the written permission of Kronos Incorporated. All rights reserved. Copyright 2015. No Charge Workforce Central Upgrade to v7 - SaaS i KRONOS INCORPORATED CONFIDENTIAL Page 11 of 12 { KRONOS APPENDIX A 1.1. ENGAGEMENT GUIDELINES Please review the Kronos engagement guidelines: http: //www. kronos.com/professionalservicese ngagementpolicies. aspx Na Charge Workforce Central Upgrade to v7 - SaaS 1 KRONOS INCORPORATED CONFIDENTIAL Page 12 of 12 KRONOS` JAM Statement of Work City of Corpus Christi - 6004003 SaaS Conversion — Educational Services Sales Executive Sandy Martin Pnieriieo nsultarrt Expiration Date 9/3012015 Sante Pori:bib v.. - Debra Darby Cusbxner Name City of Corpus Christi 2015-17865 Fila Name c-. . •' .ID. SOW Create Data 4/28/2015 Revision # 7 lPr *ectTjlpe Educational Courses Stobie Pending (c) 2015, Kronor Incorporated All rights reserved. Information within is subject to change without notice. CONFIDENTIAL - Not to be disclosed to third parties without specific written consent from Kronos. KRONOS' / J 1. PROJECT SCOPE This Statement of Work (also known as the "SOW") documents the agreement between Kronos Incorporated and City of Corpus Christi concerning the services to be performed by Kronos, including the deliverables, the costs of the project, the responsibility of each party and how the project will be managed. 1.1. PROJECT OVERVIEW City of Corpus Christi will be migrating to the Kronos Private Cloud as a Software -as -a -Service ("SaaS") customer. This migration to the Kronos Private Cloud requires the version of the software to be on a more current release This estimate outlines the anticipated billable services necessary to complete the upgrade of the existing system, but is not part of the SaaS program inclusion. As a part of a current SaaS promotional program, certain costs of the upgrade are absorbed by Kronos, and those services have been outlined in a separate SOW. The items that required services beyond the inclusions of the program have been included within this SOW. 1.2. PRODUCT SUMMARY The following products are considered in scope for the services and fees defined within this document, unless otherwise noted below. Additional products and/or licenses may incur additional fees. IINorkforce TeleTime IP Product 1mplementalion Type Version New 8.0 SaaS Conversion - Add New Modules & Education j KRONOS INCORPORATED CONFIDENTIAL_ Page 2 of 8 KRONO5 2. PROJECT GUIDELINES 2.1. CHANGE CONTROL If the Scope of Services defined in this document changes at any time during the course of this project, Kronos and City of Corpus Christi will review and adjust the scope and budget of services through standard Kronos change control procedures. Please review the Kronos Change Control Policy: http://www. kronos.cornlprofessionalservicesengagementpolicies.aspx 2.2. CUSTOMER APPROVAL OF SERVICE DELIVERABLES As part of the project, service deliverables may be provided to City of Corpus Christi for approval and/or acceptance. Delays in customer approval/acceptance of deliverables will result in an extension of the project timeline and may result in additional services being required. To avoid project delays and increased costs, City of Corpus Christi should expect to approve/accept deliverables or provide written notification of errors to Kronos within five (5) business days after receipt of the deliverable. Following the receipt of a revised deliverable, City of Corpus Christi will then have an additional five (5) business days to report that all errors have been resolved and provide deliverable acceptance. 2.3. ENGAGEMENT RECOMMENDATIONS City of Corpus Christi is responsible for developing their workforce management policies and for documenting and disseminating business procedures and policy changes to support the Kronos system prior to Kronos implementing the policies. The City of Corpus Christi Project Team will attend appropriate Kronos training prior to and while participating in the implementation. City of Corpus Christi understands that Kronos recommends setup of both a DEVELOPMENT and PRODUCTION environment. Commitment from City of Corpus Christi upper management is crucial to the success of the project. Kronos assumes City of Corpus Christi will assign a Project Executive Sponsor. The Executive Sponsor is responsible for implementing the necessary change management for City of Corpus Christi to embrace using an automated Workforce Management system and for ensuring the Project Team is appropriately staffed, made available and is executing their tasks according to the Project Plan. SaaS Conversion - Add New Modules & Education 1 KRONOS INCORPORATED CONFIDENTIAL Page 3 of 8 (4 KRONOS' ■ 3. PROJECT SCOPE DETAIL 3.1. APPLICATION BUILDING BLOCKS General kifofrr eboh Number of Employees in Project Scope 3300 Number of Sites (facilities, locations etc.) 1 Decentralized No Number of Managers that will be supported 330 Workforce TeleTlme IP This product will be implemented in phase 1 Number of Employees within Scope 3300 Workforce Telellme IP Professional Setvlces Scope • Workforce TeleTime IP — 3b Party Provider Services SaaS Conversion - Add New Modules & Education 1 KRONOS INCORPORATED CONFIDENTIAL Page 4 of 8 t4 KRONOS` 4. EDUCATIONAL SERVICES 4.1. INTRODUCTION As part of your overall solution, Kronos Educational Services are included to help secure maximum user adoption. Kronos Educational Services has included an education strategy to train the implementation, functional and technical project team members and end users. The curriculum is structured by employee job role to ensure that each member of your team who interacts with the application has a clear learning path designed to develop knowledge in a logical sequence. 4.2. PROJECT TEAM TRAINING Course Name # of SeatelO(y Unit of Meastre Pointe Total Points WFC Administering Navigators 2 Seat 600 1200 WFC Administering the Application 2 Seal 1200 2400 WIM Upgrading from Connect 6.0 to WIM 8.0 1 Seat 500 500 4.3. END USER TRAINING Setvlce Name Quantity Unit of Mamas WFC Employee User Adoption Kit 1 Unlimited WTK Train -the -Trainer 1501-2500, 1 participant 1 Program SaaS Conversion - Add New Modules & Education J KRONOS INCORPORATED CONFIDENTIAL Page 5of8 KRONOS 5. PROJECT COSTS AND RATE SCHEDULES All estimates are quoted in USD. 5.1. PROFESSIONAL SERVICES - BY ROLE Rale Quaintly Unit of Mea$ue -rt,NtiRrber Rale Toth Third Party Provider —WF TeleTime IP 11 HR 9990113 -PRO $185.00 $2,035.00 Total 11 4100 PTS $0.90 $2,035.00 5.2 EDUCATIONAL SERVICES Product Name Pert Number Quarlity Unit cf Meader°• Rate Total KnowledgePassTM 8602748-001 1 EA $4,162.50 $4,162.50 Bill -As -You -Go Instructor Lead Training BAYG-ILT 4100 PTS $0.90 $3,690.00 WTK TTT -1501-2500 (1 participant) 9999716-2 1500 PTS $0.90 $1,350.00 Total Estimated Educational Seivicee $9,202.50 5.3. SOLUTION SUMMARY Service Type Estirriailed ecett Professional Services $2,035.00 Educational Services $9,202.50 otai Estimated investment $11,237.50 SaaS Conversion - Add New Modules & Education j KRONOS INCORPORATED CONFIDENTIAL Page 6ot8 1 KRONOS • 6. SIGNATURES AND APPROVALS SUBMITTED AND APPROVED BY KRONOS REPRESENTATIVE lt.ccks, , golam, dp Date: •I This Statement of Work is subject to City of Corpus Christi's agreement with Kronos goveming Professional, Education and Cloud Services. By signing below, City of Corpus Christi's authorized representative agrees to purchase the services described herein. ACCEPTED AND AGREED City of Corpus Christi By: Date: Title: ved as to form:: 1 Assi a City Attorney For City Attorney City of Corpus Christi may make necessary copies of this document for the sole purpose of facilitating Internal evaluation and/or execution of proposed project. Otherwise, the document or any part thereof may not be reproduced in any form without the written permission of Kronos Incorporated. All rights reserved. Copyright 2015. SaaS Conversion - Add New Modules & Educalion 1 KRONOS INCORPORATED CONFIDENTIAL Page 7 of B 4 KRONOS / J APPENDIX A 1.1. ENGAGEMENT GUIDELINES Please review the Kronos engagement guidelines;: http:l/www. kronos.comlprofessionalservicesengagementpolicies.aspx SaaS Conversion - Add New Modules & Education i KRONOS INCORPORATED CONFIDENTIAL Page 8 of 8 AGENDA MEMORANDUM Future item for the City Council Meeting of September 15, 2015 Action item for the City Council Meeting of September 22, 2015 DATE: TO: FROM: Maria Pedraza, Procurement Manager, Finance Department mariape@cctexas.com September 4, 2015 Ronald L. Olson, City Manager Saundra Thaxton, Assistant Director of Strategic Management Saundra@cctexas.com Assessment of the Efficiency and Effectiveness of the City of Corpus Christi's Financial Services Department CAPTION: Motion authorizing the City Manager or designee to execute a consultant agreement with CliftonLarsonAllen LLP. (CLA) to assess the efficiency and effectiveness of the City of Corpus Christi Financial Services Department for an amount not to exceed $168,000. Funding is available in the Financial Services Department Budget for fiscal year 2014/2015. PURPOSE: The overall objective of the study is to assess how well the Financial Services Department is performing core services and identify ways to improve efficiency and effectiveness. The study will include all operational areas of the Financial Services Department: Utility Billing Office, Purchasing, Warehouse, Accounts Payable, Accounts Receivable/Collections, Accounting, Payroll, Grants, Cash Management and Central Cashiering. This study is a component of the City's overall continuous improvement program designed to periodically review and improve City operations; it will result in a specific action plan to improve the Financial Services Department. BACKGROUND AND FINDINGS: This is not a traditional financial or compliance review, nor is it limited to existing policies, procedures or internal controls. The consultant is required to answer 63 specific questions (see attachment for specific questions) built around the following focus areas: organization and support of the Financial Services Department; staffing levels, policies/procedures/process flowcharting; financial performance reporting; and CAFR preparation. Questions include targeted areas of specific concern for each functional area. Six consulting firms responded to the City's request for proposal issued on July 18, 2015. Three firms were short-listed for presentations to the City. The selection team deemed CliftonLarsonAllen LLP. as the most responsive and most qualified. ALTERNATIVES: N/A OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: This purchase conforms to all City policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: N/A DEPARTMENTAL CLEARANCES: Management & Budget 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 $ 168,000 $ 168,000 Encumbered / Expended Amount This item $ 168,000 $ 168,000 BALANCE 0 0 Fund(s): Comments: RECOMMENDATION: Staff recommends approval. LIST OF SUPPORTING DOCUMENTS: Scope of Work Excerpt Presentation ASSESSMENT OF THE EFFICIENCY AND EFFECTIVENESS OF THE FINANCIAL SERVICES DEPARTMENT - SCOPE OF WORK EXCERPT Specific questions for which consultant is expected to provide answers 1) ORGANIZATION AND SUPPORT OF FINANCIAL SERVICES: a) Is the overall organization of Financial Services logically structured and how does it compare to other Texas cities? b) Are supervisor -to -staff ratios and the span of control reasonable? c) Is the Utility Billing Office (UBO) properly structured within the organization and the right structure within UBO? Is there a case to be made for including the Utility Billing Office in the Finance Department (or as a separate department?) d) Would Financial Services be better served if "Functional or Technical Analysts" resided within the department rather than within MIS (IT)? e) Is the current level of technical IT support provided by the MIS Department adequate and if not, how should Finance be appropriately supported? f) Is there a better way to do this work? 2) STAFFING LEVELS: a) Does the Department use a systematic approach to determine staffing level needs for each of the major functional areas (UBO, Purchasing, Payroll, Treasury, Central Cashiering, Accounting), and if so, is the approach used reasonable? If not, describe approach and results. b) What is the minimum number of staff by position and division needed to do a good job in Financial Services? c) Are the staffing levels reasonable for each of the major functional areas? d) Is the pay and classification correct for staff and if not, what should it be? e) Are our people qualified? 3) FINANCIAL SERVICES POLICIES AND PROCEDURES, PROCESS FLOW AND CHARTING: a) Are the City's overall Financial Policies reasonable and sufficient? b) Does the Department have adequate systems in place to monitor compliance with financial policies? c) Does the Department have adequately documented procedures, process flow and charting for all major functional areas? If not, what is recommended to rapidly create procedures and flow charting? d) Are there adequate procedures to address all major policies? e) Is the City's annually adopted debt, budgetary financial policy, and investment policy reasonable and does it adequately address risk? 4) FINANCIAL PERFORMANCE REPORTING: a) Does Financial Services periodically provide City management adequate analyses of financial trends and emerging issues? If so, are the reports of a quality comparable to other Texas cities (e.g. San Antonio, Fort Worth, Arlington, Austin, Dallas, El Paso, and Houston)? If not, define the types of reports that should be provided. b) How does the financial performance of the City of Corpus Christi compare relative to other Texas cities? c) Has the City established criteria for what constitutes good financial performance? 5) CAFR PREPARATION: a) Has the level of effort devoted annually to prepare the CAFR been reasonable, and is it comparable to other municipalities? b) How does the preparation of the CAFR compare to other Texas cities? Does the external auditor prepare the book or is it done internally by staff? i) If done by staff, how long does it take to complete the CAFR (from start to finish)? Is CAFR software used? ii) If done by the external auditor, how much is the fee to do so? c) Has the level of effort increased significantly with INFOR and, if so, what are the contributing causes? d) Would it be cost justified to acquire CAFR software? 6) DIVISIONS: For each of the divisions, provide answers to the following questions: a) Are there reasonable controls, checks and balances, and review procedures? b) How does performance compare relative to other major Texas cities? c) Is the level of effort devoted to routinely process the following reasonable, and are there opportunities to refine or further automate the following: an invoice, bill, accounting transactions, fixed assets, payroll, monthly/quarterly grant reporting, daily cash management transactions, or central cashiering payments. d) Do our work processes and procedures align with our technology? If not, how can it be fixed? e) Can we outsource parts of the Finance Department? Which parts and would it be cost effective to do so? a) UTILIY BILLING OFFICE (UBO): i) Do UBO customer service representatives have easy access to accurate customer account records sufficient to provide quality and timely service? ii) Are utility receivables adequately managed? This would include determining whether collection and receivable criteria are established and routinely monitored. iii) Are monthly reports of water revenues by rate class of sufficient quality and detail to support cost of service analysis? iv) Is the current level of functionality provided in the new UBO system reasonable? v) Are the current reports going to be provided as part of the new system? vi) Is there adequate inter- and intra -departmental input and training provided as part of the new system? vii) Do any major deficiencies or issues exist as part of the new system rollout which we are not aware? b) PURCHASING: i) Are there significant opportunities to increase the efficiency of the procurement process? If so, how? ii) Are purchasing procedures adequately documented and communicated to City departments? iii) Is the City taking reasonable advantage of opportunities to purchase commonly used goods and services off of supply agreements or IDIQ's? iv) Is the training provided to departments adequate to support departmental compliance with new procedures given that the City moved from a decentralized to centralized purchasing process? c) WAREHOUSE: i) Is the Purchasing Division's Warehouse structured appropriately and is the location appropriate? How does it compare to other Texas cities? ii) Are there significant opportunities to increase the efficiency of the City's warehouse? iii) Is the City taking reasonable advantage of opportunities to purchase commonly used goods and services off of supply agreements or IDIQ's? iv) Are procedures for utilizing the City's warehouse adequately documented and communicated to City departments? v) Is the training provided to departments adequate for utilization of the City's warehouse? vi) Are we being efficient? If not, are there better ways to do this work? d) ACCOUNTS PAYABLE: i) Is the time and effort to routinely process accounts payable reasonable? ii) Is additional departmental training needed? e) ACCOUNTS RECEIVABLE / COLLECTIONS: i) Is the time and effort to routinely process monthly billing reasonable? ii) Is additional departmental training needed? iii) Are the City's collection rates for utilities and miscellaneous receivables comparable to other Texas cities? iv) Are all accounts receivables centralized in other Texas cities or are they decentralized like in Corpus Christi? f) ACCOUNTING: i) Is the number and type of journal entries reasonable? ii) Is the monthly/quarterly "close-out" time reasonable so that departments may obtain adequate financial statements? iii) Is our "close-out" time reasonable compared to other Texas cities? g) PAYROLL: i) Is the frequency of payroll errors or adjustments reasonable? ii) Does there appear to be duplication of effort between the centralized payroll processing in Finance and payroll activities within the other City departments? iii) Are systems in place to identify "ghost employees"? h) GRANTS: i) Are the number and type of journal entries reasonable? ii) Is our "close-out" time and preparation of the Schedule of Federal and State Expenditures of Awards reasonable compared to other Texas cities? i) CASH MANAGEMENT: i) Is the level of effort devoted to investing City funds reasonable, and are there significant opportunities for automation or improvement? ii) Is the level of effort devoted to printing checks, doing wires, and doing ACH transactions reasonable, and are there significant opportunities for automation or improvement? iii) Are the number and type of cash interfaces and daily reconciliations reasonable? j) CENTRAL CASHIERING: i) How does the collection of payments in person, on-line, by telephone, through the lock -box (mail -in payments), and at substations compare to other Texas cities? Assessment of the Efficiency & Effectiveness of the City of Corpus Christi's Financial Services Department Council Presentation September 15, 2015 Process Overview of Annual Competitive Assessments • Annually select department or service • Develop scope & issue RFP • Select consultant • Do assessment - Identify gaps in best practices & analyze - Benchmark against other organizations - Develop recommendations for improvement - Issue formal report • Department develops & implements action plan to close competitive gap Overall Goals of Annual Competitive Assessments • Provide City services competitive in quality and price • Adopt best practices • Instill culture of continuous improvement Prior Assessments Using Industry Experts Fiscal Year 2010-11: MIS Competitive; $700 k in cost saving recommendations Fiscal Year 2010-11: FLEET SERVICES Competitive; "rightsizing" downsized fleet by 8% Fiscal Year 2011-12: SOLID WASTE SERVICES No further privatization warranted; recommendations resulting in cost savings from $1.2 M to $2.9 M Fiscal Year 2013-14: FIRE DEPARTMENT 28 recommendations to improve organization and service delivery Scope & Objectives of Financial Services Assessment • How well is the Department performing core services in all operational areas? Utility Billing, Purchasing, Warehouse, Accounts Payable, Accounts Receivable/ Collections, Accounting, Payroll, Grants, Cash Management & Central Cashiering • Focus areas include organization & support of the Department, staffing levels, policies, procedures and process flows, financial performance reporting, and CAFR preparation Scope & Objectives of Financial Services Assessment • Review objectives include obtaining answers to 63 specific questions covering each of the functional areas - Benchmarking and comparisons to other cities is included - The review will result in an improvement action plan • These competitive assessments are not similar to traditional financial or compliance reviews nor are they limited to evaluating existing policies, procedures or internal controls CLA, the Most Responsive & Qualified ✓ CLA is one of the nation's top 10 accounting firms ✓ CLA routinely conducts organizational studies & performance evaluations of a similar nature ✓ The project manager previously served as Deputy Director of Audit Services for the City/County of Denver where she managed performance auditing CLAconnect.com CliftonLarsonAllen Schedule V 7/18/2015 V 8/17/2015 V 8/27/2015 V 9/2/2015 9/22/2015 Oct. thru Feb Feb. 2016 Mar. 2016 RFP issued Proposals due to City Finalists interviewed Consultant selected by Team Contract award by City Council Consultant field work Consultant provides staff draft report Consultant provides final report & briefs Council Financial Services Competitive Assessment QUESTIONS? AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of September 15, 2015 Second Reading for the City Council Meeting of September 22, 2015 DATE: July 13, 2015 TO: Ronald L. Olson, City Manager FROM: Daniel M. Grimsbo, P.E., Director, Development Services Department DanG@cctexas.com (361) 826-3595 Street Closure at Navigation Industrial Park, located west of N Omaha Drive and north of Agnes Street. CAPTION: Ordinance abandoning and vacating an undeveloped and unsurfaced 22,021 -square foot (0.51 acres) portion of a 60 -foot wide public right-of-way, portion out of Navigation Industrial Park Section 2, a map which is recorded in Volume 27, Page 90, Map records of Nueces County, Texas Tracts and requiring the owner, Omaha Drive Capital Partners, LTD to comply with specified conditions. PURPOSE: The purpose of this item is to abandon and vacate a portion of a 60 -foot wide public right-of-way to re -plat and incorporate the northern half of the requested ROW vacation with the re -plat. BACKGROUND AND FINDINGS: Omaha Drive Capital Partners, LTD (Owner) is requesting the abandonment and vacation of an undeveloped and unsurfaced 22,021 -square foot portion (0.51 acres) of a 60 -foot wide public right- of-way, portion out of Navigation Industrial Park Section 2, a map which is recorded in Volume 27, Page 90, Map records of Nueces County, Texas Tracts, located west of N Omaha and south of Westway. The abandonment and vacation of the undeveloped public street right-of-way is being requested in conjunction with a re -plat. Staff recommends that payment of the fair market value be waived because City Code, Sec. 49- 12, (c)(4) of the City Code of Ordinances eliminates payment of the fair market value when an abandoned street is unimproved, as it is in this case. The Owners have been advised of and concur with the conditions of the public street right-of-way abandonment and vacation ordinance. ALTERNATIVES: Denial of the street closure. This will, however, adversely impact the Owner's ability to move forward with future development or sale of the subject property. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The conditions of the ordinance are in compliance with City of Corpus Christi, Code of Ordinances §49-12 (a), as amended and approved on July 13, 2004, by Ordinance No. 025816. EMERGENCY/NON-EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. None of the City departments or franchised utility companies object if a 60 -foot wide utility easement is dedicated over the public street right-of-way. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital *Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of the ordinance. Owner must comply with the following conditions: a. City staff recommends that payment of the fair market value be waived because City Code, Sec. 49-12, (c)(4) of the City Code of Ordinances eliminates payment of the fair market value when an abandoned street is unimproved, as it is in this case. b. Upon approval by the City Council and issuance of the ordinance, all grants of streets closures must be recorded at the Owners' expense in the real property Official Deed and Map Records of Nueces County, Texas, in which the subject portion of the property is located, with a copy of the recording provided to the City. Prior to the issuance of any permits for construction on the land, an up-to-date survey, abstracted for all streets, alleys or public rights-of-way, and items of record must be submitted by the Owners to the Director of Development Services. c. Dedicate a 60 feet wide utility easement over the public street right-of-way to be closed within 180 calendar days of City Council approval date. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits ORDINANCE ABANDONING AND VACATING AN UNDEVELOPED AND UNSURFACED 22,021 -SQUARE FOOT (0.51 ACRES) PORTION OF A 60 - FOOT WIDE PUBLIC RIGHT-OF-WAY, PORTION OUT OF NAVIGATION INDUSTRIAL PARK SECTION 2, A MAP WHICH IS RECORDED IN VOLUME 27, PAGE 90, MAP RECORDS OF NUECES COUNTY , TEXAS TRACTS. AND REQUIRING THE OWNER, OMAHA DRIVE CAPITAL PARTNERS, LTD TO COMPLY WITH SPECIFIED CONDITIONS. WHEREAS, Omaha Drive Capital Partners, LTD ("Owner") has requested the abandonment and vacation of an undeveloped and unsurfaced 22,021 -square foot portion (0.51 acres) portion of a 60 -foot wide public right-of-way, portion out of Navigation Industrial Park Section 2, a map which is recorded in Volume 27, Page 90, Map records of Nueces County, Texas Tracts; WHEREAS, with proper notice to the public, a public hearing was held on Tuesday, September 15, 2015, during a meeting of the City Council, during which all interested parties and citizens were allowed to appear and be heard; and WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate the subject portion of the undeveloped and unsurfaced 22,021 -square foot (0.51 acres) portion of a 60 -foot wide public right-of- way, portion out of Navigation Industrial Park Section 2, a map which is recorded in Volume 27, Page 90, Map records of Nueces County, Texas Tracts, subject to compliance by the Owner 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 Omaha Drive Capital Partners, LTD ("Owner"), an undeveloped and unsurfaced 22,021 -square foot portion (0.51 acres) portion of a 60 - foot wide public right-of-way, portion out of Navigation Industrial Park Section 2, a map which is recorded in Volume 27, Page 90, Map records of Nueces County, Texas Tracts, located west of N Omaha and south of Westway, as recorded in Volume 27, Pages 90, of the Map Records of Nueces County, Texas, is abandoned and vacated by the City of Corpus Christi ("City"), subject to the Owners' compliance with the conditions specified in Section 2 of this ordinance. Exhibit "A," which is a metes and bounds description of the subject portion, Exhibit "B," which is a field notes map, and Exhibit "C" which is a location map are attached to and incorporated in this ordinance by reference as if each were fully set out herein in their entireties. SECTION 2. The abandonment and vacation of the public street right-of-way described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. City staff recommends that payment of the fair market value be waived because City Code, Sec. 49-12, (c)(4) of the City Code of Ordinances eliminates payment of the fair market value when an abandoned street is unimproved, as it is in this case. b. Upon approval by the City Council and issuance of the ordinance, all grants of Official Deed and Map Records of Nueces County, Texas, in which the subject portion of the property is located, with a copy of the recording provided to the City. Prior to the issuance of any permits for construction on the land, an up-to-date survey, abstracted for all streets, alleys or public rights-of-way, and items of record must be submitted by the Owners to the Director of Development Services. c. Dedicate a 60 feet wide utility easement over the public street right-of-way to be closed within 180 calendar days of City Council approval date. 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 Exhibit A 0.51 Acre Tract STATE, OF TEXAS COUNTY OF NUECES Job No. 3209313500 July 8, 2015 Fieldnotes for a 0.51 Acre Tract of land (not based on an on -the -ground Survey), being a portion of Terminal Street, dedicated by Plat of Navigation Industrial Park, Section 2, a map of which is recorded in Volume 27, Page 90, Map Records of Nueces County, Texas, said 0.51 Acre Tract being more fully described as follows: Beginning, at a Southeast comer of Lot 24, Block 5, of said Navigation Industrial Park, on the West Right -of -Way of North Omaha Drive, a 60' wide public roadway, for the North corner of this Tract; Thence, South 00°30'20" West, with the common line of the said West Right -of -Way and the East Right -of -Way of the said Terminal Street, 80.24 Feet; Thence, South 00°05'00" East, with the said common line, 8.99 Feet, to a Northeast comer of Lot 6, Block 4, Navigation Industrial Park, Section 2, a map of which is recorded in Volume 37, Page 168, of the said Map Records, being a Southeast corner of the said Terminal Street and this Tract, for the beginning of a non -tangent circular curve to the leR, having a delta of 9I°43'50", a radius of 10.00 Feet, an arc length of 16.01 Feet, and a chord which bears North 45°56'45" West, I4.35 Feet; Thence, with the said non -tangent circular curve to the leR, the common line of the South Right -of -Way of the said Terminal Street and the said Lot 6, 16.01 Feet, to a Northeast comer of the said Lot 6, for a Southeast comer of this Tract; Thence, South 88°I 1'20" West, with the said common line, 354.70 Feet, to the Northwest comer of the said Lot 6, for the Southwest corner of this Tract, Thence, North 00'05'00" West, over and across the said Terminal Street, 60.03 Feet, to the North Right -of -Way of the said Terminal Street, being the Southeast comer of Lot 4A, Block 3, Navigation Industrial Park, Section 2, a map of which is recorded in Volume 57, Pages 37-38, of said Map Records, the Southwest corner of Lot 22, of said Block 5, for the Northwest corner of this Tract; Thence, North 88°11'20" East, with the common boundary line of the said North Right -of -Way of Terminal Street and the South line oldie said Block 5, 346.43 Feet, to a Southeast comer of the said Lot 24 and the beginning of a circular curve to the Left, having a delta of 86"44'51", a radius of 20.00 Feet, an arc length of 30.28 Feet, and a chord which bears North 44°49'23" East, 27.47 Feet; Thence, with the said circular curve to the left, 30.28 Feet, to the Point of Beginning, containing 0.51 Acres (22,021 SqFt) of land, more or Tess_ Bearings based on the Plot of Navigation Industrial Park, Section 2, a map of which is recorded in Volume 27, Page 90, Map Records of Nucccs County, Texas Unless this licldnotes 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 d URBAN ENGINEER' G James D. Carr, R.P.L.S. License No. 6458 S 1Surveying132093113500'.OFF1[_EIMFfTS AND BOUNDS/32093 0.51Acrcs TerminalCtosun: Page 1 of 1 (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 www.urbarteng.com TBPE, Firm # 145 • TBPLS Firm # 10032400 FAX (361)854-6001 ti. 1.-40, :1. t.7. y.1r:;•i 1., Tuve:,31 Pori - 57 —,- TERMINAL STREET (tar Raw) LOCATION MAP N.T.S. NAVIGATION 1 Lot 22. BIN', 5 IriaUstr,,71 PJr.. ,3 , r_ 4ao kt 11 0'-r L^ _ Bloc I0,3i,5t,i01 =•]rI. Sect zr 2 Pg. 90 N 8911'20' E 348.43' S City of Corpus Christi., County of Nuscas .v! 24, Doc,. t':7e'7U;iCr• Ir us1:'4 VaI P1 _ TERMINAL STREET 0.51 Acres 22,021 SgFt Vol. 27, Pg 00 M.R.N.C.T. 5 18911'20' W 354.10' I -t u, 610-t, 4 r:naigwoon ndustr'oI Fm4 c!ar !cI 57. P- 162 T Exhibit B Sketch to Accompany A 0.51 Acre Tract of land (not based on an on -the -ground Survey), being a portion of Terminal Street, dedicated by Plat of Navigation Industrial Park, Section 2, a map of which ts recorded in Volume 27, Page 90, Map Records of Nueces County, Texas. A -88'44"81' R-20.00' 1.TT-100' 1:9-N 44•40'23' E C1r27.47' 60' Point of Beginning 0 01'43'50' R-10.00' L=115.01' T-10.31' 09-11 48'56'45' w CLr-14.36' URBAN ENGINEERING w ram ,o , . nwr rrw w ,anrs,ee DATE: July 8. ,2015 SCALE 1 =40 JOB NO.: 32093.6500 SHEET: 1 OF 1 DRAWN BY: CDS urbanaurveyll7urbanang.eom 02015 by Urban Enaineertna EXHIBIT C - TERMINAL ST RIGHT-OF-WAY CLOSURE z J z 0 Cn QRR"L'EOPARD'TA SUN BELT DR CIH 1139dWVOOW AGNES ST LEOPARD CO LEOPARD ST CORS ELIA/CIR / ALLEY LEOPARD CORNELIAALL co 0 0 0 0 Q- ,c4/co RIGHT-OF-WAY CLOSURE NAVIGATION BLVD TERMINAL T cn O OMAHA DR GEMINI ST SOUTHVIEW DR F,QTY 0,4 R I/S/ 3� Up 14, N<FAIH 37 LLF{BEAR s�Vicinity Map CR 34a ��FFUR26MCCR28FM 43�TCG��;IV(4-111c°wHITECAP FM 665 �rU0 OSU Qco CCR 14U CR 12 CO CO FM 70 WINN MAIN EXHIBIT C - TERMINAL ST RIGHT-OF-WAY CLOSURE ��- �,t►- _ ,AGNES.ST,a-.. R/SFR si0 MAIN (6 -T fi`r nVi ORAA'O IH 37 GR36 HW'44BEAR O X92 Vicinity Map ,_ CR 34 d p ac 0 EC U CR 26 4/C 9 CR 26 FM 43 S'cl�Tp�R©(4� _� O'C`6q/. s��^ FM 665 i e v1 r to an r- O 4q' 0 4,,/ U U co r0 0S0 p� �0� 0 O} Y rn k ..S.'In = JZ CR 14 C 0 CC CR 12 CO U FM 70 v 5 WHITECAP 0 WINN ' „r SOOTHVIEW DR - Terminal Street Right -of -Way Closure AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of September 15, 2015 Second Reading Ordinance for the City Council Meeting of September 22, 2015 DATE: TO: August 31, 2015 Ronald L. Olson, City Manager THRU: Margie Rose, Deputy City Manager MargieR@cctexas.com 361.826.3220 Annette Rodriguez, Director of Public Health Annetter@cctexas.com 361.826.7205 FROM: William Milan Uhlarik, M.B.A., A.R.M., Assistant Director of Public Health Williamu2@cctexas.com 361.826.1348 Acceptance of the Laboratory Response Network (LRN)—Public Health Emergency Preparedness (PHEP) Grant in the amount of $201,123, and appropriation of the funds for the contract period July 1, 2015 through June 30, 2016 CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the CPS - LABORATORY RESPONSE NETWORK-PHEP Grant in the amount of $201,123, from the Texas Department of State Health Services in the health grants fund no. 1066, to provide continued emergency preparedness and response laboratory activities for the contract period of July 1, 2015 through June 30, 2016; and ratifying acceptance of the grant agreement to begin July 1, 2015. PURPOSE: To be used to provide for personnel costs, supplies and other expenses to provide a Public Health Emergency Preparedness Laboratory Response Program relating to a plan for responding to an act of bio -terrorism and biological threats. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant in the amount of $201,123, to maintain the LRN laboratory activities within the Corpus Christi-Nueces County Public Health District beginning July 1, 2015 through June 30, 2016, for the purchase of supplies, equipment, travel expenses and personnel salary with fringe benefits to support the preparedness and response activities enabling expedient and appropriate response to events of public health consequences. ALTERNATIVES: Discontinue LRN laboratory activities; thus causing a delay in our expedient and appropriate response to public health consequences. OTHER CONSIDERATIONS: None FINANCIAL IMPACT: (Fill out chart — instructions below) ❑ Not Applicable X Operating Expense X Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Year TOTALS Budget Encumbered/Expended amount This item $201,123 $201,123 BALANCE $201,123 $201,123 FUND(S) Grant Comments: No fiscal impact to General Fund. Grant award of $201,123, with 10% ($20,112) indirect in-kind match. RECOMMENDATION: Staff recommends approval of this agenda item. CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds. EMERGENCY / NON -EMERGENCY: Non -Emergency. This item requires two readings and ratification of the grant contract to begin July 1,2015. DEPARTMENTAL CLEARANCES: Corpus Christi-Nueces County Public Health District Legal Department Finance - Federal Grants and Office of Management and Budget. LIST OF SUPPORTING DOCUMENTS: Contract No. 2016-001139-00 Ordinance Cc: Yvette Aguilar, Assistant City Attorney Constance Sanchez, Director of Financial Services Eddie Houlihan, Assistant Director of Management and Budget Margie Rose, Deputy City Manager Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the CPS -LABORATORY RESPONSE NETWORK-PHEP grant in the amount of $201,123, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide continued emergency preparedness and response laboratory activities for the contract period July 1, 2015, through June 30, 2016; and ratifying acceptance of the grant agreement to begin as of July 1, 2015. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: The City Manager or designee is authorized to execute all documents necessary to accept and appropriate a total grant amount of $201,123, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, for the contract period of July 1, 2015, through June 30, 2016, to provide continued emergency preparedness laboratory services. Section 2: The City Manager or designee is authorized to execute any future amendments to the grant contract which extend the contract period or increase or decrease the amount of the grant. Section 3: Further the City Council ratifies acceptance of the grant to begin as of July 1, 2015. A copy of the executed grants shall be filed in the office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2015, by the following vote: Nelda Martinez Chad Magill Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Brian Rosas Mark Scott Lucy Rubio 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 Chad Magill Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Brian Rosas Mark Scott Lucy Rubio PASSED AND APPROVED, this the day of , 2015. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor DEPARTMENT OF STATE HEALTH SERVICES CONTRACT 2016-001139-00 This Contract is entered into by and between the Department of State Health Services (DSHS or the Department), an agency of the State of Texas, and Corpus Christi Public Health District (Contractor), a Govemmental, (collectively, the Parties) entity. 1. Purpose of the Contract: DSHS agrees to purchase, and Contractor agrees to provide, services or goods to the eligible populations. 2. Total Amount: The total amount of this Contract is $201,123.00. 3. Funding Obligation: This Contract is contingent upon the continued availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment to the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce, or terminate funding under this Contract. 4. Term of the Contract: This Contract begins on 07/01/2015 and ends on 06/30/2016. DSHS has the option, in its sole discretion, to renew the Contract. DSHS is not responsible for payment under this Contract before both parties have signed the Contract or before the start date of the Contract, whichever is later. 5. Authority: DSHS enters into this Contract under the authority of Health and Safety Code, Chapter 1001. 6. Program Name: CPS/LRN-PHEP CPS -LABORATORY RESPONSE NETWORK -PNEP Page 1 of 13 7. Statement of Work: A. Contractor will perform activities (continue Level 1 and Level 2 chemical laboratory surge capacity activities, comply with new Laboratory Readiness Network (LRN) requirements for biological laboratories, coordinate with cross -cutting public health preparedness partners, and analyze real-time clinical specimens) in support of the Public Health Emergency Preparedness Cooperative Agreement (Funding Opportunity Number CDC-RFA-TP12-120102CONT15) and the Office of the Assistant Secretary for Preparedness and Response (OASPR) from the Centers for Disease Control and Prevention (CDC). CDC's five-year Public Health Emergency Preparedness (PHEP) — Hospital Preparedness Program (HPP) Cooperative Agreement seeks to align PHEP and HPP programs and advance public health and healthcare preparedness and insure jurisdictions are capable of providing a standard battery of tests for high priority biological threats and emerging infectious diseases. Contractor shall perform the activities required under this Program Attachment in the Service Area designated in the most recent version of Section 8. "Service Area" of this contract. B. Contractor will comply with new biological laboratory requirements in accordance with the revised CDC policy for LRN-B Reference Level Laboratories. C. Contractor will not exceed the total amount of this Contract without DSHS prior approval, which will be evidenced by the Parties executing a written amendment. D. Contractor will comply with all applicable federal and state laws, rules, and regulations including, but not limited to, the following: 1. Public Law 107-188, Public Health Security and Bioterrorism Preparedness and Response Act of 2002; 2. Public Law 113-05, Pandemic and All -Hazards Preparedness Reauthorization Act; and 3. Texas Health and Safety Code Chapter 81. E. The Parties have the authority under Texas Government Code Chapter 791 to enter into this Interlocal Cooperation Contract. F. The following documents and resources are incorporated by reference and made a part of this Contract: 1. DSHS and CDC Public Health Emergency Preparedness Cooperative Agreement, Funding Opportunity Number: CDC-RFA-TP12-120102CONT15; 2. Public Health Preparedness Capabilities: National Standards for State and Local Planning, March 2011: http://www.cdc.gov/phpr/capabilities/DSLR capabilities_July.pdf; 3. Presidential Policy Directive 8/PPD-8, March 30, 2011: http://www. h lswatch.com/wp-content/uploads/2011 /04/PPD-8-Preparedness.pdf; 4. Homeland Security Exercise and Evaluation Plan (HSEEP) Documents: https://hseep.dhs.gov/pages/1001_HSEEP7.aspx; 5. Ready or Not? Have a Plan; Surviving Disaster: How Texans Prepare (videos): http://www.texasprepares.org/survivingdisaster.htm; 6. Preparedness Program Guidance(s) as provided by DSHS and CDC; and 7. FY2015 Office of the Assistant Secretary for Preparedness and Response (OASPR) Hospital Preparedness Program — CFDA Number 93.074 http://www. phe. gov/preparedness/plan ping/h pp/pages/defau lt.aspx. G. Funds awarded for this Contract must be matched by costs or third party contributions that are not paid Page 2 of 13 by the Federal Government under another award, except where authorized by Federal statute to be used for cost sharing or matching. The non-federal contributions (match) may be provided directly or through donations from public or private entities and may be in cash or in-kind donations, fairly evaluated, including plant, equipment, or services. The costs that the Contractor incurs in fulfilling the matching or cost-sharing requirement are subject to the same requirements, including the cost principles, that are applicable to the use of Federal funds, including prior approval requirements and other rules for allowable costs as described in 45 CFR 74.23 and 92.24. H. Contractor will notify DSHS in advance of Contractor's plans to participate in or conduct local exercises, in a format specified by DSHS. Contractor will participate in statewide exercises planned by DSHS as needed to assess the capacity of Contractor to respond to bioterrorism, other outbreaks of infectious disease, and other public health threats and emergencies. Contractor will prepare after -action reports, documenting and correcting any identified gaps or weaknesses in preparedness plans identified during exercise, in a form specified by DSHS. I. Contractor will cooperate with DSHS to coordinate all planning, training and exercises performed under this Contract with the Governor's Division of Emergency Management of the State of Texas, or other points of contact at the discretion of the division, to ensure consistency and coordination of requirements at the local level and eliminate duplication of effort between the various domestic preparedness funding sources in the state. J. The Contractor is required to provide matching funds for this Contract not less than ten -percent of the allocation amount. Cash match is defined as an expenditure of cash by the contractor on allowable costs of this Contract that are bome by the contractor. In-kind match is defined as the dollar value of non-cash contributions by a third party given in goods, commodities, or services that are used in activities that benefit this Contract's project and that are contributed by non-federal third parties without charge to the contractor. The criteria for match must: 1. Be an allowable cost under the applicable federal cost principle; 2. Be necessary and reasonable for the efficient accomplishment of project or program objectives; 3. Be verifiable within the contractor's (or subcontractor's) records; 4. Be documented, including methods and sources, in the approved budget (applies only to cost reimbursement Contracts); 5. Not be included as contributions toward any other federally -assisted project or program (match can count only once); 6. Not be paid by the Federal Government under another award, except where authorized by Federal statute to be used for cost sharing or match; 7. conform to other provisions of governing circulars/statutes/regulations as applicable for the Contract; 8. Be adequately documented; 9. Must follow procedures for generally accepted accounting practices as well as meet audit requirements; and 10. Value the in-kind contributions reported and must be supported by documentation reflecting the use of goods and/or services during the Contract term . K. In the event of a public health emergency involving a portion of the state, Contractor will mobilize and dispatch staff or equipment purchased with funds from the previous PHEP cooperative agreement and that are not performing critical duties in the jurisdiction served to the affected area of the state upon receipt of a written request from DSHS. L. Contractor will inform DSHS in writing if Contractor will not continue performance under this Contract Page 3 of 13 within 30 days of receipt of an amended standard(s) or guideline(s). After receipt of this Notice, DSHS may terminate this Contract immediately or within a reasonable period of time as determined by DSHS. M. Contractor will develop, implement and maintain a timekeeping system for accurately documenting staff time and salary expenditures for all staff funded through this Contract, including partial full-time employees and temporary staff. N. DSHS reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. DSHS will monitor Contractor's expenditures on a quarterly basis. If expenditures are below that projected in Contractor's total Contract amount, Contractor's budget may be subject to a decrease for the remainder of the Term of the Contract. Vacant positions existing after ninety days may result in a decrease in funds. O. The Contractor will: 1. Maintain a confirmatory bioterrorism testing laboratory with a staff trained and proficient in CDCs LRN biothreat protocols; 2. Provide test samples from identified service area for biothreat agents and toxins. Once biological agent is identified, Contractor will be prepared to test for other infectious agents and for other public health threats and emergencies; 3. Test food samples for select biological agents using conventional and advanced bacteriological techniques and CDC-LRN protocols; 4. Maintain extensive collaboration with local law enforcement, hazardous material and other emergency responders. In addition, Contractor will prepare Standard Operating Procedures and Standard Operating Guidelines (SOPs/SOGs) covering interaction with these agencies in the event of an emergency or incident; 5. Provide documentation verifying that all new or revised SOPs/SOGs related to preparedness to have been approved/reviewed to DSHS with quarterly report; 6. Utilize DSHS's provided Public Health Laboratory Information Management System (PHLIMS), or a LIMS that has been configured to be compatible with the CDC Results Messenger (RM) reporting system, or CDC RM for reporting biothreat testing and results. This reporting will include sample and laboratory data as well as the final report; 7. Prepare current information during an incident; 8. Provide LRN surge capability plan; 9. Maintain extensive collaboration with all hospitals located in the identified service area to plan for response activities for biothreats; 10. Present laboratory -oriented training to hospitals and reference laboratories in the identified service area on the LRN sentinel protocols to include packaging and shipping of both biological and chemical samples according to published CDC protocols; 11. Maintain a system for safe specimen transport from local laboratories; 12. Explore the capabilities and needs of sentinel laboratories; 13. Describe their plans to meet updated LRN-B program requirements for Standard reference level laboratories as outlined in the Funding Opportunity Announcement FOA, Appendix 10; 14. Programmatic reports as directed by DSHS in a format specified by DSHS. Contractor will provide DSHS other reports, including financial reports, and any other reports that DSHS determines necessary to accomplish the objectives of this contract and to monitor compliance; 15. An end -of -year performance report in a format specified by DSHS no later than August 15, 2016; 16. Reports as requested by DSHS to satisfy information -sharing Requirements set forth in Texas Government Code, Sections 421.071 and 421.072 (b) and (c); and 17. If Contractor is legally prohibited from providing any reports required under this Contract, then the Contractor will immediately notify DSHS in writing. Page 4 of 13 P. Contractor's laboratory microbiologist will be responsible for: 1. Training other Contractor laboratory staff in setting up and performing all diagnostic and reference testing for select biological agents; 2. Monitoring and evaluating biothreat incidents, outbreaks of infectious disease and other public health threats and emergencies; 3. Communicating with all other laboratories within the service area as defined by DSHS; and 4. Interacting with DSHS and CDC. Q. In the event of a local, state, or federal emergency the Contractor has the authority to utilize approximately five percent of the Contractor's stairs time supporting this Contract for response efforts. DSHS will reimburse Contractor up to five percent of this Contract funded by CDC for personnel costs responding to an emergency event. Contractor will maintain records to document the time spent on response efforts for auditing purposes. Allowable activities also include participation of drills and exercises in the pre -event time period. Contractor will notify the Assigned Contract Manager in writing when this provision is implemented. R. For the purposes of this Contract, the Contractor may not use funds for fundraising activities, lobbying, research, construction, major renovations and reimbursement of pre -award costs, clinical care, purchase of vehicles of any kind, funding an award to another party or provider who is ineligible, backfilling costs for staff or the purchase of incentive items. PERFORMANCE MEASURES: A. Contractor will meet and report performance measures based on milestones that are developed in coordination with DSHS for the Contractor's project as provided in the Section 1. The Contractor must also demonstrate adherence to PHEP reporting deadline and the capability to receive, stage, store, distribute and dispense materiel during a public health emergency. B. Failure to meet the requirements in Section I may result in withholding a portion of the BP4 PHEP base award. C. DSHS will send a schedule for the reporting these Performance Measures within 30 days of the contract start date, which is subject to change as DSHS and CDC modify performance measures and due dates. SECTION VII. BILLING INSTRUCTIONS: Contractor will request payment using the State of Texas Purchase Voucher (Form B-13) on a monthly basis and acceptable supporting documentation for reimbursement of the required services/deliverables. Additionally, the Contractor will submit the Financial Status Report (FSR -269A) and the Match Reimbursement Certification (B -13A) on a quarterly basis. Vouchers, supporting documentation, Financial Status Report, and B -13A should be mailed or emailed to the addresses below. Claims Processing Unit, MC1940 Texas Department of State Health Services 1100 West 49th Street PO Box 149347 Austin, TX 78714-9347 B-13: invoices@dshs.state.tx.us Page 5 of 13 Php.vouchersupport@dshs.state.tx.us Support Document: invoices@dshs.state.tx.us Php.vouchersupport@dshs.state.tx.us B -13A: invoices@dshs.state.tx.us Php.vouchersupport©dshs.state.tx.us FSR: invoices@dshs.state.tx.us Php.vouchersupport@dshs.state.tx. us FSRGrants@dshs.state.tx.us Page 6 of 13 8. Service Area Calhoun County, Goliad County, Jackson County, Victoria County, Aransas County, Bee County, Jim Wells County, Kleberg County, Live Oak County, Nueces County, Refugia County, San Patricio County Page 7 of 13 This section intentionally left blank. Page 8 of 13 10. Procurement method: Non -Competitive Interagency/Interlocal GST -2012 -Solicitation -00030 DCPS GOLIVE LRN PHEP 11. Renewals: Number of Renewals Remaining: 1 Date Renewals Expire: 06/30/2017 12. Payment Method: Cost Reimbursement 13. Source of Funds: 93.069, 93.069 14. DUNS Number: 069457786 Page 9 of 13 This section intentionally left blank. Page 10 of 13 16. Special Provisions A. Contractor will submit final close-out bill or revisions to previous reimbursement request(s) no later than August 15, 2016, for costs incurred between the services dates of July 1, 2015 to June 30, 2016. No expenditures with service dates from July 1, 2015 to June 30, 2016 will be paid after August 15, 2016 from the Budget Period 4 (BP4) allocation. This Subsection supersedes Section 4.03 of the Fiscal Year 2016 Department of State of Health Services General Provisions (Core/Sub Recipient). B. General Provisions, Terms and Conditions of Payment Article VI, is revised to include: DSHS will monitor Contractor's billing activity and expenditure reporting on a quarterly basis. Based on these reviews, DSHS may reallocate funding between contracts to maximize use of available funding. C. General Provisions, Allowable Costs and Audit Requirements Article VII, is amended to include the following: For the purposes of this Contract, funds may not be used for fundraising activities, lobbying, research; construction, major renovations, reimbursement of pre -award costs; clinical care; the purchase of vehicles, funding an award to another party or provider who is ineligible, or backfilling costs for staff new construction, or the purchase of incentive items. D. General Provisions, Access and Inspection Article XI, Access Section 11.01 is hereby revised to include the following: In addition to the site visits authorized by this Article of the General Provisions, Contractor will allow DSHS to conduct on-site quality assurance reviews of Contractor. Contractor will comply with all DSHS documentation requests and on-site visits. Contractor will make available for review all documents related to this Contract upon request by the DSHS Program staff. E. General Provisions, General Business Operations of Contractor Article XIV, Equipment Purchases (Including Controlled Assets), Section 14.20, is revised as follows: Contractor is required to initiate the purchase of approved equipment no later than June 30, 2016 as documented by issue of a purchase order or written order confirmation from the vendor on or before June 30, 2016. In addition, all equipment must be received no later than 45 calendar days following the end of the Contract term. F. General Provisions, General Terms Article XV, Amendment Section 15.15, is amended to include the following: Contractor must submit all amendment and revision requests in writing to the Division Contract Management Unit at least 90 days prior to the end of the term of this Contract. Page 11 of 13 17. Documents Forming Contract. The Contract consists of the following: a. Contract (this document) 2016-001139-00 b. General Provisions Subrecipient General Provisions c. Attachments Budget d. Declarations Certification Regarding Lobbying, Fiscal Federal Funding Accountability and Transparency Act (FFATA) Certification e. Exhibits Any changes made to the Contract, whether by edit or attachment, do not form part of the Contract unless expressly agreed to in writing by DSHS and Contractor and incorporated herein. 18. Conflicting Terms. In the event of conflicting terms among the documents forming this Contract, the order of control is first the Contract, then the General Provisions, then the Solicitation Document, if any, and then Contractor's response to the Solicitation Document, if any. 19. Payee. The Parties agree that the following payee is entitled to receive payment for services rendered by Contractor or goods received under this Contract: Name: City of Corpus Christi Vendor Identification Number: 17460005741 20. Entire Agreement. The Parties acknowledge that this Contract is the entire agreement of the Parties and that there are no agreements or understandings, written or oral, between them with respect to the subject matter of this Contract, other than as set forth in this Contract. I certify that I am authorized to sign this document and I have read and agree to all parts of the contract, Department of State Health Services Corpus Christi Public Health District By: By: Signature of Authorized Official Signature of Authorized Official Date Date Name and Title Name and Title 1100 West 49th Street Address Address Austin, TX 78756-4204 City, State, Zip City, State, Zip Telephone Number Telephone Number E-mail Address E-mail Address ed as to for 4.iiiii. _.p.,.4, stant ttoe, For City Attorney Page 12 of 13 Budget Summary Organization Name: Corpus Christi Public Health District Program ID: CPS/LRN-PHEP Contract Number. 2016-001139-00 Budget Categories Budget Categories DSHS Funds Requested Cash Match In Kind Match Contributions Category Total Personnel $96,684.00 $0.00 $0.00 $96,684.00 Fringe Benefits $35,096.00 $0.00 $0.00 $35,096.00 Travel $14,355.00 $0.00 $0.00 $14,355.00 Equipment $0.00 $0.00 $0.00 $0.00 Supplies $22,305.00 $0.00 $0.00 $22,305.00 Contractual $0.00 $0.00 $0.00 $0.00 Other $32,683.00 $0.00 $0.00 $32,683.00 Total Direct Costs $201,123.00 $0.00 $0.00 $201,123.00 Indirect Costs $0.00 $20,112.00 $0.00 $20,112.00 Totals $201,123.00 $20,112.00 $0.00 $221,235.00 Page 13 of 13 TEXAS DEPARTMENT OF STATE HEALTH SERVICES CERTIFICATION REGARDING LOBBYING CERTIFICATION FOR CONTRACTS, GRANTS, LOANS AND COOPERATIVE AGREEMENTS The undersigned certifies, to the best of his or her knowledge and belief that: (1) No federal appropriated funds have been paid or will be paid, by o r on behalf of the undersigned, to any person for influencing or attempting to influence an officer or an employee of any agency, a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with the awarding of an> federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of an federal contract, grant, loan, or cooperative agreement. (2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of congress federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit, an officer or employee of congress, or an employee of a member of congress in connection with this Standard Form -I I, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not Tess that 510,000 and not more than 5100,000 for each such failure. Signature Date Print Name of Authorized individual 4 1 — lit l 12 —OO Application or Contract Number Organization Name CSCU # EF29-12374 - Revised 2/2006 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. if the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: 1 1 FFATA Contact # 1 Name, Email and Phone Number: Primary Address of Contractor: FFATA Contact #2 Name, Email and Phone Number: ZIP Code: 9 -digits Required www.usos.com DUNS Number: 9 -digits Required www.sam.gov T T nil . I State of Texas Comptroller Vendor Identification Number (VIN) 14 Digits ,T�az.1 TT 1 7 Printed Name of Authorized Representative Signature of Authorized Representative Title of Authorized Representative Date -1- Department of State Health Services Form 4734 —June 2013 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, I hereby certify that the statements made by me in this certification form are true, complete and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of less than $300,000 in your previous tax year? ❑ Yes ❑ No If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. if your answer is "No", answer questions "A" and "B". A. Certification Regarding % of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? ❑ Yes ❑ No B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? ❑ Yes ❑ No If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? ❑ Yes fl No If your answer is "Yes" to this question, where can this information be accessed? If your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. For example: Jahn Blum:500000;Mary Redd_50000;Er'c Gont:400000;Todd Platt:300000; Sally Tom:300000 Provide compensation information here: -2- Department of State Health Services Form 4734 — June 2013 ARTICLE! SECTION 1.01 SECTION 1.02 ARTICLE 11 SECTION 2.01 SECTION 2.02 SECTION 2.03 SECTION 2.04 SECTION 2.05 SECTION 2.06 SECTION 2.07 SECTION 2.08 SECTION 2.09 SECTION 2.10 SECTION 2.11 SECTION 2.12 ARTICLE III SECTION 3.01 SECTION 3.02 SECTION 3.03 SECTION 3.04 SECTION 3.05 ARTICLE IV SECTION 4.01 SECTION 4.02 ARTICLE V SECTION 5.01 SECTION 5.02 SECTION 5.03 SECTION 5.04 ARTICLE VI SECTION 6.01 SECTION 6.02 SECTION 6.03 ARTICLE VII C SECTION 7.01 SECTION 7.02 SECTION 7.03 SECTION 7.04 SECTION 7.05 ARTICLE VIII Fiscal Year 2016 Department of State Health Services Contract General Provisions CONTRACT COMPONENTS 4 CONTRACT COMPONENTS 44 ORDER OF PRECEDENCE 4 COMPLIANCE AND REPORTING COM4PLIANCE 4 PRECEDENCE OF CONTRACT TERMS 4 EFFECT OF LEGISLATIVE CHANGES 4 COMPLIANCE WITH REQUIREMENTS OF SOLICITATION DOCUMENT 4 REPORTING 4 APPLICABLE CONTRACTS LAW AND VENUE FOR DISPUTES 4 STATUTES AND STANDARDS OF GENERAL APPLICABILITY APPLICABILITY OF GENERAL PROVISIONS TO INTERAGENCY AND INTERLOCAL CONTRACTS 6 CIVIL RIGI ITS POLICY AND COMPLAINTS 77 LICENSES, CERTIFICATIONS, PERMITS, REGISTRATIONS AND APPROVALS 7 FUNDING OBLIGATION 7 WHISTLEBLOWER ACT PROTECTION SERVICES 7 EDUCATION TO PERSONS IN RESIDENTIAL FACILITIES 7 DISASTER SERVICES 88 CONSENT TO MEDICAL CARE OF A MINOR 8 TELEMEDICINE/ TELEPSYCHIATRY MEDICAL SERVICES 9 SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY FUNDING 9 DEBT TO STATE AND CORPORATE STATUS. 9 APPLICATION OF PAYMENT DUE. 9 PAYMENT METHODS AND RESTRICTIONS 9 PAYMENT METHODS. 99 INVOICE/BILLING SUBMISSION. 10 FINAL INVOICE/BILLING SUBMISSION. 10 TIIIRD PARTY PAYORS.. TERMS AND CONDITIONS OF PAYMENT 10 PROMPT PAYMENT 10 PAYMENT BY DEPARTMENT 10 110 W ITHI IOLDING PAYMENTS. ONFIDENTIALITY 11 MAINTENANCE OF CONFIDENTIALITY 1i.11 DEPARTMENT ACCESS TO PHI AND OTHER CONFIDENTIAL INFORMATION. 11 EXCHANGE OF CLIENT -IDENTIFYING INFORMATION. SECURITY OF PATIENT OR CLIENT RECORDS. 11 121 HIV/AIDS MODEL WORKPLACE GUIDELINES 12 PUBLIC INFORMATION ACT Genera! Provisions (September 1, 2016) 1 SECTION 8.01 TEXAS PUBLIC INFORMATION ACT 12 ARTICLE IX RECORDS RETENTION 12 SECTION 9.01 RETENTION. 12 ARTICLE X ACCESS, INSPECTION AND AUDIT OF RECORDS 12 SECTION 10.01 ACCESS AND INSPECTION 13 SECTION 10.02 STATE AUDITOR'S OFFICE 13 SECTION 10.03 RESPONDING TO DEFICIENCIES 13 ARTICLE XI REPORTING REQUIREMENTS 13 SECTION 11.01 CHILD ABUSE REPORTING REQUIREMENT 13 SECTION 11.02 SIGNIFICANT INCIDENTS 14 SEC14TION 11.03 LITIGATION. 14 SECTION 11.04 CONTRACT OR LICENSE ACTION AGAINST THE CONTRACTOR. 14 SECTION 11.05 INSOLVENCY 14 SECTION 11.06 PERFORMANCE MALFEASANCE 15 SECTION 11.07 CRIMINAL ACTIVITY AND DISCIPLINARY ACTION 15 SECTION 11.08 RETALIATION PROHIBITED 15 SECTION 11.09 DOCUMENTATION ARTICLE XII ASSURANCES AND CERTIFICATIONS 15 SECTION 12.01 CERTIFICATION 15 SECTION 12.02 CHILD SUPPORT DELINQUENCIES 16 SECTION 12.03 AUTHORIZATION 16 SECTION 12.04 GIFTS AND BENEFITS PROHIBITED 16 SECTION 12.05 INELIGIBILITY TO RECEIVE THE CONTRACT 17 SECTION 12.06 ANTITRUST ARTICLE XIII GENERAL BUSINESS OPERATIONS OF CONTRACTOR 17 SECTION 13.01 PROGRAM SITE 17 SECTION 13.02 HISTORICALLY UNDERUTILIZED BUSINESSES (HUBS) 17 SECTION 13.03 Buy TEXAS I717 SECTION 13.04 STATUS OF SUBCONTRACTORS 18 SECTION 13.05 INDEPENDENT CONTRACTOR 18 SECTION 13.06 TAX LIABILITY 18 SECTION 13.07 NOTICE OF ORGANIZATIONAL CHANGE 18 SECTION 13.08 No ENDORSEMENT 18 SECTION 13.09 E-VEIIIFY SYSTEM ARTICLE XIV GENERAL TERMS 18 SECTION 14.01 ASSIGNMENT 18 SECTION 14.02 LOBBYING.19 SECTION 14.03 CONFLICT OF INTEREST 9 SECTION 14.04 TRANSACTIONS BETWEEN RELATED PARTIES SECTION 14.05 INTELLECTUAL PROPERTY 20 210 SECTION 14.06 OTHER INTANGIBLE PROPERTY 21 SECTION 14.07 SEVERABILITY AND AMBIGUITY 21 SECTION 14.08 LEGAL NOTICE 21 SECTION 14.09 SUCCESSORS 21 SECTION 14.10 SURVIVABILITY OF TERMS 21 SECTION 14.11 CUSTOMER SERVICE INFORMATION General Provisions (September 1, 2016) 2 SECTION 14.12 AMENDMENT 21 SECTION 14.13 CONTRACTOR'S NOTIFICATION OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL 1 SECTION 14.14 UNILATERAL AMENDMENT 21 21 SECTION 14.15 INTERIM EXTENSION AMENDMENT 2 22 SECTION 14.16 IMMUNITY NOT WAIVED 22 SECTION 14.17 HOLD HARMLESS AND INDEMNIFICATION 22 SECTION 14.18 WAIVER SECTION 14.19 ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY AND SECURITY STANDARDS. 22 SECTION 14.20 FORCE MAJEURE 24 SECTION 14.21 COOPERATION AND COMMUNICATION. 24 SECTION 14.22 INSURANCE ARTICLE XV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE 25 25 SECTION 15.01 ACTIONS CONSTITUTING BREACH OF CONTRACT 25 SECTION 15.02 GENERAL REMEDIES AND SANCTIONS 26 SECTION 15.03 NOTICE OF REMEDIES OR SANCTIONS. 26 SECTION 15.04 EMERGENCY ACTION ARTICLE XVI CLAIMS AGAINST THE DEPARTMENT -NOTICE OF DISPUTE 27 SECTION 16.01 BREACH 27 OF CONTRACT CLAIM 27 SECTION 16.02 NOTICE 27 SECTION 16.03 PERFORMANCE NOT SUSPENDED. ARTICLE XVII TERMINATION AND TEMPORARY SUSPENSION 27 SECTION 17.01 EXPIRATION OF CONTRACT OR PROGRAM ATTACHMENTS. 2727 SECTION 17.02 EFFECT OF TERMINATION OR EXPIRATION. 27 SECTION 17.03 TERMINATION OR TEMPORARY SUSPENSION WrriIOUT CAUSE. 28 SECTION 17.04 IMMEDIATE TERMINATION 28 SECTION 17.05 TERMINATION FOR CAUSE. 28 SECTION 17.06 NOTICE OF TERMINATION ARTICLE XVIII VOID, SUSPENDED AND TERMINATED CONTRACTS 28 28 SECTION 18.01 Vot» CONTRACTS. 28 SECTION 18.02 EFFECT OF VOID, SUSPENDED, OR INVOLUNTARILY TERMINATED CONTRACT 28 SECTION 18.03 APPEALS Moms FOR DSHS FUNDED BLOCK GRANTS ARTICLE XIX CLOSEOUT 28 SECTION 19.01 CESSATION OF SERVICES AT CLOSEOUT 28 SECTION 19.02 ADMINISTRATIVE OFFSET 29 SECTION 19.03 DEADLINE FOR CLOSEOUT 29 SECTION 19.04 PAYMENT OF REFUNDS 29 SECTION 19.05 DISALLOWANCES AND ADJUSTMENTS General Provisions (September 1, 2016) 3 ARTICLE I CONTRACT COMPONENTS Section 1.01 Contract Components. As used in herein, the "Contract" consists of the following documents: a. The Contract, including any applicable Program Attachment(s); The Department of State Health Services Fiscal Year 2016 General Provisions (General Provisions) and if applicable, the ; c. The solicitation document, if applicable; and d. The response, proposal or application submitted by Contractor in response to the solicitation document, if applicable. Section 1.02 Order of Precedence. To the extent that there is any conflict between the terms of any contract component document, the conflict shall be resolved in the above order of priority in Section 1.01. ARTICLE II COMPLIANCE AND REPORTING Section 2.01 Compliance. Contractor shall comply and require its subcontractor(s) to comply with the requirements of these general provisions and all other applicable state and federal statutes, regulations, rules and executive orders, as such statutes, regulations, rules and executive orders including as such statutes, regulations, rules and executive orders may be amended. Section 2.02 Precedence of Contract Terms. To the extent this Contract imposes a higher standard or additional requirements beyond those required by applicable statutes, regulations, rules or executive orders, the terms of this Contract shall take precedence and control. Section 2.03 Effect of Legislative Changes. Contractor agrees that upon notification from Department of State Health Services (DSHS or Department) Contractor shall comply with any changes to the term of the contract include in its contracts that are a result of legislation during the term of this Contract. Section 2.04 Compliance with Requirements of Solicitation Document. If applicable and except as specified in these General Provisions or the Contract's terms, the Contractor shall comply with the requirements, eligibility conditions, assurances, certifications and program requirements of the Solicitation Document for the duration of this Contract or any subsequent renewals. The Parties agree that the Department has relied upon Contractor's response to the Solicitation Document. The Parties agree that any misrepresentation contained in Contractor's response to the Solicitation Document constitutes a breach of this Contract and may result in termination. Section 2.05 Reporting. Contractor shall submit reports in accordance with the reporting requirements established by the Department and provided for in the Contract and in these General Provisions. Except as otherwise provided for in this Contract or General Provisions, the Contractor shall submit reports to the assigned contract manager. Contractor shall also provide any other information requested by the Department in the format required by DSHS. Failure to submit any required report or additional requested information by the due date specified in the contract or upon request may constitute a breach of contract, result in delayed payment and/or the imposition of sanctions and remedies. And failure to comply with a reporting requirement may adversely affect evaluation of Contractor's ability to contract in the future with the Department. Section 2.06 Applicable Contracts Law and Venue for Disputes. Except as provided for in Article XV, all issues related to this contract, including formation, performance and interpretation that may arise in any dispute between the Parties, shall be governed by and construed in accordance with the laws of the State of Texas and venue shall be in Travis County, Texas. Section 2.07 Statutes and Standards of General Applicability. Contractor is responsible for reviewing and complying with all applicable statutes, rules, regulations, executive orders and policies. To the extent applicable General Provisions (September 1, 2016) 4 to Contractor, Contractor shall comply with the following: a. Statutes, rules, regulations, and DSHS policy (and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs, benefits or activities or denial of any aid, care, service or other benefit on the basis of race, color, national origin, limited English proficiency, sex, sexual orientation (where applicable), disabilities, age, substance abuse, political belief or religion: 1. Title VI of the Civil Rights Act of 1964, 42 USC §§ 2000d et seq.; 2. Title IX of the Education Amendments of 1972, 20 USC §§ 1681-1683, and 1685-1686; 3. Section 504 of the Rehabilitation Act of 1973, 29 USC § 794(a); 4. Americans with Disabilities Act of 1990, 42 USC §§ 12101 et seq.; 5. Age Discrimination Act of 1975, 42 USC §§ 6101-6107; 6. Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970: 42 USC § 290dd (b)(1); 7) 45 CFR Parts 80, 84, 86 and 91; 7. U. S. Department of Labor, Equal Employment Opportunity E.O. 11246; 8. Tex. Labor Code Chapter 21; 9. Food Stamp Act of 1977 (7 USC §§ 2011 et seq.); 10. Executive Order 13279, 45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 11. Drug Abuse Office and Treatment Act of 1972, 21 USC §§ 1101 et seq., relating to drug abuse; 12 Public Health Service Act of 1912, §§ 523 and 527, 42 USC § 290dd-2, and 42 CFR pt. 2, relating to confidentiality of alcohol and drug abuse patient records; 13. Title VIII of the Civil Rights Act of 1968, 42 USC §§ 3601 et seq., relating to nondiscrimination in housing, and 14. DSHS Policy AA-5018, Non-discrimination Policy for DSHS Programs; b. Immigration Reform and Control Act of 1986, 8 USC § 1324a, and Immigration Act of 1990, 8 USC 1101 et seq., as amended by Public Lawl 13-4 (March 7, 2013), regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c. Pro-Children Act of 1994, 20 USC §§ 6081-6084, and the Pro-Children Act of 2001, 20 USC § 7183, regarding the non-use of all tobacco products; 289a-1 et se and 6601 (P.L. 93-348 and d. National Research Service Award Act of 1971, 42 USC §§ q., P.L. 103-43), regarding human subjects involved in research; e. Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-26, which limits the political activity of employees whose employment is funded with federal funds; f. Fair Labor Standards Act, 29 USC §§ 201 et seq., and the Intergovernmental Personnel Act of 1970, 42 USC §§ 4701 et seq., as applicable, concerning minimum wage and maximum hours; g. Texas Government Code Chapter 469 pertaining to eliminating architectural barriers for persons with disabilities; h. Texas Workers' Compensation Act, Texas Labor Code Chapters 401-406, and 28 Texas Administrative Code (TAC) pt. 2, regarding compensation for employees' injuries; i. The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the regulation and certification of clinical laboratories; 29 CFR § j. The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens, 1910.1030, or Title 25 Tex. Admin Code Chapter 96 regarding safety standards for handling blood borne pathogens; k. Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment of laboratory animals; 1. Environmental standards pursuant to the following: 1. Institution of environmental quality control measures under the National Environmental Policy Act of 1969, 42 USC §§ 4321-4347 and Executive Order 11514 (35 Fed. Reg. 4247), "Protection and Enhancement of Environmental Quality;" General Provisions (September 1, 2016) 5 2. Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32), "Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts, Grants, or Loans;" 3. Protection of wetlands pursuant to Executive Order 11990, 42 Fed. Reg. 26961; 4. Evaluation of flood hazards in floodplains in accordance with Executive Order 11988, 42 Fed. Reg. 26951 and, if applicable, flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234); 5. Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, 16 USC §§ 1451 et seq.; 6. Federal Water Pollution Control Act, 33 USC §§ 1251 et seq.; 7. Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, 42 USC §§ 300f -300j; 8. Protection of endangered species under the Endangered Species Act of 1973,16 USC §§ 1531 et seq., 9. Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955, 42 USC §§ 7401 et seq.; 10. Wild and Scenic Rivers Act of 1968,16 USC §§ 1271 et seq., related to protecting certain river systems; and m. Lead -Based Paint Poisoning Prevention Act, 42 USC §§ 4821 et seq., prohibiting the use of lead-based paint in residential construction or rehabilitation; n. Intergovernmental Personnel Act of 1970, 42 USC §§ 4278-4763, regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration, 5 CFR Part1200 et seq; o. Titles 11 and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of, 42 USC §§4601 et seq (PL 91-646), relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally -assisted programs; p. Davis -Bacon Act, 40 USC §§ 3141-3148; q. Copeland Act, 40 USC §§ 276c and 18 USC § 874; r. Contract Work Hours and Safety Standards Act, 40 USC § 3702 et seq., regarding labor standards for federally -assisted construction subagreements; s. National Historic Preservation Act of 1966, § 106, 16 USC § 470; Executive Order 11593; and the Archaeological and Historic Preservation Act of 1974 (16 USC §§ 469a-1 et seq.) regarding historic property to the extent necessary to assist DSHS in complying with the Acts; t. Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104); u. Executive Order 13513 (Oct. 1, 2009), Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, if required by a federal funding source of this Contract; v. Whistleblower Protection Enhancement Act (5 U.S.C. 2302(b)(8)) and Texas Whistleblower Act (Tex. Gov. Code Chapter 554); and w. Requirements of any other applicable state and federal statutes, executive orders, regulations, rules and policies. Section 2.08 Applicability of General Provisions to Interagency and Interlocal Contracts. a. The following sections or portions of sections of these General Provisions shall not apply to Interagency Cooperation Contracts (Texas Government Code 771) or Interlocal Cooperation Contracts (Texas Government Code Chapter 791): 1. Hold Harmless and Indemnification, Section 12.18; 2. Independent Contractor, Section 11.05; 3. Historically Underutilized Businesses (HUBs), Section 11.02 (Contractor, however, shall comply with HUB requirements of other statutes and rules specifically applicable to that entity; 4. Debt to State and Corporate Status, Section 3.01; General Provisions (September 1, 2016) 6 5. Application of Payment Due, Section 3.02; and 6. Article XIV, Claims against the Department. b. The following additional provisions shall apply to Interlocal Cooperation Contracts: 1. Payments made by DSHS to Contractor shall be from current revenues available to DSHS; and 2. Each Party represents that it has been authorized to enter into this Contract. Section 2.09 Civil Rights Policy and Complaints. Upon request, Contactor shall provide the Health and Human Services Commission (HHSC) Civil Rights Office with copies of all Contractor's civil rights policies and procedures. Contractor shall notify HHSC's Office of Civil Rights of any civil rights complaints received relating to performance under this Contract no more than ten calendar days after Contractor's receipt of the claim. Notice must be directed to: Civil Rights Office Health and Human Services Commission 701 W. 51' Street, Mail Code W206 Austin, Texas 78751 (888) 388-6332 or 512-438-4313 TTY Toll-free (877) 432-7232 HH SCivilRishtsOffice c(�r hhsc.state.tx.us Section 2.10 Licenses, Certifications, Permits, Registrations and Approvals. Contractor shall obtain and maintain all applicable licenses, certifications, permits, registrations and approvals to conduct its business and to perform the services under this Contract. Failure to obtain or any revocation, surrender, expiration, non -renewal, inactivation or suspension of any such license, certification, permit, registration or approval constitutes grounds for termination of this Contract or other remedies the Department deems appropriate. Contractor shall ensure that all its employees, staff and volunteers obtain and maintain in active status all licenses, certifications, permits, registrations and approvals required to perform their duties under this Contract and shall prohibit any person who does not hold a current, active required license, certification, permit, registration or approval from performing services under this Contract. Section 2.11 Funding Obligation. This Contract is contingent upon the availability of funding. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or health and human services agencies, amendment of the Appropriations Act, health and human services agency consolidation, or any other disruptions of current appropriated funding for this Contract, DSHS may restrict, reduce or terminate funding under this Contract. Notice of any restriction or reduction shall include instructions and detailed information on how DSHS shall fund the services and/or goods to be procured with the restricted or reduced funds. Section 2.12 Whistleblower Act Protection. This Contract is required to include the Whistleblower Protection Acts (See Section 2.07(v)) protections to grantees, their subgrantees and subcontractors, and contractor must inform their employees of whistleblowers' rights and remedies. The requirement is in effect for all grants, contracts, subgrants, and subcontractors issued beginning July 1, 2013 through January 1, 2017. ARTICLE III SERVICES Section 3.01 Education to Persons in Residential Facilities. If applicable, Contractor shall ensure that all persons, who are housed in Department -licensed and/or -funded residential facilities and are 22 years of age or younger, have access to educational services as required by Texas Education Code § 29.012. General Provisions (September 1, 2016) 7 Contractor shall notify the local education agency or local early intervention program as prescribed by this Section not later than the third calendar day after the date a person who is 22 years of age or younger is placed in Contractor's residential facility. Section 3.02 Disaster Services. In the event of a local, state, or federal emergency, including natural, man- made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by the appropriate federal official, Contractor may be called upon to assist DSHS in providing services, as appropriate, in the following areas: a. Community evacuation; b. Health and medical assistance; c. Assessment of health and medical needs; d. Health surveillance; e. Medical care personnel; f. Health and medical equipment and supplies; g. Patient evacuation; h. In-hospital care and hospital facility status; i. Food, drug and medical device safety; j. Worker health and safety; k. Mental health and substance abuse; 1. Public health information, m. Vector control and veterinary services; and n. Victim identification and mortuary services. Contractor shall carry out disaster services in the manner most responsive to the needs of the emergency, in the most cost-effective, and least intrusive manner to Contractor's primary services. Section 3.03 Consent to Medical Care of a Minor. If Contractor provides medical, dental, psychological or surgical treatment to a minor under this Contract, either directly or through contracts with subcontractors, Contractor shall not provide treatment of a minor unless informed consent to treatment is obtained pursuant to Texas Family Code Chapter 32 relating to consent to treatment of a child by a non-parent or the child or other state law. If requirements of federal law relating to consent directly conflict with this Chapter, then federal law supersedes state law. Section 3.04 Telemedicine(Telepsychiatry Medical Services. If applicable, the Contractor shall ensure that if Contractor or its subcontractor uses telemedicine/telepsychiatry that the services are implemented in accordance with written procedures and using a protocol approved by Contractor's medical director and using equipment that complies with the equipment standards as required by the Department. Procedures for providing_telemedicine service must include the following requirements: a. Clinical oversight by Contractor's medical director or designated physician responsible for medical leadership; b. Contraindication considerations for telemedicine use; c. Qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d. Safeguards to ensure confidentiality and privacy in accordance with state and federal laws; e. Use by credentialed licensed providers providing clinical care within the scope of their licenses; f. Demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; g. Priority in scheduling the system for clinical care of individuals; h. Quality oversight and monitoring of satisfaction of the individuals served; and General Provisions (September 1, 2016) 8 i. Management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under 25 TAC Rule § 448.911. Section 3.05 Services and Information for Persons with Limited English Proficiency. a. Contractor shall take reasonable steps to provide services and information both orally and in writing, in appropriate languages other than English, to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits and activities. b. Contractor shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. c. Contractor shall make every effort to avoid use of any persons under the age of 18 or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available. ARTICLE IV FUNDING Section 4.01 Debt to State and Corporate Status. a Pursuant to Texas Government Code § 403.055, the Department shall not approve and Texas Comptroller of Public Accounts shall not issue payment to Contractor if Contractor is indebted to the State for any reason, including a tax delinquency. b. Contractor, if a corporation, certifies by execution of this Contract that it is current and shall remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law (Texas Tax Code §§ 171.001 et seq.). As a corporation, this Contractor further certifies that it is and shall remain in good standing with the Secretary of State's office. c. A false statement regarding franchise tax or corporate status is a material breach of this Contract. If franchise tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Contractor's delinquent franchise tax is paid in full. Section 4.02 Application of Payment Due. Contractor agrees that any payments due under this Contract shall be applied towards any debt of Contractor, including but not limited to delinquent taxes and child support that is owed to the State of Texas. ARTICLE V PAYMENT METHODS AND RESTRICTIONS Section 5.01 Payment Methods. Except as otherwise provided by the provisions of this Contract, the payment method is based on a unit rate (fixed price or a specified) or fee for service (delivery of a specified unit of service) as stated in the Contract. Section 5.02 Invoice/Billing Submission. General Provisions (September 1, 2016) 9 a. Contractor shall bill the Department in accordance with the Contract in the form and format prescribed by DSHS. If applicable, the Contractor must submit of all required documentation, reports, forms and/or deliverables in order to receive payment from the Department. b. Unless otherwise specified in the Contract or permitted under the Third Party Payors (See Section 5.04 below), Contractor shall submit requests for payment monthly by the last business day of the month following the end of the month covered by the bill. c. Contractor shall maintain all documentation that substantiates billing submissions and make the documentation available to DSHS upon request. Section 5.03 Final InvoiceBilling Submission. Unless otherwise provided by the Department, Contractor shall submit a reimbursement or payment request as a final close-out bill not later than 45 calendar days following the end of the term of the Contract. Section 5.04 Third Party Payors. Except as provided in this Contract, Contractor shall screen all clients and may not bill the Department for services eligible for reimbursement from third party payors, who are any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid, or other federal, state, local and private funding sources. As applicable, the Contractor shall: a. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs and bill those programs for the covered services; b. Provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; c. Allow clients that are otherwise eligible for Department services, but cannot pay a deductible required by a third party payor, to receive services up to the amount of the deductible and to bill the Department for the deductible; d. Not bill the Department for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted; e. Maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; £ Bill all third party payors for services provided under this Contract before submitting any request for reimbursement to Department; and g. Provide third party billing functions at no cost to the client. ARTICLE VI TERMS AND CONDITIONS OF PAYMENT Section 6.01 Prompt Payment. Upon receipt of a timely, undisputed invoice pursuant to this Contract, Department shall pay Contractor. Payments are contingent upon a signed Contract and shall not exceed the total amount of authorized funds under this Contract. Contractor is entitled to payment only if the service, work, and/or product has been authorized by the Department and performed or provided pursuant to this Contract. If these conditions are met, Department shall make payment in accordance with the Texas Prompt Payment Act (Texas Government Code Chapter 2251). Contractor acknowledges and agrees that it shall comply with the provisions in the Texas Prompt Payment Act regarding its prompt payment of its financial obligations to its subcontractors. Section 6.02 Payment by Department. Payment of invoices by the Department shall not constitute acceptance or approval of Contractor's performance nor foreclose the right of the Department and HHSC to recover excessive or illegal payments. All invoices and Contractor's performance are subject to review and audit by the Department. General Provisions (September 1, 2016) 10 Section 6.03 Withholding Payments. Department may withhold all or part of any payments to Contractor to offset overpayments that Contractor has not refunded to Department. Department may take repayment from funds due to the Contractor for services performed or goods delivered in amounts necessary to fulfill Contractor's repayment obligations. ARTICLE VII CONFIDENTIALITY Section 7.01 Maintenance of Confidentiality. Contractor must maintain the privacy and confidentiality of information and records received during or related to the performance of this Contract, including patient and client records that contain protected lies client information by DSHS inny accordance withtion that any applicable federal iscloses nandential state personal information or id any law, rules and regulations, including but not limited to: a. 7 Code of Federal Regulations (CFR) Part 246; 42 CFR Part 2, 45 CFR Parts 160 and 164 (Health Insurance Portability and Accountability Act [HIPAA]); b. Texas Health and Safety Code Chapters 12, 47, 81, 82, 85, 88, 92, 161, 181, 241, 245, 251, 534, 576, 577, 596, 611 and 773; c. Texas Occupations Code, Chapters 56 and 159; and d. Any other applicable federal and state laws, rules or regulations. The HHS Data Use Agreement (Version 8.3) at httpa/www.hhscstate.tx.us/about hhsc/BusOpp/data-use- aareement.pdf is incorporated as part of the Contract and describes Contractor's rights and obligations with respect to the Confidential Information and the limited purposes, for which the Contractor may create, receive, maintain, use, disclose or have access to Confidential Information. For the purpose of this Contract, the: ❑ Contractor does not access Confidential Information and does not have to comply with HHS Data Use Agreement (Version 8.3); or ❑ Contractor accesses Confidential Information as defined in and agrees to comply with the HHS Data Use Agreement (Version 8.3). Section 7.02 Department Access to PHI and Other Confidential Information. Contractor shall cooperate with Department to allow Department to request, collect and receive PHI and other confidential information under this Contract, without the consent of the individual to whom the PHI relates, for funding, payment and administration of the grant program and for purposes permitted under applicable state and federal confidentiality and privacy laws. Section 7.03 Exchange of Client -Identifying Information. Except as prohibited by other law, Contractor and DSHS shall exchange PHI without the consent of clients in accordance with 45 CFR § 164.504(e)(3)(i)(B), Texas Health and Safety Code § 533.009 and 25 TAC Chapter 414, Subchapter A or any other applicable federal or state laws, rules or regulations. Contractor shall disclose information described in Texas Health and Safety Code § 614.017(a)(2) relating in special needs offenders, to an agency described in Texas Health and Safety Code § 614.017(c) uponrequest of that agency, unless Contractor documents that the information is not allowed to be disclosed under 45 CFR Part 164 or other applicable law. Section 7.04 Security of Patient or Client Records. Contractor shall ensure that patient and client records are managed in compliance with state and federal law relating to security and retention of medical or mental health and substance abuse patient and client records. Department may require Contractor to transfer original or copies of patient and client records to Department, without the consent or authorization of the patient or client, upon termination of this Contract or a Contract to General Provisions (September 1, 2016) 11 this Contract, as applicable, or if the care and treatment of the individual patient or client is transferred to another entity. Prior to providing services funded under this Contract to a patient or client, Contractor shall attempt to obtain consent from the patient or client to transfer copies of patient or client records to another entity funded by DSHS upon termination of this Contract or a Contract to this Contract, as applicable or if care or treatment is transferred to another DSHS-funded contractor. Section 7.05 HIV/AIDS Model Workplace Guidelines. If providing direct client care, services, or programs, Contractor shall implement Department's policies based on the HIV/AIDS (human immunodeficiency virus/acquired immunodeficiency syndrome), AIDS Model Workplace Guidelines for Businesses, State Agencies and State Contractors Policy No. 090.021. Contractor shall also educate employees and clients concerning HIV and its related conditions, including AIDS, in accordance with the Texas. Health & Safety Code §§ 85.112-114. A link to the Model Workplace Guidelines can be found at: http://www. dshs. state. tx. us/hivstd/pol icy/pol icies.shtm ARTICLE VIII PUBLIC INFORMATION ACT Section 8.01 Texas Public Information Act. The Contractor understands that DSHS shall comply with the Texas Public Information Act (Texas Government Code Chapter 552). If the Contractor is not a state agency, institution of higher education or other governmental entity, then the Contractor is required to make any information created or exchanged with the state pursuant to a contract, which is not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the state. ARTICLE IX RECORDS RETENTION Section 9.01 Retention. a. Contractor shall retain and preserve records in accordance with applicable state and federal statutes, rules and regulations. At a minimum, Contractor shall maintain all records, including but not limited to financial that are generated or collected by Contractor under the provisions of this Contract for a period of four years after the termination of this Contract. b. If the federal retention period for services are funded through Medicaid is more than four years, then the Contractor will retain the records for longer period of time. c. Contractor shall retain all records pertaining to this Contract that are the subject of litigation or an audit until the litigation has ended or all questions pertaining to the audit are resolved. d. Contractor shall retain medical records in accordance with 22 TAC § 165.1(b) or other applicable statutes, rules and regulations governing medical information. e. Contractor shall include this provision concerning records retention in any subcontract it awards. f. Contractor ceases business operations, it shall ensure that records relating to this Contract are securely stored and are accessible by the Department upon Department's request for at least four years from the date Contractor ceases business or from the date this Contract terminates, whichever is sooner. g. Contractor shall provide, and update as necessary, the name and address of the party responsible for storage of records to the contract manager assigned to this Contract. ARTICLE X ACCESS, INSPECTION AND AUDIT OF RECORDS General Provisions (September 1, 2016) 12 Section 10.01 Access and Inspection. In addition to any right of access arising by operation of law, Contractor and any of Contractor's affiliate or subsidiary organizations or subcontractors shall permit the Department or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, including the Comptroller General of the United States, the Office of the Inspector General at HHSC (OIG) and the State Auditor's Office (SAO) or any of their successor agencies, unrestricted access to and the right to examine any site where business is conducted or client services are performed, and all records, which includes but is not limited to financial, client and patient records, books, papers or documents related to this Contract. If deemed necessary by the Department or the OIG, for the purpose of investigation or hearing, Contractor shall produce original documents related to this Contract. The Department and HHSC shall have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Contractor shall include this provision concerning the right of access to, and examination of, sites and information related to this Contract in any subcontract it awards. Section 10.02 State Auditor's Office. Contractor shall, upon request, make all records, books, papers, documents, or recordings related to this Contract available for inspection, audit, or reproduction during normal business hours to any authorized representative of the SAO. Contractor understands that the acceptance of funds under this Contract acts as acceptance of the authority of the SAO, or any successor agency, to conduct an audit or investigation in connection with those funds. Contractor shall cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested, and providing access to any information the SAO considers relevant to the investigation or audit. The SAO's authority to audit funds shall apply to Contract funds disbursed by Contractor to its subcontractors, and.Contractor shall include this provision concerning the SAO's authority to audit and the requirement to cooperate, in any subcontract Contractor awards. Section 10.03 Responding to Deficiencies. Any deficiencies identified by DSHS or HHSC upon examination of Contractor's records or during an inspection of Contractor's site shall be conveyed in writing to Contractor. Contractor shall submit, by the date prescribed by DSHS, a resolution to the deficiency identified in a site inspection, program review or management or financial audit to the satisfaction of DSHS or, if directed by DSHS, a corrective action plan to document and resolve the deficiency. A DSHS or HHSC determination of either an inadequate or inappropriate resolution of the findings may result in contract remedies or sanctions under the Breach of Contract and Remedies for Non-Compliance (See Article XV). ARTICLE XI REPORTING REQUIREMENTS Section 11.01 Child Abuse Reporting Requirement. This section applies to mental health and substance abuse contractors and contractors for the following public health programs: a. Human Immunodeficiency Virus/Sexually Transmitted Diseases (HIV/STD); b. Family Planning (Titles V, X and XX); c. Primary Health Care; d. Maternal and Child Health; and e. Women, Infants and Children (WIC) Nutrition Services. All Contractors shall comply with child abuse reporting guidelines and requirements in Texas Family Code Chapter 261 relating to investigations of reports of child abuse and neglect. Contractor shall develop, implement and enforce a written policy that includes at a minimum the Department's Child Abuse Screening, Documenting, and Reporting Policy for Contractors/Providers and train all staff on reporting requirements. General Provisions (September 1, 2016) 13 Contractor shall use the DSHS Child Abuse Reporting Form located at www.dshs.state.tx.uslchildabusereporting as required by the Department. Contractor shall retain reporting documentation on site and make it available for inspection by DSHS. This section is in addition to and does not supersede any other legal obligation of the Contractor to report child abuse. Section 11.02 Significant Incidents. In addition to notifying the appropriate authorities, Contractor shall report to the contract manager assigned to the Contract significant incidents involving substantial disruption of Contractor's program operation or affecting or potentially affecting the health, safety or welfare of Department funded clients or participants within 72 hours of discovery. Section 11.03 Litigation. Contractor shall notify the contract manager assigned to this Contract of litigation related to or affecting this Contract and to which Contractor is a party within seven calendar days of becoming aware of such a proceeding. This includes, but is not limited to an action, suit or proceeding before any court or governmental body, which includes but is not limited to environmental and civil rights matters, professional liability and employee litigation. Notification must include the names of the parties, nature of the litigation and remedy sought, including amount of damages, Wally. Section 11.04 Contract or License Action Against the Contractor. Contractor shall notify the contract manager assigned to the contract if Contractor has had any contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within three working days of the suspension or termination. Such notification must include the: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; c. Date of the contract; d. Date of suspension or termination; and e. Contract or case reference number. If Contractor has surrendered its license or has had its license suspended or revoked by any local, state or federal department or agency or non-profit entity, it shall disclose this information within three working days of the surrender, suspension or revocation to the contract manager assigned to the Contract by submitting a one- page description that includes the: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; c. Date of the license action; and d. License or case reference number. Section 11.05 Insolvency. Contractor shall notify in writing the contract manager assigned to the Contract of Contractor's insolvency, incapacity or outstanding unpaid obligations to the Internal Revenue Service (IRS) or Texas Workforce Commission (TWC) within three working days of the date of determination that Contractor is insolvent or incapacitated or the date Contractor discovered an unpaid obligation to the IRS or TWC. The Contractor shall also notify in writing the contract manager assigned of its plan to seek bankruptcy protection within three working days of such action by Contractor. Section 11.06 Performance Malfeasance. Contractor shall report to the contract manager assigned to the Contract any knowledge of debarment, suspected fraud or unlawful activity related to performance under this Contract. Contractor shall make such report no later than three working days from the date that Contractor has General Provisions (September 1, 2016) 14 knowledge or reason to believe such activity has taken place. Additionally, if this Contract is federally funded by the Department of Health and Human Services (HHS), Contractor shall report any credible evidence that a principal, employee, subcontractor or agent of Contractor, or any other person, has submitted a false claim under the False Claims Act (31 U.S.C. §§3729-3733) or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving those funds. Contractor shall make this report to the SAO at httn://sao.fraud.state.tx.us, and to the HHS Office of Inspector General at httu:/Iwww.oig.hhs.aov/fraudlhotline/ no later than three working days from the date that Contractor has knowledge or reason to believe such activity has taken place. Section 11.07 Criminal Activity and Disciplinary Action. a. Contractor affirms that Contract nor any no person who has an ownership or controlling interest in the organization or who is an agent or managing employee of the organization has been placed on community supervision, received deferred adjudication, is presently indicted for or has been convicted of a criminal offense related to any financial matter, federal or state program or felony sex crime. b. Contractor shall report in writing the contract manager assigned to the Contract, no later than three working days from the date that Contractor has knowledge or reason to believe such activity has taken place, if it has reason to believe Contractor, or a person with ownership or controlling interest in the organization or who is an agent or managing employee of the organization, an employee or volunteer of Contractor, or a subcontractor providing services under this Contract has engaged in any activity that: 1. Would constitute a criminal offense equal to or greater than a Class A misdemeanor; 2. Reasonably would constitute grounds for disciplinary action by a state or federal regulatory authority; c. Has been placed on community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. Contractor shall not permit any person who engaged, or was alleged to have engaged, in any activity subject to reporting under this section to perform direct client services or have direct contact with clients, unless otherwise directed in writing by DSHS. Section 11.08 Retaliation Prohibited. Contractor shall not retaliate against any person who reports a violation of, or cooperates with an investigation regarding, any applicable law, rule, regulation or standard to the Department, another state agency, or any federal, state or local law enforcement official. Section 11.09 Documentation. Contractor shall maintain appropriate documentation of all notices and reporting to DSHS as required under these General Provisions or this Contract. ARTICLE XII ASSURANCES AND CERTIFICATIONS Section 12.01 Certification. Contractor certifies by execution of this Contract to the following and will include such in all of its subcontracts: a. It is not disqualified under 2 CFR § 376.935 or ineligible for participation in federal or state assistance programs; b. Neither it, nor its principals, are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal or state department or agency in accordance with 2 CFR Parts 376 and 180 (parts A-I), 45 CFR Part 76 (or comparable federal regulations); General Provisions (September 1, 2016) 15 c. It has not knowingly failed to pay a single substantial debt or a number of outstanding debts to a federal or state agency; d. It is not subject to an outstanding judgment in a suit against Contractor for collection of the balance of a debt; e. It is in good standing with all state and/or federal agencies that have a contracting or regulatory relationship with Contractor; f. That no person who has an ownership or controlling interest in Contractor or who is an agent or managing employee of Contractor has been convicted of a criminal offense related to involvement in any program established under Medicare, Medicaid, or a federal block grant; g. Neither it, nor its principals have within the three year period preceding this Contract, has been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a private or public (federal, state or local) transaction or contract under a private or public transaction, violation of federal or state antitrust statutes (including those proscribing price-fixing between competitors, allocation of customers between competitors and bid -rigging), or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or false claims, tax evasion, obstruction of justice, receiving stolen property or any other offense indicating a lack of business integrity or business honesty that seriously and directly affects the present responsibility of Contactor or its principals; h. Neither it, nor its principals is presently indicted or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with the commission of any of the offenses in subsection (g) above; and i. Neither it, nor its principals within a three year period preceding this Contract has had one or more public transaction (federal, state or local) terminated for cause or default. Where Contractor is unable to certify to any of the statements in this Article, Contractor shall submit an explanation to the contract manager assigned to the Contract. Also, if Contractor's status with respect to the items certified in this Article changes during the term of this Contract, Contractor shall immediately notify the contract manager assigned to the Contract. Section 12.02 Child Support Delinquencies. As required by Texas Family Code § 231.006, a child support obligor who is more than 30 calendar days delinquent in paying child support and a business entity in which the obligor is a sole proprietor, partner, shareholder or owner with an ownership interest of at least 25% is not eligible to receive payments from state funds under a contract to provide property materials, or services or receive a state - funded grant or loan. if applicable, Contractor shall maintain its eligibility to receive payments under this Contract, certifies that it is not ineligible to receive the payments specified in this Contract and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. Section 12.03 Authorization. Contractor certifies that it possesses legal authority to contract for the services described in this Contract and if applicable, a resolution, motion or similar action has been duly adopted or passed as an official act of Contractor's governing body, authorizing the binding of the organization under this Contract including all understandings and assurances contained in this Contract, and directing and authorizing the person identified as the authorized representative of Contractor to act in connection with this Contract and to provide such additional information as may be required. Section 12.04 Gifts and Benefits Prohibited. Contractor certifies that it has not given, offered to give, nor intends to give at any time hereafter, any economic opportunity, present or future employment, gift, loan, gratuity, special discount, trip, favor, service or anything of monetary value to a DSHS or HHSC official or employee in connection with this Contract. Section 12.05 Ineligibility to Receive the Contract. General Provisions (September 1, 2016) 16 a. Pursuant to Texas Government Code § 2155.004 and federal law, Contractor is ineligible to enter into this Contract with the Department if this Contract includes financial participation by a person who received compensation from DSHS to participate in developing, drafting or preparing the specifications, requirements, statement of work or Solicitation Document on which this Contract is based. Contractor certifies that neither Contractor nor its employees nor anyone acting for Contractor has received compensation from DSHS for participation in the developing, drafting or preparation of specifications, requirements or statements of work for this Contract or in the Solicitation Document associated with this Contract. b. Pursuant to Texas Government Code §§ 2155.006 and 2261.053, Contractor is ineligible to enter into this Contract, if Contractor or any person who would have financial participation in this Contract has been convicted of violating federal law or been assessed a federal civil or administrative penalty, in connection with a contract awarded by the federal government for relief, recovery or reconstruction efforts as a result of Hurricanes Rita or Katrina or any other disaster occurring after September 24, 2005. c. Contractor certifies that the individual or business entity named in this Contract is not ineligible to receive the specified Contract under Texas Government Code §§ 2155.004, 2155.006 or 2261.053 and acknowledges that this Contract may be terminated and payment withheld if these certifications are inaccurate. Section 12.06 Antitrust. Pursuant to 15 USC Sec. 1, et seq., and Texas Business & Commerce Code § 15.01, et seq. Contractor certifies that neither Contractor nor anyone acting for Contractor has violated the antitrust laws of this state or federal antitrust laws nor communicated directly or indirectly regarding a bid made to any competitor or any other person engaged in Contractor's line of business for the purpose of substantially lessening competition in such line of business. ARTICLE XIII GENERAL BUSINESS OPERATIONS OF CONTRACTOR Section 13.01 Program Site. Contractor shall provide services only in locations that are in compliance with all applicable local, state and federal zoning, building, health, fire and safety standards. Section 13.02 Historically Underutilized Businesses (HUBs). If Contractor was not required to submit a HUB subcontracting plan and if subcontracting is permitted under this Contract, Contractor is encouraged to make a good faith effort to consider subcontracting with HUBS in accordance with Texas Government Code Chapter 2161 and 34 TAC § 20.14 et seq. Contractors may obtain a list of HUBs at http://www.window.state.tx.us/procurement/prog/hub. If Contractor has filed a HUB subcontracting plan, the plan is incorporated by approval the revtised plan from the Deps Contract. If artmenttor 'seHUmake c a dchange a argbeforeeproposedntractor must obtain prior app changes shall be effective under this Contract. Contractor shall make a good faith effort to subcontract with HUBs during the performance of this Contract and shall report HUB subcontract activity to the Department's HUB Coordinator by the 15th day of each month for the prior month's activity, if there was any such activity in accordance with 34 TAC § 20.16(c). Section 13.03 Buy Texas. Contractor shall purchase products and materials produced in Texas when the products and materials are available at a price and time comparable to products and materials produced outside of Texas as required by Texas Government Code § 2155.4441. Section 13.04 Status of Subcontractors. Contractor shall require that all subcontractors certify that they General Provisions (September 1, 2016) 17 are/have: a. In good standing with all state and federal funding and regulatory agencies; b. Not currently debarred, suspended or otherwise excluded from participation in federal grant programs; c. Not delinquent on any repayment agreements; d. Not had a required license or certification revoked; e. Not ineligible under the following sections of these General Provisions: Ineligibility to Receive the Contract (Assurances and Certifications Article) or the Conflict of Interest or Transactions Between Related Parties sections (General Terms Article); and f. Not had a contract terminated by the Department. Contractors shall further require that subcontractors certify that they have not voluntarily surrendered within the past three years any license issued by the Department. Section 13.05 Independent Contractor. Contractor is an independent contractor. Contractor shall direct and be responsible for the performance of its employees, subcontractors, joint venture participants or agents. Contractor is not an agent or employee of the Department or the State of Texas for any purpose whatsoever. For purposes of this Contract, Contractor acknowledges that its employees, subcontractors, joint venture participants or agents shall not be eligible for unemployment compensation from the Department or the State of Texas. Section 13.06 Tax Liability. Contractor shall comply with all state and federal tax laws and is solely responsible for filing all required state and federal tax forms and making all tax payments. If the Department discovers that Contractor has a liability or has failed to remain current on a delinquent liability to the IRS, this Contract shall be subject to remedies and sanctions under this Contract, including immediate termination at the Department's discretion. If the Contract is terminated under this section, the Department shall not enter into a contract with Contractor for three years from the date of termination. Section 13.07 Notice of Organizational Change. Contractor shall submit written notice to the contract manager assigned to the Contract within 10 business days of any change to Contractor's name, contact information, key personnel, organizational structure, such as merger, acquisition or change in form of business, legal standing or authority to do business in Texas. A change in Contractor's name and certain changes in organizational structure require an amendment to this Contract in accordance with the amendment provisions in Article XIII. Section 13.08 No Endorsement. Other than stating the fact that Contractor has a contract with DSHS, Contractor and its subcontractors are prohibited from publicizing the contractual relationship between Contractor and DSHS and from using the Department's name, logo or website link in any manner that is intended or that could be perceived as an endorsement or sponsorship by DSHS or the State of Texas of Contractor's organization, program, services or product, without the express written consent of DSHS. Section 13.09 E -Verify System. By entering into this Contract, the Contractor certifies and ensures that it utilizes and will continue to utilize, for the term of this Contract, the U.S. Department of Homeland Security's E - Verify system to determine the eligibility of: a. All persons employed to perform duties within Texas, during the term of the Contract; and b. All persons (including subcontractors) assigned by the Contractor to perform work pursuant to the Contract, within the United States of America. ARTICLE XIV GENERAL TERMS Section 14.01 Assignment. Contractor shall not transfer, assign, or sell its interest, in whole or in part, in this General Provisions (September 1, 2016) 18 Contract without the prior written consent of the Department. Section 14.02 Lobbying. a. Contractor shall comply with Texas Government Code § 556.0055, which prohibits contractors who receive state funds from using those funds to pay lobbying expenses. Further, Contractor shall not use funds paid under this Contract, either directly or indirectly, to support the enactment, repeal, modification, or adoption of any law, regulation or policy at any level of government, or to pay the salary or expenses of any person related to any activity designed to influence legislation, regulation, policy or appropriations pending before Congress or the state legislature, or for influencing or attempting to influence an officer or employee of any federal or state agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any contract or the extension, continuation, renewal, amendment, or modification of any contract (31 USC § 1352). b. If at any time this Contract exceeds $100,000 of federal funds, Contractor shall file with the contract manager assigned to the Contract a declaration containing the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on behalf of Contractor in connection with this Contract, a certification that none of the funds provided by Department have been or shall be used for payment to lobbyists, and disclosure of the names of any and all registered lobbyists with whom Contractor has an agreement. c. Contractor shall file the declaration, certification, and disclosure. 1. At the time of application for this Contract; 2. Upon execution of this Contract unless Contractor previously filed a declaration, certification, or disclosure form in connection with the award; and 3. At the end of each calendar quarter in which any event occurs that materially affects the accuracy of the information contained in any declaration, certification, or disclosure previously filed. Contractor shall require any person who requests or receives a subcontract to file the same declaration, certification, and disclosure with the contract manager assigned to the Contract. Contractor shall include this provision in any subcontracts. Section 14.03 Conflict of Interest. Contractor represents to the Department that it and its subcontractors, if any, do not have, nor shall Contractor or its subcontractors knowingly acquire or retain any financial or other interest that would conflict in any manner with the performance of their obligations under this Contract. Potential conflicts of interest include, but are not limited to, an existing or potential business or personal relationship between Contractor (or subcontractor), its principal (or a member of the principal's immediate family) or any affiliate or subcontractor and Department or HHSC, their commissioners, officers or employees, or any other entity or person involved in any way in any project that is the subject of this Contract. Contractor shall establish safeguards to prohibit employees and subcontractors and their employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. If, at any time during the term of this Contract, Contractor or any of its subcontractors has a conflict of interest or potential conflict of interest, Contractor shall disclose the actual or potential conflict of interest to the contract manager assigned to the Contract within 10 days of when Contractor becomes aware of the existence of the actual or potential conflict of interest. Contractor shall require each of its subcontractors to report to Contractor any conflict of interest or potential conflict of interest the subcontractor has or may have within 10 days of when the subcontractor becomes aware of the actual or potential conflict of interest. General Provisions (September 1, 2016) 19 Section 14.04 Transactions Between Related Parties. Contractor shall identify and report to DSHS any transaction between Contractor and a related party that is part of the work that the Department is purchasing under this Contract before entering into the transaction or immediately upon discovery. A related party is a person or entity related to Contractor by blood or marriage, common ownership or any association that permits either to significantly influence or direct the actions or policies of the other. Contractor, for purposes of reporting transactions between related parties, includes the entity contracting with the Department under this Contract as well as the chief executive officer, chief financial officer and program director of Contractor. Contractor shall submit to the contract manager assigned to the Contract the name, address and telephone number of the related party, how the party is related to Contractor and the work the related party shall perform under this Contract. Contractor shall comply with Texas Government Code Chapter 573. Contractor shall maintain records and supply any additional information requested by the Department, regarding a transaction between related parties, needed to enable the Department to determine the appropriateness of the transaction pursuant to applicable state or federal law, regulations or circulars, which may include 45 CFR § 74.42. Section 14.05 Intellectual Property. a. Texas Health and Safety Code §12.020 authorizes DSHS to protect intellectual property developed as a result of this Contract. "Intellectual property" is created property that may be protected under copyright, patent, or trademark/service mark law. b. For purposes of this Contract, intellectual property prepared for DSHS use, or a work specially ordered or commissioned through a contract for DSHS use is a "work made for hire?' DSHS owns works made for hire unless it agrees otherwise by contract. To the extent that title and interest to any such work may not, by operation of law, vest in DSHS, or such work may not be considered a work made for hire, Contractor irrevocably assigns the rights, title and interest therein to DSHS. c. DSHS has the right to obtain and hold in its name any and all patents, copyrights, registrations or other such protections as may be appropriate to the subject matter, and any extensions and renewals thereof. Contractor shall give DSHS and the State of Texas, as well as any person designated by DSHS and the State of Texas, all assistance required to perfect the rights defined herein without charge or expense beyond those amounts payable to Contractor for goods provided or services rendered under this Contract. If federal funds are used to finance activities supported by this Contract that result in the production of intellectual property, the federal awarding agency reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for federal government purposes: 1. Copyright in any intellectual property developed under this Contract including any subcontract; and 2. Any rights of copyright to which a Contractor purchases ownership with contract funds. d. Any rights of copyright, service or trademarks or patents to which a grantee, subgrantee or a Contractor purchases ownership with contract funds General Provisions (September 1, 2016) 20 e. If the results of the contract performance are subject to copyright law, Contractor cannot publish those results without prior review and approval of DSHS. Contractor shall submit requests for review and approval to the contract manager assigned to the Contract. Section 14.06 Other Intangible Property. At the conclusion of the contractual relationship between Department and Contractor, for any reason, Department shall have the sole ownership rights and interest in all non -copyrightable intangible property that was developed, produced or obtained by Contractor as a specific requirement under this Contract or under any grant that funds this Contract, such as domain names, URLs or software licenses with a value of $500 or more. Contractor shall cooperate with Department and perform all actions necessary to transfer ownership of such property to the Department or its designee, or otherwise affirm Department's ownership rights and interest in such property. This provision shall survive the termination or expiration of this Contract. Section 14.07 Severability and Ambiguity. If any provision of this Contract is construed to be illegal or invalid, the illegal or invalid provision shall be deemed stricken and deleted to the same extent and effect as if never incorporated, but all other provisions shall continue. The Parties represent and agree that the language contained in this Contract is to be construed as jointly drafted, proposed and accepted. Section 14.08 Legal Notice. Except as otherwise provided in this Contract or General Provisions, any notice required or permitted to be given by the provisions of this Contract or General Provisions shall be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified by the Party to the other Party in writing or, if sent by certified mail, on the date of receipt. Section 14.09 Successors. This Contract shall be binding upon the Parties and their successors and assignees, except as expressly provided in this Contract. Section 14.10 Survivability of Terms. Termination or expiration of this Contract or a Contract for any reason shall not release either party from any liabilities or obligations in this Contract that the parties have expressly agreed shall survive any such termination or expiration or remain to be performed, including but not limited to maintaining confidentiality of information and records retention. Section 14.11 Customer Service Information. If requested, Contractor shall supply such information as required by the Department to comply with the provisions of Texas Government Code Chapter 2114 regarding Customer Service surveys. Section 14.12 Amendment. All amendments to this Contract must be in writing and agreed to by both Parties. If a Contractor requests an amendment, it must be submitted in writing and include a justification for the request, to the contract manager assigned to the Contract. Section 14.13 Contractor's Notification of Change of Contact Person or Key Personnel. Within ten calendar days shall notify in writing the contract manager assigned to the Contract of any change enumerated in the Contractor's Contact Personnel or Key Personnel, if included in their response to a solicitation document. Section 14.14 Unilateral Amendment. The Department reserves the right to amend this Contract through execution of a unilateral amendment signed by the contract manager for this Contract and provided to the Contractor with ten days notice prior to execution of the amendment under the following circumstances to: a. Correct an obvious clerical error in this Contract; b. Incorporate new or revised federal or state laws, regulations, rules or policies; and General Provisions (September 1, 2016) 21 c. Change the name of the Contractor in order to reflect the Contractor's name as recorded by the Texas Secretary of State. Section 14.15 Interim Extension Amendment. a. Prior to or on the expiration date of this Contract, the Parties agree that this Contract can be extended as provided under this Section. b. DSHSIHHSC shall provide written notice of interim extension amendment to the Contractor under one of the following circumstances: 1. Continue provision of services in response to a disaster declared by the governor; or 2. To ensure that services are provided to clients without interruption. c. DSHS will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. d. Contractor will provide and invoice for services in the same manner that is stated in the Contract. e. An interim extension under Section (a)(1) above shall extend the term of the contract not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. f. An interim extension under Section (a)(2) above shall be a one-time extension for a period of time determined by HHS/DSHS. Section 14.16 Immunity Not Waived. THE PARTIES EXPRESSLY AGREE THAT NO PROVISION OF TH1S CONTRACT IS IN OF NY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT ED TO CONSTITUTE A WAIVER BY DEPARTMENT PARTMENT THE STATE OF TEXAS OR THE STATE OF TEXAS MAY HAVE BY OPERATION OF LAW. Section 14.17 Hold Harmless and Indemnification. Contractor, as an independent contractor, agrees to hold Department, the State of Texas, individual state employees and officers, and the federal government harmless and to indemnify them from any and all liability, suits, claims, losses, damages and judgments, and to pay all costs, fees, and damages to the extent that such costs, fees, and damages arise from performance or nonperformance of Contractor, its employees, subcontractors, joint venture participants or agents under this Contract. Section 14.18 Waiver. Acceptance by either Party of partial performance or failure to complain of any action, non -action or default under this Contract shall not constitute a waiver of either party's rights under this Contract. Section 14.19 Electronic and Information Resources Accessibility and Security Standards. a. Applicability. The following Electronic and Information Resources (EIR) requirements apply to the Contract because the Contractor performs services that include EIR that DSHS employees are required or permitted to access or members of the public are required or permitted to access. This Section does not apply to incidental uses of EIR in the performance of the Agreement, unless the Parties agree that the EIR will become property of the State of Texas or will be used by HHSC's clients or recipients after completion of the Agreement. General Provisions (September 1, 2016) 22 Nothing in this section is intended to prescribe the use of particular designs or technologies or to prevent the use of alternative technologies, provided they result in substantially equivalent or greater access to and use of a Product. b. Definitions. For purposes of this Section: "Accessibility Standards" means accessibility standards and specifications for Texas agency and institution of higher education websites and EIR set forth in 1 TAC Chapter 206 and/or Chapter 213. "Electronic and Information Resources" means information resources, including information resources technologies, and any equipment or interconnected system of equipment that is used in the creation, conversion, duplication, or delivery of data or information. The term includes telephones and other telecommunications products, information kiosks, transaction machines, Internet websites, multimedia resources, and office equipment, including copy machines and fax machines. "Electronic and Information Resources Accessibility Standard?' means the accessibility standards for electronic and information resources contained in 1 Tex.Admin. Code Chapter 213. "Product" means information resources technology that is, or is related to, EIR. "Web Site Accessibility Standards/ Specifications" means standards contained in Volume 1 Tex. Admin. Code Chapter 206(c) Accessibility Requirements. Under Tex. Gov't Code Chapter 2054, Subchapter M, and implementing rules of the Texas Department of Information Resources, DSHS must procure Products and services that comply with the Accessibility Standards when those Products are available in the commercial marketplace or when those Products are developed in response to a procurement solicitation. Accordingly, Contractor must provide electronic and information resources and associated Product documentation and technical support that comply with the Accessibility Standards. c. Evaluation, Testing, and Monitoring. 1. DSHS may review, test, evaluate and monitor Contractor's Products and services, as well as associated documentation and technical support for compliance with the Accessibility Standards. Review, testing, evaluation and monitoring may be conducted before and after the award of a contract. Testing and monitoring may include user acceptance testing. Neither the review, testing (including acceptance testing), evaluation or monitoring of any Product or service, nor the absence of review, testing, evaluation or monitoring, will result in a waiver of the State's right to contest the Contractor's assertion of compliance with the Accessibility Standards. 2. Contractor agrees to cooperate fully and provide DSHS and its representatives timely access to Products, records, and other items and information needed to conduct such review, evaluation, testing, and monitoring. d.. Representations and Warranties. I. Contractor represents and warrants that: i. As of the Effective Date of the Contract, the Products and associated documentation and technical support comply with the Accessibility Standards as they exist at the time of entering the Agreement, unless and to the extent the Parties otherwise expressly agree in writing; and General Provisions (September 1, 2016) 23 ii. If the Products will be in the custody of the state or an DSHS' client or recipient after the Contract expiration or termination, the Products will continue to comply with Accessibility Standards after the expiration or termination of the Contract Term, unless DSHS or its clients or recipients, as applicable, use the Products in a manner that renders it noncompliant. 2. In the event Contractor becomes aware, or is notified that the Product or service and associated documentation and technical support do not comply with the Accessibility Standards, Contractor represents and warrants that it will, in a timely manner and at no cost to DSHS, perform ail necessary steps to satisfy the Accessibility Standards, including remediation, replacement, and upgrading of the Product or service, or providing a suitable substitute. 3. Contractor acknowledges and agrees that these representations and warranties are essential inducements on which DSHS relies in awarding this Contract. 4. Contractor's representations and warranties under this subsection will survive the termination or expiration of the Contract and will remain in full force and effect throughout the useful life of the Product. e. Remedies. 1. Under Tex. Gov't Code § 2054.465, neither the Contractor nor any other person has cause of action against DSHS for a claim of a failure to comply with Tex. Gov't Code Chapter 2054, Subchapter M, and rules of the Department of Information Resources. 2. In the event of a breach of Contractor's representations and warranties, Contractor will be liable for direct, consequential, indirect, special, or liquidated damages and any other remedies to which DSHS may be entitled under this Contract and other applicable law. This remedy is cumulative of any other remedies to which DSHS may be entitled under this Contract and other applicable law. Section 14.20 Force Majeure. Neither Party shall be liable for any failure or delay in performing all or some of its obligations, as applicable, under this Contract if such failure or delay is due to any cause beyond the reasonable control of such Party, including, but not limited to, extraordinarily severeweather, strikes, natural disasters, fire, civil disturbance, epidemic, war, court order or acts of God. The existence of any such cause of delay or failure shall extend the period of performance in the exercise of reasonable diligence until after the cause of the delay or failure no longer exists and, if applicable, for any reasonable period of time thereafter required to resume performance. A Party, within a period of time reasonable under the circumstances, must inform the other party as soon as practicable. This Party must also submit written notice with proof of receipt of the existence of a force majeure event or otherwise waive the right as a defense to non-performance. Section 14.21 Cooperation and Communication. Contractor shall cooperate with Department staff and as applicable, other DSHS contractors and shall promptly comply with requests from DSHS for information or responses to DSHS inquiries concerning Contractor's duties or responsibilities under this Contract. Section 14.22 Insurance. Contractor shall acquire and maintain for the duration of this Contract, insurance and with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the Contractor's industry or profession. Contractor must submit evidence of insurance as required under this Contract, including if requested a schedule of coverage or "underwriter's schedules" establishing to the satisfaction of DSHS the nature and extent of coverage granted by each such policy upon request by DSHS. In the event that any policy is determined to be deficient to comply with the terms of this Contract, Contractor shall General Provisions (September 1, 2016) 24 secure such additional policies or coverage as DSHS may reasonably request or that are required by law or regulation. ARTICLE XV BREACH OF CONTRACT AND REMEDIES FOR NON-COMPLIANCE Section 15.01 Actions Constituting Breach of Contract. Actions or inactions that constitute breach of contract include, but are not limited to, the following: a. Failure to properly provide the services and/or goods purchased under this Contract; b. Failure to comply with any provision of this Contract including failure to comply with all applicable statutes, rules or regulations; c. Failure to pay refurids or penalties owed to the Department; d. Failure to comply with a repayment agreement with Department or agreed order issued by the Department; e. Discovery of a material misrepresentation in any aspect of Contractor's application or response to the Solicitation Document; f. Any misrepresentation in the assurances and certifications in Contractor's application or response to the Solicitation Document or in this Contract or g. Contractor is on or is added to the Excluded Parties List System (EPLS). Section 15.02 Genera! Remedies and Sanctions. The remedies and sanctions in this section are available to the Department against Contractor and any entity that subcontracts with Contractor for provision of services or goods. Additionally, HHSC OIG may investigate, audit and impose or recommend imposition of remedies or sanctions to Department for any breach of this Contract. The Department may impose one or more remedies or sanctions for each item of noncompliance and shall determine remedies or sanctions on a case-by-case basis if Contractor breaches this Contract by failing to comply with one or more of the terms of this Contract, including but not limited to compliance with applicable statutes, rules or regulations, the Department may take one or more of the following actions: a. Terminate this Contract by one of means provided in Article XVII. If applicable, notify Contractor of the opportunity to request a hearing on the termination pursuant to Texas Government Code Chapter 2105 regarding administration of Block Grants; b. Suspend all or part of this Contract by notifying that the Contractor that DSHS is temporarily discontinue performance of all or a part of the Contract as provided for in Article XVII; as of the effective date of the suspension pending DSHS's determination to terminate, amend the Contract or permit the Contractor to resume performance. Contractor shall not bill DSHS for services performed during suspension, unless expressly authorized by the notice of suspension; c. Use as a basis to deny additional or enter into future contracts with Contractor; d. Temporarily withhold cash payments to Contractor for proper charges or pending resolution of issues of noncompliance with conditions of this Contract or indebtedness to the United States or to the State of Texas; e. Permanently withhold cash payments by retaining funds billed by Contractor; f. Request that Contractor be removed from the Centralized Master Bidders List (CMBL) or any other state bid list, and barred from participating in future contracting opportunities with the State of Texas; g. Declare this Contract void upon the Department's determination that this Contract was obtained fraudulently or was illegal or invalid from this Contract's inception and demand repayment of any funds under this Contract; General Provisions (September 1, 2016) 25 h. Delay execution of a new contract or renewal with Contractor while other imposed or proposed sanctions are pending resolution; i. Demand repayment from Contractor when it has been verified that Contractor has been overpaid for reasons such as payments are not supported by proper documentation or failure to comply with Contract terms; j. Pursue a claim for damages as a result of breach of contract; k. Require Contractor to prohibit any employee or volunteer of Contractor from performing under this Contract or having direct contact with DSHS-funded clients or participant, if the employee or volunteer has been indicted or convicted of the misuse of state or federal funds, fraud or illegal acts that are in contraindication to continued obligations under this Contract, as reasonably determined by DSHS; 1. Withhold any payment to Contractor to satisfy any recoupment imposed by DSHS and take repayment from funds available under this Contract in amounts necessary to fulfill Contractor's payment or repayment obligations; m. Reduce the Contract term; n. Recoup improper payments when Contractor has been overpaid for reasons such as payments are not supported by proper documentation, improper billing or failure to comply with Contract terms; and o. Impose any other remedies, sanctions or penalties permitted by federal or state statute, law, regulation or rule. Section 15.03 Notice of Remedies or Sanctions. a. Department shall formally notify Contractor in writing when a remedy or sanction is imposed, stating the nature of the remedies and sanction, the reasons for imposing them, the corrective actions, if any, that must be taken before the actions shall be removed and the time allowed for completing the corrective actions, and the method, if any, of requesting reconsideration of the remedies or sanctions imposed. b. Other than in the case of repayment or recoupment, Contractor is required to file, within 15 calendar days of receipt of notice, a written response to Department acknowledging receipt of such notice. c. If requested by the Department, the written response must state how Contractor shall correct the noncompliance by agreeing to a corrective action plan or demonstrate in writing that the findings on which the remedies or sanctions are based are either invalid or do not warrant the remedies or sanctions. If Department determines that a remedy or sanction is warranted, unless the remedy or sanction is subject to review under a federal or state statute, regulation, rule, or guideline, Department's decision is final. Department shall provide written notice to Contractor of Department's final decision. d. If required by the Department, Contractor shall submit a corrective action plan for DSHS approval and take corrective action as stated in the plan approved by DSHS. If DSHS determines that repayment is warranted, DSHS shall issue a demand letter to Contractor for repayment. If full repayment is not received within the time limit stated in the demand letter, and if recoupment is available, DSHS shall recoup the amount due to DSHS from funds otherwise due to Contractor under this Contract. Section 15.04 Emergency Action. In an emergency, Department may immediately terminate or suspend all or part of this Contract, temporarily or permanently withhold cash payments, deny future contract awards, or delay contract execution by delivering written notice to Contractor, by any verifiable method, stating the reason for the emergency action. An "emergency" is defined as Contractor is noncompliant and the noncompliance has a direct adverse effect on the public or client health, welfare or safety. The direct adverse effect may be programmatic and may include failing to provide services; providing inadequate services; or providing unnecessary services. General Provisions (September 1, 2016) 26 Whether Contractor's conduct or noncompliance is an emergency will be determined by Department on a case- by-case basis and will be based upon the nature of the noncompliance or conduct. ARTICLE XVI CLAIMS AGAINST THE DEPARTMENT -NOTICE OF DISPUTE Section 16.01 Breach of Contract Claim. The process for a breach of contract claim against the DSHS provided for in Texas Government Code Chapter 2260 and implemented in the rules at 25 TAC § §4.11-4.24 or as amended by DSHS, shall be used by DSHS and Contractor to attempt to resolve any breach of contract claim against DSHS. Section 16.02 Notice. Contractor's claims for breach of this Contract that the Parties cannot resolve in the ordinary course of business must be submitted to the negotiation process provided in Chapter 2260 and 25 TAC or as amended. To initiate the process, Contractor shall submit written notice, as required by Subchapter B, to DSHS Office of General Counsel. The notice must specifically state that the provisions of Chapter 2260 are being invoked and comply with all the requirements in this Chapter and TAC. A copy of the notice must also be given to all other representatives of DSHS and Contractor. Section 16.03 Performance Not Suspended. Neither the occurrence of an event nor the pendency of a notice of claim filed by the Contractor constitutes grounds for the suspension in whole or part of performance by Contractor. ARTICLE XVII TERMINATION AND TEMPORARY SUSPENSION Section 17.01 Expiration of Contract or Program Attachments. a. Except as provided in the Survivability of Terms section of the General Terms Article, Contractor's service obligations stated in each Contract or Program Attachment shall end upon the expiration date of that Contract or Program Attachment unless extended or renewed by written amendment. b. Prior to completion of the term of all Contracts or Program Attachments, all or a part of this Contract may be terminated with or without cause under this Article and in the Contract. c. A Program Attachment's term cannot extend past the Contract term in its associated Contract. Section 17.02 Effect of Termination or Expiration. a. Upon termination of this Contract or Program Attachment, as applicable, Contractor shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract or Program Attachment, as applicable to DSHS or another entity designated by DSHS. b. Upon termination of all or part of this Contract, Department and Contractor shall be discharged from any further obligation created under the applicable terms of this Contract or Program Attachment, as applicable, except for the equitable settlement of the respective accrued interests or obligations incurred prior to termination and for Contractor's duty to cooperate with DSHS and, except as provided in the Survivability of Terms section of the General Terms Article. c. Termination does not, however, constitute a waiver of any remedies for breach of this Contract. Section 17.03 Termination or Temporary Suspension Without Cause. General Provisions (September 1, 2016) 21 a. Either Party may terminate this Contract or Program Attachment, as applicable with at least 30 calendar days prior written notice to the nonterminating Party. b. Ih Contractor seeksat9residentialtransition Contractor shall the Department ates0calendar days prior written and hall submit a plan to ensure client services are not disrupted. c. The Parties can agree to terminate by mutual agreement. DSHS may temporarily suspend or terminate this Contract or Program Attachment, as applicable if funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or HHSC agencies, amendments to the Appropriations Act, health and human services consolidations or any other disruption of current appropriated funding for this Contractor Program Attachment. Contractor shall be notified in writing of any termination or temporary suspension and of any cessation of temporary suspension. Upon notification of temporary suspension, Contractor will discontinue performance under the Contract as of the effective date of the suspension for the duration of the suspension. Section 17.04 Immediate Termination. Department may immediately terminate this Contract or Program Attachment, as applicable, when, in the sole determination of Department, termination is in the best interest of the State of Texas. Section 17.05 Termination For Cause. Department may terminate this Contract, in whole or in part, for breach of contract by providing 10 calendar days written notice to Contractor. Section 17.06 Notice of Termination. Either Party may deliver written notice of intent to terminate by any verifiable method. Notice of termination is effective when it is received by the non -terminating party. ARTICLE XVIII VOID, SUSPENDED AND TERMINATED CONTRACTS Section 18.01 Void Contracts. Department may void this Contract upon determination that the award was obtained fraudulently or was otherwise illegal or invalid from its inception. Section 18.02 Effect of Void, Suspended, or Involuntarily Terminated Contract. A Contractor who has been a party to a contract with DSHS that has been found to be void, is suspended or is terminated for cause is not eligible for any renewal or increase of funding for an existing contract or new contracts or renewals until in the case of suspension or termination the Department has determined that Contractor has satisfactorily resolved the issues underlying the suspension or termination. Additionally, if this Contract is found to be void any amount paid to the Contractor is subject to recoupment by DSHS. Section 18.03 Appeals Rights for DSHS Funded Block Grants. Pursuant to Texas Government Code § 2105.302, after receiving notice from the Department of termination of a contract with DSHS funded by block grant funds, Contractor may request an administrative hearing under Texas Government Code Chapter 2001. ARTICLE XIX CLOSEOUT Section 19.01 Cessation of Services at Closeout. Upon expiration or termination of this Contract or Program Attachment, as applicable, Contractor shall stop providing services or the delivery of goods under this Contract and if necessary, shall cooperate with DSHS to the fullest extent possible to ensure the orderly and safe transfer of responsibilities under this Contract to DSHS or another entity designated by DSHS. General Provisions (September 1, 2016) 28 Contractor shall not bill DSHS for services performed or goods delivered after termination or expiration of Contract or Program Attachment. Upon termination or expiration of this Contract or Program Attachment, Contractor shall immediately initiate Closeout activities described in this Article. Section 19.02 Administrative Offset. The Department has the right to administratively offset amounts owed by Contractor against any invoice submitted for payment. Section 19.03 Deadline for Closeout. Contractor shall submit all performance, and other Closeout reports required under this Contract within 45 calendar days after the Contract or Program Attachment, if applicable, has terminated. Section 19.04 Payment of Refunds. Any funds paid to Contractor in excess of the amount to which Contractor is finally determined to be entitled under the terms of this Contract constitute a debt to the Department and shall result in a refund due, which Contractor shall pay within the time period established by the Department. Section 19.05 Disallowances and Adjustments. The Closeout of this Contract or Program Attachment does not affect the Department's right to recover funds on the basis of a later audit or other review or Contractor's obligation to return any funds due as a result of later refunds, corrections or other transactions. General Provisions (September 1, 2016) 29 2016 FEDERAL GRANT SUBRECIPIENT ADDITIONAL PROVISIONS 31 /&%�TK{�LUl]�KX PDK��K�RkM�OPERATI0Unm-.-------,- ..-__~.'--.--.---- 3l Section 21.01 K�l*�k8�����m�0�Ue8xQ�h�--------__-_----___.^___.__,,_____'____. ~' Section 21.02 Contracts witli Subrecipicnt and Vendor Subcontractors ............................................31 Section 21.03 Incorporation wfTerms Uo8obmmcipieot8ubcwotrmct&-.-.--'-.-,~-----_---.-31 Section 21.04 Quality Management. 32 ' Section 21.05 Contractor's NotiChange 32 Section 21Responsibilities and Rcstrictions Concerning Governing Body Officers and Employees -32 33 ARTICLE PROGRAM E��y�D8X�^PLDE8..--.--._-----..----,.-_---,-- ,'.�3 Section 22.01 Equipment. �--'''---__,_--_ __,_---_',,_--__,,_'_-._ -'--- ~_,~I3 Section22.02Equipment �����emt List~ ' ---_----__-__,____.,~'_____,____ Section 22.03 8op��m'-_-'-''_.~,' --~__.--.-.^_'--.'~_-..~_--' Section 22.04 Property Inventory and Assets --...,-_'____--._,~~_-,,,.-.34 ^~^~^`^ �4 Section %�05 Asom�moCm0mte�l Pmhib;��--~-_---._-_'~._-',,__--,,,___,~~ ARTICLE XXIIIPROGRAM PAYMENT8-----.---._----~^.'_----.__---.,..34 Section 23.01 Use mKFo�8m ^^---_-_---__---_----_',_--_,.~.---_,~.--. ---'--' 34 Section 23.02 Use for 8�a�h ProhN�tod~-''----___----_'_^'-_.~~,_-.'',_'---,~-- __,~_-35 Section 23.03 PrmgmwmmDmummue. _-_._----_,~--_---_-,---_~^,~_-___,._,.- --' ,~_.__. Section 23.04Nonsupplanting. ,_•_.__ _________~___~,~,__ ~ 33 ]5 Section 23.05 Payment Methods _----'-_____-_--.._-,.~--_,,_-'_~__--.~,_ ----' Section 23.06 Financial ~,_~ {���u�--_----._'--.'--~___-_-,___-'~^ 35 Section 23.07 Working Capital Advance ,,__~,._- 35 Section 23.08 Condition Precedent to Requesting Payment. _ _,-36 Section 23.09 Management and Control Systems. --.~-_-.------_---~,,_-._,~,,_.-..,,,�G .- Section 23.10 Effect of Grant Close Out .-'-.--'_'.,,,'--'___-_,~-__'~~~ ARTICLE XXIV ALLOWABLE COSTS AND AUDIT REQUIREMENTS + • . 36 Section 24.01 Section 24.0 Section 24.03 Section 24.04 Section 24.05 Section 24.06 36 AllowableCosts --.~____,_____________~,_____,____,__ ''-- 37 Property Acquisitions -_-----__^_.--_,,,.-___,-___.~__.__,,_,.___.~_ - Cost Allocation Plan. ....'''--------_.,,,--___-___,,,'___.,,____.~.. 38 -- ___.,',____.,_,.____,_,___,,~__~-_38 Overtime-�- 38 �m��.-.'_'-.-.----^~~-----~~''--^~- ~~~~r~~~~~^-'-°- or Program -Specific 39 39 Section AD�TD��LE]0�V INSURANCE AND BONDS '_.--....--~.'----...',~--_.._,.,..---..._--.~--- �9 ��01 Insurance ,-_--..,,----.---_^----'____---_.- - --40 Section 25.02 Fidelity Bmnd^-'�_----_ _--__,,-_----�_..--____�'___'' - Section 25.03 Liability Coveruge.---. 40 ARTICLE XXVI TERMINATION, BANKRUPTCY AND CLOSEOUT 40 40 Section 26.01 Final Budget .--.---,~,-__.'-___~_,_____,___.__~___ ---' Section 26.02 --- 4\ 0mc�m��&�� �b��a��m�mn�� ---~_---.,,.'---,,,_-___,_,'--__',,______,^,,___. --' Section 26.0441 KX��mwk��omm��ro�����--_,.^--~,..---_,'__---__,---_._,~.^-__,,-_-__-- 4l Section 26.05 ��lwmcmutaK]�goipmmmmt-~.-------_^,---_~,,_-___~,.___.~,___,.--. 41 ARTICLE XX DSHS GENERAL PROVISIONS In addition to the terms and conditions in the Department of State Health Services (DSHS or Department) FY 2016 General Provisions (General Provisions), Contractor agrees to comply with these 2016 Federal Grant Subrecipient Additional Provisions. ARTICLE XXI PROGRAM OPERATIONS Section 21.01 Client Financial Eligibility. Where applicable, Contractor shall use financial eligibility criteria, financial assessment procedures and standards developed by the Department to determine client eligibility. Section 21.02 Contracts with Subrecipient and Vendor Subcontractors. a. Contractor may enter into contracts with subrecipient subcontractors unless restricted or otherwise prohibited in the Contract or Program Attachment(s). b. Prior to entering into a subrecipient agreement equaling or exceeding $100,000, Contractor shall obtain written approval from DSHS. c. Contractor shall establish written policies and procedures for competitive procurement and monitoring of subcontracts and shall produce a subcontracting monitoring plan. d. Contractor shall monitor subrecipient subcontractors for both financial and programmatic performance and shall maintain pertinent records that must be available for inspection by DSHS. e. Contractor shall ensure that subcontractors are fully aware of the requirements placed upon them by state/federal statutes, rules, and regulations and by the provisions of this Contract. f. Contracts with all subcontractors, whether vendor or subrecipient, must be in writing and include the following: 1. Name and address of all parties and the subcontractor's Vendor Identification Number (VIN) or Employee Identification Number (EIN); 2. Detailed description of the services to be provided; 3. Measurable method and rate of payment and total not -to -exceed amount of the contract; 4. Clearly defined and executable termination clause; and 5. Beginning and ending dates that coincide with the dates of the Contract. g. Contractor is responsible to DSHS for the performance of any subcontractor. h. Contractor shall not contract with a subcontractor, at any tier, that is debarred, suspended, or excluded from or ineligible for participation in federal assistance programs or if the subcontractor would be ineligible under the Sections 12.05, 14.03 and 14.04 of the General Provisions. Section 21.03 Incorporation of Terms in Subrecipicnt Subcontracts. a. Contractor shall include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts, without modification (except as required to make applicable to the subcontractor): 1. Assurances and Certifications in Article 12 of the General Provisions; 2. Sections 14.03 and 14.04 of the General Provisions; and Subrecipient General Provisions (September 1, 2016) 31 3. A provision granting to DSHS, SAO, OIG, and the Comptroller General of the United States, and any of their representatives, the right of access to inspect the work and the premises on which any work is performed, and the right to audit the subcontractor in accordance with Article X of the General Provisions; b. Each subrecipient subcontract contract must also include a copy of these General Provisions and a copy of the Statement of Work and any other provisions in the Program Attachment(s) applicable to the subcontract. c. Contractor shall ensure that all written agreements with subrecipient subcontractors incorporate the terms of this Contract so that all terms, conditions, provisions, requirements, duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor. d. No provision of this Contract creates privity of contract between DSHS and any subcontractor of Contractor. e. If a subcontractor is unable to certify (or status changes during contract term) to any of the statements in Section 14.03 and 14.04 or any of the certifications stated in Article X of the General Provisions, Contractor shall submit an explanation to the contract manager assigned to the Contract. Section 21.04 Quality Management. Contractor shall comply with quality management requirements as directed by the Department. Section 21.05 Contractor's Notification of Change to Certain Contract Provisions. The following changes may be made to this Contract without a written amendment or the Department's prior approval: a. Cumulative budget transfers that do not exceed 25% among direct cost categories, other than the equipment category, of less than $100,000, provided that the total budget amount is unchanged (This subsection does not apply to contracts funded by funding sources that have different percentage requirements); and b. Change in Contractor's share of the budget concerning non-DSHS funding other than program income and match, regardless of the amount of the change, provided that in changing the budget, Contractor is not supplanting DSHS funds. Contractor within ten calendar days shall notify in writing the contract manager assigned to the Program Attachment of any change enumerated in this section, but the contract will not be amended. Section 21.06 Responsibilities and Restrictions Concerning Governing Body, Officers and Employees. a. Contractor and its governing body shall bear full responsibility for the integrity of the fiscal and programmatic management of the organization. This provision applies to all organizations, including Section 501(c) (3) organizations as defined in the Internal Revenue Service Code as not- for-profit organizations. b. Each member of Contractor's governing body shall be accountable for all funds and materials received from Department. The responsibility of Contractor's governing body shall also include accountability for compliance with Department Rules, policies, procedures, and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through Subrecipient General Provisions (September 1, 2016) 32 self-evaluation and Department's monitoring processes. Contractor's governing body shall ensure separation of powers, duties, and functions of governing body members and staff. c. No member of Contractor's governing body, or officer or employee of Contractor shall vote for, confirm or act to influence the employment, compensation or change in status of any person related within the second degree of affinity or the third degree of consanguinity (as defined in Texas Government Code Chapter 573) to the member of the governing body or the officer or any employee authorized to employ or supervise such person. This prohibition does not prohibit the continued employment of a person who has been continuously employed for a period of two years prior to the election, appointment or employment of the officer, employee, or governing body member related to such person in the prohibited degree. These restrictions also apply to the governing body, officers and employees of Contractor's subcontractors. Section 21.07 Direct Operation. At the Department's discretion, the Department may temporarily assume operations of a Contractor's program or programs funded under this Contract when the continued operation of the program by Contractor puts at risk the health or safety of clients and/or participants served by Contractor. ARTICLE XXII PROGRAM EQUIPMENT AND SUPPLIES Section 22.01 Equipment. Equipment means tangible personal property having a useful lifetime of more than one year and a per-unit acquisition cost that exceeds the lesser of the capitalization level established by the of $5,000 or more. Contractors shall inventory all equipment, and report the inventory on the Contractors Property Inventory Form. Contractor shall initiate the purchase of all equipment approved in writing by DSHS, in the first quarter of the Contract or Program Attachment term, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Program Attachment must be submitted to the contract manager assigned to this Contract. Section 22.02 Equipment List. a. All items of equipment to be purchased with funds under this Contract must be itemized in Contractor's equipment list as finally approved by the Department in the executed Contract. The equipment list must include: 1. Description of the property; 2. Serial number or other identification number; 3. Source of funding for the property (including the Federal Assistance Identification Number); 4. Who holds title, 5. Acquisition date and cost of the property; 6. Percentage of Federal participation in the project costs for the Federal award under which the property was acquired; 7. Location use and condition of the property; and S. Any ultimate disposition data including the date of disposal and sale price of property. Any changes to the approved equipment list in the executed Contract mustbe approved in writing by Department prior to the purchase of equipment. b. Contractor shall submit to the contract manager assigned to this Contact, a written description including complete product specifications and need justification prior to purchasing any item of Subrecipient General Provisions (September 1, 2016) 33 unapproved equipment. If approved, Department will acknowledge its approval by means of a written amendment. Section 22.03 Supplies. a. Supplies are defined as consumable items necessary to carry out the services under this Contract including medical supplies, drugs, janitorial supplies, office supplies, patient educational supplies, software, and any items of tangible personal property other than those defined as equipment above. b. Tangible personal property includes controlled assets, including firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000, which includes desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment are also considered Supplies. c. Prior approval by DSHS of the purchase of Controlled Assets is not required, but such purchases must be reported on the Contractors Property Inventory Form as detailed under Section 14.23. Section 22.04 Property Inventory and Protection of Assets. Contractor shall maintain an inventory of equipment, supplies defined as controlled assets, and property described in the Section 14.06 of the General Provisions and submit an annual cumulative report of the equipment and other property on Contractor's Property Inventory Report to the Department's Contract Oversight and Support Section, Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-9347, no later than October 15th of each year. The report is located on the DSHS website at: http://www.dshs.state.tx.us/contracts/forms.shtm. Contractor shall maintain, repair, and protect assets under this Contract to assure their full availability and usefulness. If Contractor is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets provided or obtained under this Contract, Contractor shall use the proceeds to repair or replace those assets. Section 22.05 Assets as Collateral Prohibited. Contractors on a cost reimbursement payment method shall not encumber equipment purchased with Department funds without prior written approval from the Department. ARTICLE XXIII PROGRAM FUNDS AND PAYMENTS Section 23.01 Use of Funds. Contractor shall expend Department funds only for the provision of approved services and for reasonable and allowable expenses directly related to those services. Section 23.02 Use for Match Prohibited. Contractor shall not use funds provided through this Contract for matching purposes in securing other funding unless directed or approved by the Department in writing. Subrecipient General Provisions (September 1, 2016) 34 Section 23.03 Program Income. a. Gross income directly generated from Department funds through a project or activity performed under a Contract and/or earned only as a result of this Contract during its term is considered program income. b. Unless otherwise required under the terms of the grant funding this Contract, Contractor shall use the addition alternative, as provided in Subsection 25(g)(2) of the Uniform Grant Management Standards, for the use of program income to further the program objectives of the state or federal statute that provided the authority of this Contract or its Program Attachment, and Contractor shall spend the program income on the same Project Attachment or Statement of Work project under which it was generated. c. Contractor shall identify and report this income in accordance with Article IX of these General Provisions and the provisions in the Contract or its Program Attachment(s). d. Contractor shall expend program income during the Program Attachment term and may not carry forward to any succeeding term. Contractor shall refund program income not expended in the term in which it is earned to DSHS. e. DSHS may base future funding levels, in part, upon Contractor's proficiency in identifying, billing, collecting, and reporting program income, and in using it for the purposes and under the conditions specified in this Contract. Section 23.04 Nonsupplanting. Contractor shall not use funds from this Contract to replace or substitute existing funding from other sources that also supports the activities that are the subject of this Contract but rather shall use funds from this Contract to supplement existing state or local funds currently available for a particular activity. Contractor shall make a good faith effort to maintain its current level of support. Contractor may be required to submit documentation substantiating that a reduction in state or local funding, if any, resulted for reasons other than receipt or expected receipt of funding under this Contract. Section 23.05 Payment Methods. Section 5.01 of the General Provisions is replaced with the following: Except as otherwise provided by the provisions of this Contract or its Program Attachment(s), the payment method for it will be cost reimbursement. This payment method is based on an approved budget in this Contract or its Program Attachment(s) and acceptable submission of a request for reimbursement. Section 23.06 Financial Status Reports (FSRs). Except as otherwise provided in these General Provisions or in the terms of Contracts, if a contract has a categorical budget, Contractor shall submit quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the Contract term for Department review and financial assessment. Contractor shall submit the final FSR no later than 45 calendar days following the end of the Contract term. Section 23.07 Working Capital Advance. If necessary, if allowed by law, and if permitted at DSHS sole discretion, Contractor's requests for an advance of funds shall be limited to the minimum amount needed for effective accomplishment of the Project under this Contract, and shall be timed as closely as possible to actual cash requirements. Contractor Subrecipient General Provisions (September 1, 2016) 35 shall establish procedures to minimize the time elapsing between the transfer of funds from DSHS to Contractor, and shall ensure that such funds are disbursed as soon as administratively possible. Section 23.08 Condition Precedent to Requesting Payment. Contractor shall disburse program income, rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting cash payments including any advance payments from Department. Section 23.09 Management and Control Systems. a. Contractor shall maintain an appropriate contract administration system to ensure that all terms, conditions, and specifications are met during the term of the contract through the completion of the closeout procedures. b. Contractor shall develop, implement, and maintain financial management and control systems that meet or exceed the requirements of UGMS. Those requirements and procedures include, at a minimum, the following: 1. Financial planning, including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; 2. Financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Program Attachment of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to a Contract and its Program Attachment and are traceable from the transaction to the general ledger; 3. Effective internal and budgetary controls; 4. Comparison of actual costs to budget; determination of reasonableness, allowableness, and allocability of costs; 5. Timely and appropriate audits and resolution of any findings; 6. Billing and collection policies; and 7. Mechanism capable of billing and making reasonable efforts to collect from clients and third parties. Section 23.10 Effect of Grant Close Out. Contractor must submit all requests for reimbursement prior to the date of the closure of the grant. DSHS may reject any request for reimbursement submitted after closure of the grant. ARTICLE XXIV ALLOWABLE COSTS AND AUDIT REQUIREMENTS Section 24.01 Allowable Costs. a. Except as provided by section 23.06, DSHS will reimburse Contractor for services satisfactorily performed, and sufficiently documented for allowable costs. b. Contractor must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. c. DSHS will determine whether costs submitted by Contractor are allowable and eligible for reimbursement. Subrecipient General Provisions (September 1, 2016) 36 A d. If DSHS has paid funds to Contractor for unallowable or ineligible costs, DSHS will notify Contractor in writing, and Contractor shall return the funds to DSHS within 30 calendar days of the date of this written notice. e. DSHS may withhold all or part of any payments to Contractor to offset reimbursement for any unallowable or ineligible expenditures that Contractor has not refunded to DSHS, or if financial status report(s) are not submitted by the due date(s). DSHS may take repayment (recoup) from funds available under this Contract in amounts necessary to fulfill Contractor's repayment obligations. Pp licable Cost principles, Audit requirements and Administrative Requirements Administrative Requirements Applicable Entity State, Local and Tribal Governments Educational Institutions Non -Profit Organizations For-profit Organization other than a hospital and an organization named in OMB Circular A-122 (2 CFR Part, 230) as not subject to that circular. Applicable Cost Principles OMB Circular A-87 (2 CFR, Part 225) OMB Circular A-21 (2 CFR, Part 220) OMB Circular A-122 (2 CFR, Part 230) 48 CFR Part 31, Contract Cost Principles Procedures, or uniform cost accounting standards that comply with cost principles acceptable to the federal or state awarding agency Audit Requirements OMB Circular A-133 and UGMS OMB Circular A-133 OMB Circular A-133 and UGMS OMB Circular A- 133 and UGMS UGMS, OMB Circular A-102, and applicable Federal awarding agency common rule OMB Circular A-110 (2 CFR, Part 215) and applicable Federal awarding agency common rule; and UGMS, as applicable UGMS; OMB Circular A-110(2 CFR, Part 215) and applicable Federal awarding agency common rule UGMS and applicable Federal awarding agency common rule A chart of applicable Federal awarding agency common rules is located through a weblink on the DSHS website at http:llwww.dshs.state.tx.uslcontracts/links.shtm. OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. The Contract will specify appropriate grant guidance. Section 24.02 Property Acquisitions. Department funds must not be used to purchase buildings or real property. Any costs related to the initial acquisition of the buildings or real property are not allowable. Subrecipient General Provisions (September 1, 2016) 37 Section 24.03 Cost Allocation Plan. a. Contractor shall implement and follow the applicable Cost Allocation Plan. b. Contractor shall submit a Cost Allocation Plan on the format provided by DSHS to the Department's Contract Oversight and Support Section, at Mail Code 1326, P.O. Box 149347, Austin, Texas 78714-9347, or by email to mailto:coscap@dshs.state.tx.us no later than the 60th calendar day after the effective date of the Contract, except when a Contractor has a current Cost Allocation Plan on file with the Department. If Contractor's plan is the same as the plan previously submitted to DSHS, by signing this Contract, Contractor certifies that its current Cost Allocation Plan for the current year is the same as the plan previously submitted. c. If the Cost Allocation Plan changes during the Contract term, Contractor shall submit a new Cost Allocation Plan to the Contract Oversight and Support Section within 30 calendar days after the effective date of the change. Section 24.04 Overtime Compensation. Except as provided in this section, Contractor shall be responsible for any obligations of premium overtime pay due employees. Premium overtime pay is defined as any compensation paid to an individual in addition to the employee's normal rate of pay for hours worked in excess of normal working hours. Funds provided under this Contract may be used to pay the premium portion of overtime only under the following conditions: a. With the prior written approval of DSHS; b. Temporarily, in the case of an emergency or an occasional operational bottleneck; c. When employees are performing indirect functions, such as administration, maintenance, or accounting; d. In performance of tests, laboratory procedures, or similar operations that are continuous in nature and cannot reasonably be interrupted or otherwise completed; or e. When lower overall cost to DSHS will result. Section 24.05 Independent Single or Program -Specific Audit. a. If Contractor within Contractor's fiscal year expends a total amount of at least $750,000 in federal funds awarded, Contractor shall have a single audit or program -specific audit in accordance with the 2 CFR § 200.501. The $750,000 federal threshold amount includes federal funds passed through by way of state agency awards: b. If Contractor within Contractor's fiscal year expends a total amount of at least $500,000 in state funds awarded, Contractor must have a single audit or program -specific audit in accordance with UGMS, State of Texas Single Audit Circular. c. For-profit Contractors whose expenditures meet or exceed the federal and/or state expenditure thresholds stated above shall follow the guidelines in 2 CFR § 200.501 or UGMS, as applicable, for their program -specific audits. d. The HHSC Office of Inspector General (OIG) will notify Contractor to complete the Single Audit Status Registration Form. e. If Contractor fails to complete the Single Audit Status Form within 30 calendar days after notification by OIG to do so, Contractor shall be subject to DSHS sanctions and remedies for non- compliance with this Contract. Subrecipient General Provisions (September 1, 2016) 38 £ The audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards, and UGMS, which is accessible through a web link on the DSHS website at http://www.dshs.state.tx.uslcontracts/links.shtm. Contractor shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS. Contractor, unless Contractor is a state governmental entity, shall competitively re -procure independent single audit services at least every six years. Section 24.06 Submission of Audit. Within thirty 30 calendar days of receipt of the audit reports required by the Independent Single or Program - Specific Audit section, Contractor shall submit one copy to the Department's Contract Oversight and Support Section, and one copy to the OIG, at the following addresses: Department of State Health Services Contract Oversight and Support, Mail Code 1326 P.O. Box 149347 Austin, Texas 78714-9347 Health and Human Services Commission Office of Inspector General Compliance/Audit, Mail Code 1326 P.O. Box 85200 Austin, Texas 78708-5200 Electronic submission to DSHS should be addressed as follows: COSContractAdministration(a,dshs. state.tx.us Electronic submission to HHSC should be addressed as follows: Oueenah.Teamahehhsc. state,tx.us If Contractor fails to submit the audit report as required by the Independent Single or Program -Specific Audit section within thirty 30 calendar days of receipt by Contractor of an audit report, Contractor shall be subject to DSHS sanctions and remedies for non-compliance with this Contract. g. ARTICLE XXV INSURANCE AND BONDS Section 25.01 Insurance. In addition to the Insurance provision in Section 14.24 of the General Provisions, Contractor shall maintain insurance or other means of repairing or replacing assets purchased with Department funds. Contractor shall repair or replace with comparable equipment any such equipment not covered by insurance that is lost, stolen, damaged or destroyed. If any insured equipment purchased with DSHS funds is lost, stolen, damaged or destroyed, Contractor shall notify the contract manager assigned to this Contract within 5 business days of learning of the loss, to obtain instructions whether to submit and pursue an insurance claim. Contractor shall use any insurance proceeds to repair the equipment or replace the equipment with comparable equipment or remit the insurance proceeds to DSHS. Subrecipient General Provisions (September 1, 2016) 39 Section 25.02 Fidelity Bond. a. For the benefit of DSHS, Contractor is required to carry a fidelity bond or insurance coverage equal to the amount of funding provided under this Contract up to $100,000 that covers each employee of Contractor handling funds under this Contract, including person(s) authorizing payment of such funds. b. The fidelity bond or insurance must provide for indemnification of losses occasioned by any fraudulent or dishonest act or acts committed by any of Contractor's employees, either individually or in concert with others, and/or failure of Contractor or any of its employees to perform faithfully his/her duties or to account properly for all monies and property received by virtue of his/her position or employment. The bond or insurance acquired under this section must include coverage for third party property. c. Contractor shall notify, and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling a claim on the fidelity bond or insurance. Section 25.03 Liability Coverage. For the benefit of DSHS, Contractor shall at all times maintain liability insurance coverage, referred to in Tex. Gov. Code § 2261.102, as "director and officer liability coverage" or similar coverage for all persons in management or governing positions within Contractor's organization or with management or governing authority over Contractor's organization (collectively "responsible persons"). This section applies to entities that are organized as non-profit corporations under the Texas Non -Profit Corporation Act; for-profit corporations organized under the Texas Business Corporations Act; and any other legal entity. Contractor shall maintain copies of liability policies on site for inspection by DSHS and shall submit copies of policies to DSHS upon request. Contractor shall maintain liability insurance coverage in an amount not less than the total value of this Contract and that is sufficient to protect the interests of Department in the event an actionable act or omission by a responsible person damages Department's interests. Contractor shall notify, and obtain prior approval from, the DSHS Contract Oversight and Support Section before settling a claim on the insurance. ARTICLE XXVI TERMINATION, BANKRUPTCY AND CLOSEOUT Section 26.01 Final Budget Contractor shall submit an actual Budget to DSHS no later than sixty (60) days after the contract termination date or at the conclusion of all contract activities, whichever occurs first. The Budget shall be in a format prescribed by DSHS and shall be accompanied by a report of all activities performed under this Contract. Section 26.02 Bankruptcy. In the event of bankruptcy, Contractor shall sever Department property, equipment, and supplies fn possession of Contractor from the bankruptcy, and title must revert to Department. If directed by DSHS, Contractor shall return all such property, equipment and supplies to DSHS. Contractor shall ensure that its subcontracts, if any, contain a specific provision requiring that in the event the subcontractor's bankruptcy, the subcontractor must sever Department property, equipment, and supplies in possession of the subcontractor from the bankruptcy, and title must revert to Department, who may require that the property, equipment and supplies be returned to DSHS. Subrecipient General Provisions (September 1, 2016) 40 Section 26.03 Title to Property. At the expiration or termination of this Contact for any reason, title to any remaining equipment and supplies purchased with funds under this Contract reverts to Department. Title may be transferred to any other party designated by Department. The Department may, at its option and to the extent allowed by law, transfer the reversionary interest to such property to Contractor. Section 26.04 Disposition of Property. a. Contractor shall follow the procedures in the American Hospital Association's (AHA) "Estimated Useful Lives of Depreciable Hospital Assets" in disposing, at any time during or after the Contract term, of equipment purchased with the Department funds, except when federal or state statutory requirements supersede or when the equipment requires licensure or registration by the state, or when the acquisition price of the equipment is equal to or greater than $5,000. b. All other equipment not listed in the AHA reference (other than equipment that requires Iicensure or registration or that has an acquisition cost equal to or greater than $5,000) will be controlled by the requirements of UGMS. c. If, prior to the end of the useful life, any item of equipment is no longer needed to perform services under this Contract, or becomes inoperable, or if the equipment requires licensure or registration or had an acquisition price equal to or greater than $5,000, Contractor shall request disposition approval and instructions in writing from the contract manager assigned to this Contract. d. After an item reaches the end of its useful life, Contractor shall ensure that disposition of any equipment is in accordance with Generally Accepted Accounting Principles, and any applicable federal guidance. Section 26.05 Closeout of Equipment. At the end of the term of a Contract that has no additional renewals or that will not be renewed (Closeout), or when a Contract is otherwise terminated, Contractor shall submit to the contract manager assigned to this, an inventory of equipment purchased with Department funds and request disposition instructions for such equipment. All equipment purchased with Department funds must be secured by Contractor at the time of Closeout, or termination of this Contract, and must be disposed of according to the Department's disposition instructions, which may include return of the equipment to DSHS or transfer of possession to another DSHS contractor, at Contractor's expense. ARTICLE XXVII NON-EXCLUSIVE LIST OF APPLICABLE LAWS Where applicable, federal statutes and regulations, including federal grant requirements applicable to funding sources, will apply to this Contract. Contractor agrees to comply with applicable laws, executive orders, regulations and policies, as well as Office of Management and Budget (OMB) Circulars (as codified in Title 2 of the Code of Federal Regulations), the Uniform Grant and Contract Management Act of 1981 (UGMA), Tex. Gov. Code Chapter 783, and Uniform Grant Management Standards (UGMS), as revised by federal circulars and incorporated in UGMS by the Comptroller of Public Accounts, Texas Procurement and Support Services Division. UGMA and UGMS can be located through web links on the DSHS website at http://www.dshs.state.tx.us/contracts/links.shtm. Subrecipient General Provisions (September 1, 2016) 41 Contractor also shall comply with all applicable federal and state assurances contained in Section 14 of the Uniform Grant Management Standards. If applicable, Contractor shall comply with the Federal awarding agency's Common Rule, and the U.S. Health and Human Services Grants Policy Statement, both of which may be located through web links on the DSHS website at http:l/www.dshs.state.tx.us/contracts/links.shtm For contracts funded by block grants, Contractor shall comply with Tex. Gov. Code Chapter 2105. Subrecipient General Provisions (September 1, 2016) 42 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of 09/15/2015 Second Reading Ordinance for the City Council Meeting of 09/22/2015 DATE: September 1, 2015 TO: Ronald L. Olson, City Manager FROM: Eddie Houlihan, Assistant Manager, Office of Management and Budget EddieHo@cctexas.com (361) 826-3792 Adoption of Proposed FY 2015-2016 Operating Budget CAPTION: Ordinance adopting the City of Corpus Christi operating budget for fiscal year 2015-2016 beginning October 1, 2015; to be filed with the County Clerk; appropriating monies as provided in the budget; and providing for severance. PURPOSE: To adopt budget for upcoming fiscal year as per charter requirement. BACKGROUND AND FINDINGS: City Charter requires City Council to review and act on the Operating Budget on a yearly basis. ALTERNATIVES: None. Approval of the budget is required by the City Charter. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This item conforms to City Policies. EMERGENCY / NON -EMERGENCY: This item requires two readings. The second reading will be at the regular September 22, 2015 City Council meeting. DEPARTMENTAL CLEARANCES: Office of Management and Budget FINANCIAL IMPACT: X Operating X Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2015-2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 842,382,232 842,382,232 Encumbered / Expended Amount This item 842,382,232 842,382,232 BALANCE 842,382,232 842,382,232 Fund(s): All Operating Funds Comments: Total proposed expenditures are $842,382,232 and total proposed revenues are $865,515,255 which includes an increase of $11,428,000 in property tax revenues over the prior year. RECOMMENDATION: Approval of Ordinance as submitted. LIST OF SUPPORTING DOCUMENTS: FY 2015-2016 Budget Ordinance Schedule of Amendments AN ORDINANCE ADOPTING THE CITY OF CORPUS CHRISTI OPERATING BUDGET FOR THE FISCAL YEAR 2015-2016 BEGINNING OCTOBER 1, 2015; TO BE FILED WITH THE COUNTY CLERK; APPROPRIATING MONIES AS PROVIDED IN THE BUDGET; AND PROVIDING FOR SEVERANCE. WHEREAS, the City Manager of the City of Corpus Christi (City), pursuant to Article IV, Section 2 of the City Charter, did submit to the City Council a budget proposal (Budget Proposal) of the revenues of the City, and the expenses of conducting the affairs thereof for the ensuing fiscal year beginning October 1, 2015, and ending September 30, 2016, and which Budget Proposal had been compiled from detailed information from the several departments, divisions, offices of the City, in accordance with the City Charter provision referenced above; and WHEREAS, the members of the City Council have received and studied the City Manager's Budget Proposal and have called and held the proper hearing in accordance with Section 102.006, Texas Local Government Code, on the Budget Proposal; and WHEREAS, pursuant to Section 2(f), Article IV, of the City Charter of the City of Corpus Christi, Texas, the City Council must appropriate such sums of money as provided in the Budget. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the Budget of the City of Corpus Christi, covering proposed expenditures amounting to $842,382,232 and estimated revenues amounting to $865,515,255 for the Fiscal Year beginning October 1, 2015, and ending September 30, 2016, as submitted by the City Manager, with modifications directed by the City Council and recorded in its minutes being incorporated by reference, is adopted. SECTION 2. That upon the passage of this ordinance certain sums of money from all sources of City revenues, as described in the Budget, shall be and they are appropriated to cover the sums for expenditures and investments as provided for each of the several funds in the Budget, as modified by the City Council. Notwithstanding any other provision to the contrary, the City Manager is authorized to make transfers within departments, divisions, purposes, or funds, provided it is in accordance with applicable law. SECTION 3. Police Officer Positions The number of positions authorized for each police officer classification in the Police Department shall be: Police officer and senior police officer - 436* Police Lieutenant - 39 Police Captain - 16 Police Commander - 4 Assistant Police Chief - 3 Police Chief - 1 FY15-16 TOTAL 499 * These positions are interchangeable. Any police officer may become a senior police officer after 60 months' service by passing a pass/fail exam. This number may be temporarily increased by graduates from a police academy authorized by the City Manager, which temporary increase shall be reduced to budgeted total through attrition. SECTION 4. Firefighter Positions The number of positions authorized for each firefighter classification in the Fire Department shall be: Firefighter - 134* Firefighter II —EMS — 109 Firefighter II — Engineer - 73 Fire Captain - 82 Battalion Chief - 10 Assistant Fire Chief - 4 Deputy Fire Chief - 1 Fire Chief - 1 FY15-16 TOTAL 414 *This number may be temporarily increased by graduates from a fire academy authorized by the City Manager, which temporary increase shall be reduced to budgeted total through attrition. SECTION 5. That upon final passage of this budget ordinance, a true certified copy of this same ordinance shall be transmitted by the City Manager to the County Clerk of Nueces County, Texas, pursuant to Section 102.011, Texas Local Government Code. The budget shall also be part of the archives of the City. SECTION 6. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision in this ordinance be given full force and effect for its purpose. 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: 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 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 , 2015, 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: Rebecca Huerta City Secretary Nelda Martinez Mayor Attachment A - Schedule of Adjustments City of Corpus Christi Amendment to the FY 2015-2016 Proposed Budget TOTAL PROPOSED REVENUES TOTAL PROPOSED EXPENDITURES $ 861,948,504 $ 840,627,505 General Fund - 1020 Proposed Revenues Adjustments: Increase Police Storage & Towing Charges Seawall Administrative Service Charges Arena Administrative Service Charges Business/Job Development Administrative Service Charges Total Adjusted Revenues Proposed Expenditures Adjustments: Increase Police Towing expenditures Increase Transfer to Street Fund Increase Reserve Appropriation Total Adjusted Expenditures 231,794,383 275,000 32,579 27,039 26,652 232,155,653 $ 231,794,383 275,000 5,176 81,094 232,155,653 One Time Expenditures Adjustments: Transfer to Residential/Local Street Fund (per Financial Policy) $ 1,000,000 ENTERPRISE FUNDS Gas Fund - 4130 Proposed Revenues $ 40,009,429 Adjustments: Increase ICL - Residential Revenue 193,538 Increase ICL - Commercial Revenue 95,888 Increase ICL - Large Volume Revenue 5,814 Increase OCL - Commercial Revenue 1,411 Increase City Use Revenue 209 Increase Compressed Natural Gas Revenue 3,445 Total Adjusted Revenues $ 40,309,734 SPECIAL REVENUE FUNDS State Hotel Occupancy Tax Fund - 1032 Proposed Revenues Adjustments: Revenue to be received from impact of House Bill 1915 - City to receive an additional 2% Total Adjusted Revenues 2,900,000 2,900,000 Parking Improvement Fund - 1040 Proposed Expenditures Adjustments: Increase expenditures for downtown revitalization Total Adjusted Expenditures 30,000 71,011 101,011 Street Fund - 1041 Proposed Revenues Adjustments: Increase Transfer from General Fund Total Adjusted Revenues Proposed Expenditures Adjustments: Increase Street Reserve Appropriation Total Adjusted Expenditures 30,162,421 5,176 30,167,597 $ 32,309,402 5,176 32, 314, 578 Seawall Fund - 1120 Proposed Expenditures $ 2,877,816 Adjustments: Increase Transfer to General Fund 32,579 Total Adjusted Expenditures $ 2,910,395 Arena Fund - 1130 Proposed Expenditures Adjustments: Arena Transfer to Visitors for Co -Promotion Increase Transfer to General Fund Total Adjusted Expenditures 4,670,887 231,000 27,039 4,928,926 Business/Job Dev Fund - 1140 Proposed Expenditures Adjustments: Increase Transfer to General Fund Total Adjusted Expenditures 7,488, 207 26,652 7,514,859 TOTAL AMENDED PROPOSED TOTAL AMENDED PROPOSED REVENUES EXPENDITURES $ 865,515,255 $ 842,382,232 AGENDA MEMORANDUM First Reading item for the City Council Meeting of September 15, 2015 Second Reading item for the City Council Meeting of September 22, 2015 DATE: August 25, 2015 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., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: J. H. Edmonds, P. E., Director of Capital Programs jeffreye@cctexas.com (361) 826-3851 CAPTION: Approval of Fiscal Year 2015 — 2016 Capital Budget and Capital Improvement Planning Guide Ordinance approving the Fiscal Year 2015 — 2016 Capital Budget and Capital Improvement Planning Guide in the amount of $190,587,200. PURPOSE: The purpose of this Agenda Item is to fulfill all requirements necessary to approve the Fiscal year 2015 — 2016 Capital Budget and Capital Improvement Planning Guide. BACKGROUND AND FINDINGS: Section 102.006 of the Texas Local Government Code reads as follows: "The governing body of a municipality shall hold a public hearing on the proposed budget. Any person may attend and may participate in the hearing." The City Charter requires City Council to review the recommendations of the Planning Commission and act on the Capital Budget on a yearly basis. A public hearing was held before the Planning Commission on Wednesday, July 29, 2015 and at that meeting the Planning Commission recommended approval of the 2015 — 2016 Capital Budget and Capital Improvement Planning Guide as presented. ALTERNATIVES: Approval of this budget is required by City Charter. City Council may: 1. Approve the budget as presented (Recommended) 2. Make changes to the budget and then approve. OTHER CONSIDERATIONS: The first reading for this item will be on September 15, 2015 and the second reading will be the following week on September 22, 2015. CONFORMITY TO CITY POLICY: This item conforms to City Policy and statutes regarding approval of the Fiscal Year 2015 — 2016 Capital Budget and Capital Improvement Planning Guide and is consistent with the Comprehensive Plan. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Office of Management and Budget FINANCIAL IMPACT: ❑ Ooeratina ❑ Revenue X Capital 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 $190,587,200 $190,587,200 BALANCE $190,587,200 $190,587,200 Fund(s): COMMENTS: Approval of Ordinance will appropriate the funds required to proceed with the Fiscal Year 2015 — 2016 Capital Improvement Program. RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation Page 1 of 2 AN ORDINANCE APPROVING THE FISCAL YEAR 2015 — 2016 CAPITAL BUDGET AND CAPITAL IMPROVEMENT PLANNING GUIDE IN THE AMOUNT OF $190,587,200. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the Fiscal Year 2015 — 2016 Capital Budget and Capital Improvement Planning Guide in the amount of $190,587,200 is hereby approved. A copy of the Fiscal Year 2015 — 2016 Capital Budget and Capital Improvement Planning Guide will be filed in the Office of the City Secretary ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary @BCL@E405D614 Nelda Martinez Mayor Page 2 of 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2015, 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 , 2015, 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 @BCL@E405D614 Nelda Martinez Mayor Attachment A — Schedule of Adjustments City of Corpus Christi Amendment to the FY 2015-2016 Proposed Capital Improvement Budget Public Health & Safety Program Proposed Adjustment #1: Remove Project PH 08 Cefe Valenzuela Landfill Wind Energy Evaluation /Development in its entirety Justification: This project is not financially feasible to pursue at this time. Financial Impact: None, project not funded. Proposed Adjustment #2: Remove Project PH 10 Citizens Collection Center Flour Bluff/Padre Island Area Justification: City Council has decided not to pursue this project at this time Financial Impact: ($4,536,400) Approved Certificates of Obligation in this amount will not be issued (The funding for this project is located in the Unspent Prior Budget as of May 2015 column) Total Financial Impact: ($4,536,400) Fiscal Year 2015 - 2016 Proposed Capital Improvement Program (CIP) Budget and Planning Guide City Council Presentation September 15, 2015 Proposed Capital Improvement Budget and Planning Guide Corpus Chr'sti Capital Programs • Purpose: To identify, prioritize, fund and construct capital projects. • Provides: Project scopes, cost and schedules for planned and anticipated projects over the next ten years. • Includes: Details specific information on projects programmed within the next three years. Proposed Capital Improvement Budget and Planning Guide Corpus Chr'sti Capital Programs Sections of the document: • Year One (Fiscal Year 2016) : A fully -funded work plan based on available financial capacity and greatest prioritized needs. • Short -Range Program: Facilitates fiscal and needs - based planning for Years 2 and 3. • Long -Range Forecast: Located at the back of each section and consists of items considered important, but not funded. FY '16 Proposed CIP Year One: • $190,587,200 • 175 Active projects Wastewater 25% Public H & S 0% Public Facilities 1% Parks 2% Water 22% Streets 18% Gas Water Supply 2% 8% Airport 10% Storm Water 12% Proposed Schedule of Adjustments CURRENT FY 2016 Public H & S CIP Cefe Valenzuela Wind Energy Development Citizens Collection Center Flour Bluff Area TOTAL FINANCIAL IMPACT: PROPOSED CHANGES Remove Remove Overall reduction of: Corpus Chr sti Capital Programs FINANCIAL IMPACT None (4,536,400.00) *(4,536,400.00) * These funds are located in the Unspent Prior Budget as of May 2015 column in the Public Health and Safety program. FY '16 Proposed CIP Corpus Chr sti Capital Programs QUESTIONS? Airport • Year One: $18,055,200 • Program Highlights: — Runway 13-31 Extension Safety Mitigation — Taxiway Reconfiguration — Air Operations Area Perimeter Fence Replacement • Funding Sources: — Federal Aviation Administration Grants — Customer Facility Charges — Certificates of Obligation Parks & Recreation • Year One: $3,210,000 • Program Highlights: — North Beach Re -Nourishment — Packery Channel Improvements, Phase 5 Pavilion — Packery Channel Miscellaneous Improvements — Completion of previously funded Bond 2012 projects • Funding Sources: — Texas General Land Office — Tax Increment Financing District Public Facilities • Year One: $2,000,000 • Program Highlights: — Comprehensive Facilities Improvements — Completion of previously funded Bond 2012 projects • Funding Sources: — Certificates of Obligation Public Health/ Safety • Year One: $0 • Program Highlights: — Completion of previously funded projects in the areas of: • Bond 2012 • J.C. Elliott and Cefe' Valenzuela Landfills • Seawall Improvement Projects • Funding Sources (FY 2015): — Bond 2012 General Obligation Bonds — Certificates of Obligation — Sales Tax Proceeds (Type A Board Funding) Streets • Year One: $33,435,200 (Utility Support: $31,718,500) • Program Highlights: — Old Robstown Road - State Highway 44 to Leopard Street (Bond 2014) — Yorktown Boulevard - Everhart Road to South Staples Street (Bond 2014) — Holly Road - Crosstown Freeway to Greenwood Drive (Bond 12) • Funding Sources: — Tax Notes — Bond 2014 General Obligation Bonds — Bond 2012 General Obligation Bonds — Texas Department of Transportation Grant Funding Gas • Year One: $3,980,300 • Program Highlights: — Gas Line Replacement / Extension Program — High Pressure Cathodic Protection Master Plan — West Side Interior Loop • Funding Sources: — Gas Revenue Bonds Storm Water • Year One: $23,528,300 • Program Highlights: — Lifecycle Pipe Rehabilitation and Replacement — Gollihar Outfall Repairs — Storm Water Master Plan • Funding Sources: — Storm Water Revenue Bonds — Storm Water Department Reserves Water Supply • Year One: $15,650,000 • Program Highlights: — City of Corpus Christi Pilot Desalination Program — Wesley Seale Instrumentation Testing and Replacement • Funding Sources: — Raw Water Supply Reserves — Water Revenue Bonds Water • Year One: $42,340,500 • Program Highlights: — Elevated Water Storage Tanks — ONS Water Treatment Plant High Service Building No. 3 — Support of Street Bond Projects • Funding Sources: — Water Revenue Bonds — Water Department Reserves Wastewater • Year One: $48,387,700 • Program Highlights: — Wastewater Treatment Plant Consolidation Plan — City-wide Collection System Assessment and Repair (SSOI) — Old Broadway Wastewater Treatment Plant Decommissioning — Support of Street Bond Projects • Funding Sources: — Wastewater Revenue Bonds — Wastewater Department Reserves 16 AGENDA MEMORANDUM Future Agenda Item for the City Council Meeting of September 15, 2015 Action Agenda Item for the City Council Meeting of September 22, 2015 DATE: 8/31/2015 TO: FROM: Ronald L. Olson, City Manager E. Jay Ellington, Director of Parks and Recreation JayEll@cctexas.com; 361-826-3464 FY16 Parks and Recreation fees CAPTION: Resolution adding new rental and recreational use fees for fiscal year 2015-2016 and providing for publication; effective date; and severance of the same. PURPOSE: Approve proposed new fees or fees increasing by more than 25% for Fiscal Year 2016. BACKGROUND AND FINDINGS: All new fees and fee increases have been included in the FY16 proposed budget as revenue. In the Athletics section, the youth volleyball team fee replaces registration by individual team members, and a Fall youth baseball season has been added. A successful pilot program in our Aquatics section, `Punch card' fees have been added. Punch cards provide 11 entry fees for the price of 10. A one dollar increase to our City Championship individual registration is included. Swim lessons (4 pack) were increased two years ago to $65 without any drop in participation. This resolution formalizes the increase. New fees related to the Oso Bay Wetland Preserve will go into effect with its opening in FY16. Categorized as a 'new' fee, Beach/Park Wedding permits have historically been treated as a `Small Special event'. There is no increase in Beach/Park Wedding permits as a separate fee. ALTERNATIVES: Do not approve resolution. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: City Council must approve all new fees, and fees increasing by more than 25%. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: Operating X Revenue Capital Not applicable Fiscal Year: 2015-2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 50,000.00 50,000.00 Encumbered / Expended Amount This item 0.00 0.00 BALANCE 50,000.00 50,000.00 Fund(s): General Fund Comments: Revenue projected from NEW fees have been included in the FY16 proposed budget. RECOMMENDATION: Approve the proposed resolution. LIST OF SUPPORTING DOCUMENTS: Resolution Exhibit A — FY16 New Fees, Fees Increasing More than 25% Attachment — FY16 Proposed Fee Schedule and Revenues for the Parks and Recreation Department Resolution adding new rental and recreational use fees for fiscal year 2015-2016 and providing for publication; effective date; and severance of the same. Whereas, Section 36-7 of the Code of Ordinances requires City Council approval, by motion or resolution, for creation of any new user fees, or increases of existing user fees by more than 25 percent, for parks and recreation department facility use; Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council approves new user fees, or increases in existing user fees by more than 25 percent, for parks and recreation department recreational use fees as shown in Exhibit A attached, for Fiscal Year 2015-16. Section 2. This resolution is effective October 1, 2015. Section 3. Publication will be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi, Texas. Section 4. The City Council intends that every section, paragraph, subdivision, phrase, word and provision of this resolution be given full force and effect for its purpose. If any section, paragraph, subdivision, clause, phrase, word or provision of this resolution is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, that judgment shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this resolution. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Nelda Martinez, Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn EXHIBIT A FY16 NEW FEES - Parks and Recreation Program Area Current Fee Proposed Fee Diff. PERCENT CHANGE Section 1. ATHLETICS Volleyball (youth) - per team per season S - S175.00 $ 1.00 NEW Baseball (youth) - Fall season $ - $275.00 $ 21.00 NEW Section 2. AQUATICS Punch card - Youth (buy 10, get 1 entry free) $ - $10.00 NEW Punch card - Adult $ - $30.00 NEW Punch card - Seniors $ - $12.50 NEW Section 5. OSO BAY WETLAND PRESERVE Multipurpose room rental, per hr, 2 hr minimum $ - $25.00 NEW Amphitheatre rental, per hr, 3 hr mimimum $ - $60.00 NEW Wedding, 6 hrs, 100 guests $ - $2,000.00 NEW Birthday party (indoor), per hr, 2 hr minimum $ - $25.00 NEW Birthday party (outdoor) per hr, 3 hr minimum $ - $60.00 NEW Photography rental, 2 hr shoot $ - $25.00 NEW Photography rental, photographer annual permit $ - $75.00 NEW Summer Camp Fee, per person per week $ - $120.00 NEW Organized school activities, per person $ - $3.00 NEW Private / guided hikes, per person per 1-1/2 hr tour $ - $3.00 NEW Section 10. SPECIAL SERVICES Beach / Park wedding $ - $ 100.00 NEW FY16 Fees Increasing More than 25% - Parks and Recreation Program Area Current Fee Proposed Fee Diff. PERCENT CHANGE Section 2. Aquatics City Championship Swim Meet $ 3.00 $ 4.00 $ 1.00 33.3% Swim Lessons $ 44.00 $ 65.00 $ 21.00 47.7% Parks and Recreation Department FY16 PROPOSED FEE SCHEDULE AND REVENUES DESCRIPTION FY14-15 PROPOSED FY15-16 Inc.> 25 z ii w z Section 1. ATHLETICS A. Adult Athletic Events: Includes awards and officials. Volleyball - Regular Season, 1 referee $ 125.00 per team per season $ 125.00 per team per season 0.0% Recreational League (Basketball, Softball, Flag Football, etc.) $ 400.00 per team $ 400.00 per team 0.0% B. Youth Athletic Events: Includes awards, and medical insurance. Middle school and High School girls Volleyball - regular season $ 25.00 per child, min. 6 per team $ 175.00 per team per season N Basketball Regular Season Athletics age 6 to 18 $ 65.00 per child $ 65.00 per child 0.0% Scholarship 1st child $ 30.00 per child $ 30.00 per child 0.0% Scholarship each additional child $ 25.00 per child $ 25.00 per child 0.0% Late registration fee $ 15.00 per child $ 15.00 per child 0.0% High School Varsity Boys & Girls Basketball League $ 350.00 per team $ 350.00 per team 0.0% City Basketball registration fees may be adjusted based on the cost to the City for gymnasium rentals. No post season tournament Girls Fast pitch Regular Season, w/playoff $ 350.00 per team per season $ 350.00 per team per season 0.0% Late registration fee $ 25.00 per team per season $ 25.00 per team per season 0.0% Youth Baseball Summer season, with top 50% in each division playoffs $ 525.00 per team per season $ 525.00 per team per season 0.0% Late registration fee $ 25.00 per team per season $ 25.00 per team per season 0.0% Fall season $ 275.00 per team per season N C. Tournament Events Basketball $ 150.00 per team $ 150.00 per team 0.0% Basketball - Multiple teams $ 125.00 per team $ 125.00 per team 0.0% Baseball -18 & up $ 375.00 per team $ 375.00 per team 0.0% Baseball - 16 & up $ 375.00 per team $ 375.00 per team 0.0% Baseball - 14 & up $ 300.00 per team $ 300.00 per team 0.0% Baseball - 12 & up $ 250.00 per team $ 250.00 per team 0.0% Baseball - 10 & up $ 200.00 per team $ 200.00 per team 0.0% D. Athletic Field Rentals Dick Runyan / Paul Jones Youth Rental fee per field $ 45.00 per hour $ 45.00 per hour 0.0% Youth Baseball Field Tournament Rental Fee $ 300.00 per field per day $ 300.00 per field per day 0.0% Westside - whole complex (youth only) $ 800.00 per day $ 800.00 per day 0.0% Adult Rental fee per field $ 55.00 per hour $ 55.00 per hour 0.0% Adult Tournament/Camp Rentals fee per day $ 30.00 per hr per field $ 30.00 per hr per field 0.0% Adult Tournament/Camp Rentals fee per day $ 350.00 per field per day $ 350.00 per field per day 0.0% 1 DESCRIPTION FY14-15 PROPOSED FY15-16 Inc.> 25 z w z Greenwood Softball Complex Youth Rental fee per field $ 40.00 /hr $ 40.00 /hr 0.0% Adult Rental fee per field $ 50.00 /hr $ 50.00 /hr 0.0% Youth/Adult Tournament Rentals fee $ 250.00 per day per field $ 250.00 per day per field 0.0% Multiple teams/multiple tourney rental fee with more than 40 teams $ 100.00 per day per field $ 100.00 per day per field 0.0% Multiple teams rental fee with more than 40 teams $ 150.00 per day per field $ 150.00 per day per field 0.0% Salinas Multipurpose Complex Pavilion Rental $ 120.00 per 4 hours $ 120.00 per 4 hours 0.0% Youth Rental fee per field $ 40.00 /hr $ 40.00 /hr 0.0% Adult Rental fee per field $ 50.00 /hr $ 50.00 /hr 0.0% Football Youth/Adult Tournament Rentals fee (less than 40 teams) $ 250.00 per day per field $ 250.00 per day per field 0.0% Soccer Youth/Adult Tournament Rentals fee (less than 40 teams) $ 250.00 per day per field $ 250.00 per day per field 0.0% Multiple teams/multiple tourney rental fee with more than 40 team: $ 100.00 per day per field $ 100.00 per day per field 0.0% Multiple teams rental fee with more than 40 teams $ 150.00 per day per field $ 150.00 per day per field 0.0% E. Gymnasiums Rentals Youth Basketball tournament rental (10 hr. Max) $ 330.00 per day $ 330.00 per day 0.0% Additional hours $ 35.00 per hour $ 35.00 per hour 0.0% Staff Utility and Building Fee $ 75.00 per rental $ 75.00 per rental 0.0% Security Deposit per gym $ 50.00 per rental, per gym $ 50.00 per rental, per gym 0.0% F. Court practice time for Ben Garza & Corpus Christi Gym during regular hours, one-hour limit 1/2 court - youth $ 20.00 per hour $ 20.00 per hour 0.0% Full court - youth $ 30.00 per hour $ 30.00 per hour 0.0% 1/2 court - adults $ 25.00 per hour $ 25.00 per hour 0.0% Full court - adults $ 40.00 per hour $ 40.00 per hour 0.0% Ben Garza Gym Gym $ 125.00 /4 hrs $ 125.00 /4 hrs 0.0% Weight room $ 55.00 /4 hrs $ 55.00 /4 hrs 0.0% Entire facility $ 150.00 /4 hrs $ 150.00 /4 hrs 0.0% Additional hours $ 35.00 /hr $ 35.00 /hr 0.0% Corpus Christi Gym Gym $ 200.00 /4 hrs $ 200.00 /4 hrs 0.0% Additional hours $ 35.00 /hr $ 35.00 /hr 0.0% G. Youth Sports Camps (Instructor/City portions) $ 60.00 per child $ 60.00 per child 0.0% H. Athletics class fee split (Instructor/City split) 65% Instructor / 35% City 65% Instructor / 35% City 0.0% 2 DESCRIPTION FY14-15 PROPOSED FY15-16 Inc.> 25 z L..1 z Section 2. AQUATICS A. General Admission Youth 17 & under $ 1.00 each $ 1.00 each 0.0% Adults 18 - 59 $ 3.00 each $ 3.00 each 0.0% Seniors 60 & over (all pools) $ 1.25 each $ 1.25 each 0.0% Greenwood Pool Slide Wristband $ 1.00 each $ 1.00 each 0.0% B. Punch Card (11 admissions) Youth $ 10.00 each N Adult $ 30.00 each N Senior $ 12.50 each N Annual Swim Passes Youth $ 187.50 $ 187.50 0.0% Adult $ 350.00 $ 350.00 0.0% Senior $ 250.00 $ 250.00 0.0% Seasonal Swim Passes (Spring, Summer & Fall*) Youth $ 62.50 $ 62.50 0.0% Adult $ 135.00 $ 135.00 0.0% Senior $ 90.00 $ 90.00 0.0% Family (minimum of 4 members) $ 275.00 $ 275.00 0.0% U.S. Swim Team Member (per season - short & long course) Youth $ 95.00 $ 95.00 0.0% Adult $ 165.00 $ 165.00 0.0% * Spring: January 1 to April 30 Summer: May 1 to August 31 Fall: September 1 to December 31 C. City Swim Leagues City TAAF Swim League $ 60.00 $ 60.00 0.0% City TAAF Scholarship fee per session per child $ 30.00 $ 30.00 0.0% TAAF Regional Swim Meet $ 6.00 $ 7.00 16.7% TAAF Regional Swim Meet (relay) $ 12.00 $ 14.00 16.7% City Championship Swim Meet $ 3.00 $ 4.00 33.3% City Championship Swim Meet (relay) $ 8.00 $ 10.00 25.0% TAAF State Swim Meet Entries (fee is set by TAAF) D. Visiting Leagues Red & Green league $ 5.00 $ 5.00 0.0% Blue & Gold league $ 5.00 $ 5.00 0.0% E. Family Night Swim Five person family $ 7.50 Per family $ 7.50 Per family 0.0% F. Splash Parties - 2 hours Outdoor pools 1 - 50 (Number of persons) $ 200.00 $ 200.00 0.0% 51 - 100 $ 250.00 $ 250.00 0.0% 101 - 150 $ 300.00 $ 300.00 0.0% 151 - 200 $ 350.00 $ 350.00 0.0% 201 - 250 $ 400.00 $ 400.00 0.0% 251 & up $ 450.00 $ 450.00 0.0% Natatorium 1 - 50 (Number of persons) $ 250.00 $ 250.00 0.0% 51 - 100 $ 300.00 $ 300.00 0.0% 101 - 150 $ 350.00 $ 350.00 0.0% 151 - 200 $ 400.00 $ 400.00 0.0% 201 - 250 $ 450.00 $ 450.00 0.0% 251 - 300 $ 500.00 $ 500.00 0.0% 300 & up $ 550.00 $ 550.00 0.0% 3 DESCRIPTION FY14-15 PROPOSED FY15-16 Inc.> 25 z z Green wood & HEB Pools 1 - 50 (Number of persons) $ 300.00 $ 300.00 0.0% 51 - 100 $ 350.00 $ 350.00 0.0% 101 - 150 $ 400.00 $ 400.00 0.0% 151 - 200 $ 450.00 $ 450.00 0.0% 201 - 250 $ 500.00 $ 500.00 0.0% 251 - 300 $ 550.00 $ 550.00 0.0% 300 & up $ 600.00 $ 600.00 0.0% G. Swimming Pool Reservation Agreement Fees (swim teams/instruction) Lane rental 25 yard/meters per lane per hour $ 5.00 $ 5.00 0.0% 25 yard/meters pool per hour $ 40.00 $ 40.00 0.0% 50 meters per lane per hour $ 10.00 $ 10.00 0.0% 50 meters pool per hour $ 80.00 $ 80.00 0.0% H. Special Usage Fee (training room) $ 30.00 $ 30.00 0.0% I. Deposit (refundable cleanup deposit) $ 250.00 $ 250.00 0.0% J. Additional City Staff (fees do not include set up or additional lifeguards) Facility set up $ 50.00 $ 50.00 0.0% Lifeguards $ 16.00 $ 16.00 0.0% Computer Operator $ 20.00 $ 20.00 0.0% Timing Operator $ 20.00 $ 20.00 0.0% Laptop usage fee for swim meets $ 150.00 $ 150.00 0.0% K. One Timing System (for out-of-city teams) One day $ 400.00 $ 400.00 0.0% Two days $ 600.00 $ 600.00 0.0% Three days $ 750.00 $ 750.00 0.0% L. Two Timing Systems (for out-of-city teams) One day $ 525.00 $ 525.00 0.0% Two days $ 725.00 $ 725.00 0.0% Three days $ 875.00 $ 875.00 0.0% M. Swimming Pool Instruction Fees Private swim lesson '4-pack' $ 44.00 $ 65.00 47.7% Scholarship fee per session per child $ 30.00 $ 30.00 0.0% Water Aerobics $ 4.00 $ 4.00 0.0% Water Aerobics punch card $ 24.00 $ 24.00 0.0% Red Cross Classes Jr. Lifeguard Camp $ 60.00 $ 60.00 0.0% Lifeguard Classes $ 150.00 $ 150.00 0.0% Water Safety Instruction Training $ 175.00 $ 175.00 0.0% Lifeguard Instructor Training $ 175.00 $ 175.00 0.0% 4 DESCRIPTION FY14-15 PROPOSED FY15-16 Inc.> 25 z z w z Section 3. TENNIS A. Annual/Semi-annual Fees Adult annual $ 160.00 $ 160.00 0.0% Adult semi-annual $ 110.00 $ 110.00 0.0% Youth annual $ 75.00 $ 75.00 0.0% Youth semi-annual $ 60.00 $ 60.00 0.0% Family annual $ 300.00 $ 300.00 0.0% Family semi-annual $ 160.00 $ 160.00 0.0% Family semi-annual plus $ 275.00 $ 275.00 0.0% Three month pass for Non -Texas residents only $ 60.00 / three mos $ 60.00 / three mos 0.0% B. Court Fees Per player (without permit) $ 3.00 $ 3.00 0.0% Per player (tennis league $ 1.80 $ 1.80 0.0% C. Civic & Corporate tournaments HEB max 22 courts $ 4.00 $ 4.00 0.0% Al Kruse max 8 courts $ 4.00 $ 4.00 0.0% D. Sanctioned Tournaments HEB max 22 courts $ 175.00 $ 175.00 0.0% Family court permit/year $ 300.00 $ 300.00 0.0% Al Kruse max 8 courts $ 90.00 $ 90.00 0.0% Family court permit/year $ 160.00 $ 160.00 0.0% School team matches and tournaments $ 2.50 $ 2.50 0.0% E. HEB Covered Court Pavilion Fees Per person Monday through Friday: 8:00 am - 5:00 pm Singles $ 7.00 $ 7.00 0.0% Doubles $ 7.00 $ 7.00 0.0% 5:00 pm - 9:30 pm Singles $ 7.00 $ 7.00 0.0% Doubles $ 7.00 $ 7.00 0.0% Per person weekends: Saturday 9:00 am - 2:00 pm Singles $ 7.00 $ 7.00 0.0% Doubles $ 7.00 $ 7.00 0.0% Sunday 1:00 pm - 6:00 pm Singles $ 7.00 $ 7.00 0.0% Doubles $ 7.00 $ 7.00 0.0% Lesson Fees: Private $ 4.50 $ 4.50 0.0% Semi -Private $ 2.25 $ 2.25 0.0% Group $ 2.00 $ 2.00 0.0% F. Lessons Private & semi -private lesson court fee $ 1.50 $ 1.50 0.0% Group lesson court fee $ 1.00 $ 1.00 0.0% Pro shop sales 5 DESCRIPTION FY14-15 PROPOSED FY15-16 Inc.> 25 z w z Section 4. RECREATION CENTER RENTALS Facility rental fees below include staff supervision and cleanup Staff Utility and Building Fee $ 75.00 $ 75.00 0.0% Additional hour rate for all facilities $ 35.00 $ 35.00 0.0% Deposit for all facilities $ 100.00 $ 100.00 0.0% Non -Profit Organizations 501(C)(3) or other community organizations $ 45.00 PER HOUR $ 45.00 PER HOUR 0.0% NOTE: Fees will be charged only during non -regular hours of operations and/or conflict with regularly scheduled activities. Proof of non-profit status A. Oak Park Recreation Center hours which do not Entire Facility $ 150.00 4 HOURS $ 150.00 4 HOURS 0.0% B. Joe Garza Recreation Center Entire Facility $ 175.00 4 HOURS $ 175.00 4 HOURS 0.0% C. Oso Recreation Center Entire Facility $ 290.00 4 HOURS $ 290.00 4 HOURS 0.0% D. Lindale Recreation Center Entire Facility $ 300.00 4 HOURS $ 300.00 4 HOURS 0.0% E. Coles Gym Adult - Full Court $30.00 PER HOUR $30.00 PER HOUR 0.0% Youth - Full Court $25.00 PER HOUR $25.00 PER HOUR 0.0% Gym $150.00 4 HOURS $150.00 4 HOURS 0.0% F. Recreation centers class fee split: Specialist/City Section 5. OSO BAY WETLAND PRESERVE A. Rentals Facility rental fees below include staff supervision and cleanup Staff Utility and Building Fee $ 75.00 $ 75.00 0.0% Deposit for all facilities $ 150.00 $ 150.00 0.0% Multipurpose room, 2 hr minimum $ 25.00 per hour N Amphitheatre, 3 hr minimum $ 60.00 per hour N Wedding, 100 guests $ 2,000.00 6 hours N Birthday party -indoor, 2 hr minimum $ 25.00 per hour N Birthday party -outdoor, 3 hr minimum $ 60.00 per hour N Photography rental, 2 hr shoot $ 25.00 2 hours N Photographer permit, annual $ 75.00 annually N B. Summer Camp - M -F 8a -12p, 9-14 year olds $ 120.00 per person N C. School -oriented activity fee $ 3.00 per person N Private / Guided hike, 1-1/2 hour $ 3.00 per person N 6 DESCRIPTION FY14-15 PROPOSED FY15-16 Inc.> 25 z z Section 6. PARK AND FACILITY RENTALS A. Pavilions, Watergarden and Amphitheater Rentals West Guth Pavilion $ 150.00 $ 150.00 0.0% Key deposit $ 25.00 $ 25.00 Parker Pavilion $ 100.00 $ 100.00 0.0% Watergarden $ 200.00 4 hours $ 200.00 4 hours 0.0% Artesian Park $ 100.00 4 hours $ 100.00 4 hours 0.0% Amphitheater For profit rate $ 400.00 4 hours $ 400.00 4 hours 0.0% Non-profit rate $ 250.00 4hours $ 250.00 4hours 0.0% Additional hours (Watergarden, Artesian, Amphitheater) $ 50.00 additional $ 50.00 additional 0.0% Bayfront Park ($1,000 deposit) $ 2,500.00 /4 hrs $ 2,500.00 /4 hrs 0.0% Each additional hour $ 250.00 /hr $ 250.00 /hr 0.0% B. Cultural Services Room Rentals (Galvan House) Regular Business Hours are Monday-Thursday, 9:00 to 5:00 p.m. Friday, 9:00 a.m.-2:00 p.m., Saturday, 11:00 a.m. to 2:00 p Non -Business Hours are Monday-Thursday, 5:30-midnight Friday, 2:00 p.m. to midnight; Saturday, 8:30-11:00; 2:00-midnight and all day Sunday Items marked * require an additional charge of $75 during Holiday Season for decorations. The Holiday season lasts from Thanksgiving through the first week in January. First floor of Galvan House m. $ 400.00 4 hours $ 400.00 4 hours 0.0% Meeting Rooms $ 100.00 4 hours $ 100.00 4 hours 0.0% Bridal Suite $ 100.00 4 hours $ 100.00 4 hours 0.0% Kitchen $ 400.00 4 hours $ 400.00 4 hours 0.0% Rose Garden $ 400.00 4 hours $ 400.00 4 hours 0.0% Courtyard $ 600.00 4 hours $ 600.00 4 hours 0.0% The Plaza $ 400.00 4 hours $ 400.00 4 hours 0.0% Non -business hour rentals $ 100.00 event/rental $ 100.00 event/rental 0.0% Full package: (First floor, Courtyard, Rose Garden Plaza & Kitchen) $ 1,200.00 /8 hrs $ 1,200.00 /8 hrs 0.0% Partial package: (Courtyard, Rose Garden & Kitchen) $ 800.00 /5 hrs $ 800.00 /5 hrs 0.0% Partial package: (Courtyard, First Floor & Kitchen) $ 900.00 /5 hrs $ 900.00 /5 hrs 0.0% Partial package: (First Floor, Rose Garden & Kitchen) $ 700.00 /5 hrs $ 700.00 /5 hrs 0.0% Cultural Services Room Rentals Additional Hours for Rental $ 100.00 $ 100.00 0.0% Change of Date Fee $ 75.00 $ 75.00 0.0% Change during final two weeks $ 100.00 $ 100.00 0.0% Rehearsal Fee $ 100.00 $ 100.00 0.0% Run/walk - Heritage Park (Plaza Only) $ 250.00 /4 hrs $ 250.00 /4 hrs 0.0% Each additional hour $ 50.00 /hr $ 50.00 /hr 0.0% C. Festival Fees Heritage Park $ 2,000.00 $ 2,000.00 0.0% Heritage Park [non-profit festivals] $ 1,000.00 $ 1,000.00 0.0% Commercial Photographic Session $ 100.00 $ 100.00 0.0% Non-refundable reservation deposit (applied to invoice if event is held) $ 200.00 $ 200.00 0.0% D. Historical tour fees Adults $ 6.00 $ 6.00 0.0% Children (under 12) $ 2.00 $ 2.00 0.0% E. Cooking Demonstrations $ 8.00 $ 8.00 0.0% F. City percentage of gallery sales 25% 25% 0.0% G. City percentage from caterer 10% 10% 0.0% 7 DESCRIPTION FY14-15 PROPOSED FY15-16 Inc.> 25 z z Section 7. SENIOR CENTER RENTALS Facility rental fees below include staff supervision and cleanup 'Entire Facility' rate includes a 10% discount Additional hour rate for all facilities $ 55.00 $ 55.00 . 0.0% B333Set up Fee (one-time non-refundable) $ 75.00 $ 75.00 . 0.0% Deposit (required for all recreational facilities) $ 150.00 $ 150.00 . 0.0% A. Non-profit Organizations - 501(C)(3) or other community groups. Meeting space - per room $ 55.00 $ 55.00 . 0.0% Fee will be charged only during non-regular hours of operations and/or hours which do not conflict with regularly scheduled activities. Proof on non-profit status required. B. Ethel Eyerly Senior Center Small Social Hall $ 182.00 $ 182.00 . 0.0% Large Social Hall $ 248.00 $ 248.00 . 0.0% The Large Social Hall will be made available to the general public only when not in use by senior citizens groups. Senior citizens groups have priority. Entire Facility - (excluding meeting room) $ 429.00 $ 429.00 . 0.0% C. Lindale Senior Center Large Dining Room $ 248.00 $ 248.00 . 0.0% Small Dining $ 165.00 $ 165.00 . 0.0% Room 3 $ 83.00 $ 83.00 . 0.0% Library - (no food allowed in room) $ 66.00 $ 66.00 . 0.0% Patio $ 40.00 $ 40.00 . 0.0% Entire Facility (excluding pool room) $ 506.00 $ 506.00 . 0.0% D. Greenwood Senior Center Large Dining Room $ 248.00 $ 248.00 . 0.0% Small Dining $ 165.00 $ 165.00 0.0°k Patio $ 40.00 $ 40.00 . 0.0% Room #3 $ 66.00 $ 66.00 0.0°k Entire Facility (excluding pool room & Rm #2) $ 429.00 $ 429.00 . 0.0% E. Garden Senior Center Bluebonnet Room $ 292.00 $ 292.00 . 0.0% Pecan Tree Room $ 171.00 $ 171.00 . 0.0% Crepe Myrtle Room $ 121.00 $ 121.00 . 0.0% Pecan Tree & Crepe Myrtle Room combined (open partition) $ 209.00 $ 209.00 . 0.0% Patio $ 40.00 $ 40.00 . 0.0% Entire Facility (excluding Wellness Room/Saera Loeb) $ 528.00 $ 528.00 . 0.0% Resource Center) F. Zavala Senior Center Activity Room $ 200.00 $ 200.00 . 0.0% Meeting Room $ 115.00 $ 115.00 . 0.0% Entire Facility $ 280.00 $ 280.00 . 0.0% G. Broadmoor Senior Center Meeting Room $ 72.00 $ 72.00 . 0.0% Community Room $ 248.00 $ 248.00 . 0.0% Entire Facility (excluding Library Room) $ 288.00 $ 288.00 . 0.0% H. Oveal Williams Center Community Room $ 292.00 $ 292.00 . 0.0% Conference Room $ 77.00 $ 77.00 . 0.0% Classroom 1 $ 127.00 $ 127.00 . 0.0% Entire Facility - (Excluding Card Room & Arts & Crafts Room) $ 446.00 $ 446.00 . 0.0% I. Northwest Senior Center Activity Room $ 292.00 $ 292.00 . 0.0% Meeting Room $ 127.00 $ 127.00 . 0.0% Arts & Crafts $ 99.00 $ 99.00 . 0.0% Entire Facility $ 468.00 $ 468.00 1 1' . Patio $ 40.00 $ 40.00 0.0% J. Senior centers class fee split: Specialist/City (65% Specialist / 35 Sr Ctr Instruction Fee - new code Sr Ctr Instruction Fee - new code 0.0% 8 DESCRIPTION FY14-15 PROPOSED FY15-16 Inc.> 25 z z Section 8. YOUTH PROGRAM A. Summer Recreation Program (drop in) Monday - Friday, 11 a - 4p (8 weeks) Not offered Not offered 0.0% B. Spring Break Program Teen Trekkers Not offered Not offered 0.0% Xtreme Break camp Not offered Not offered 0.0% Section 9. LATCHKEY A. School Year (from end of school day to 6:00 p.m.) Monthly fee, 1st child $ 89.00 $ 89.00 0.0% Monthly fee, each additional child $ 74.00 $ 74.00 0.0% Prorated months - 1st child $ 77.00 x 3 months $ 77.00 x 3 months 0.0% Prorated months - additional child $ 67.00 x 3 months $ 67.00 x 3 months 0.0% Monthly flat fee $ 15.00 June $ 15.00 June 0.0% Registration involving 10 school days or less $ 50.00 $ 50.00 0.0% Scholarship fee $ 50.00 $ 50.00 0.0% Daily drop in fee $ 15.00 $ 15.00 0.0% Late child pick-up (per 15 minutes) per family $ 10.00 $ 10.00 0.0% Late payment fee (after the 1st) per family $ 20.00 $ 20.00 0.0% B. Summer Latchkey Program Weekly fee per child $ 79.00 $ 79.00 0.0% Scholarship per child $ 50.00 $ 50.00 0.0% Late payment fee (after 1st business day of week) per family $ 20.00 $ 20.00 0.0% Lunch Fee (for sites NOT qualifying for FREE lunch program) $ 15.00 $ 15.00 0.0% Daily Fee $ 20.00 $ 20.00 0.0% Vacation Station per child $ 18.00 $ 18.00 0.0% Scholarship per child $ 15.00 $ 15.00 0.0% Section 10. SPECIAL SERVICES A. Permits and Miscellaneous Special Event Application Fee (non-refundable) $ 50.00 $ 50.00 Small Special Event Permit (0-500 attendees) $ 100.00 $ 100.00 0.0% Small Special Event clean-up deposit $ 250.00 $ 250.00 Medium Special Event Permit (500-1000 attendees) $ 200.00 $ 200.00 0.0% Medium Special Event clean-up deposit $ 500.00 $ 500.00 Large Special Event Permit (greater than 1,000 attendees) $ 400.00 $ 400.00 0.0% Large Special Event clean-up deposit $ 1,000.00 $ 1,000.00 Beach / Park wedding $ - $ 100.00 N B. Vendor Permits Skatepark $ 350.00 per month $ 350.00 per month 0.0% Gulf Beach Vendor (Fixed) $ 200.00 per month $ 200.00 per month 0.0% Gulf Beach Vendor (Mobile) $ 50.00 per month $ 50.00 per month 0.0% CC Beach and McGee Beach (Fixed) _ $ 150.00 per month $ 150.00 per month 0.0% CC Beach and McGee Beach (Mobile) $ 50.00 per month $ 50.00 per month 0.0% Vendors for Special Events $ 150.00 per day $ 150.00 per day 0.0% Inflatable games vendor $ 200.00 annually $ 200.00 annually 0.0% C. LaBonte Park - 3-day camping permit for designated holidays * $ 25.00 /3-day permit $ 25.00 /3-day permit 0.0% * Easter, Memorial Day, 4th of July, Labor Day Only 2 consecutive permits or 6 days / month D. Daily vehicle entry fee $2.00 /vehicle / day $2.00 /vehicle / day 0.00% Entry to community parks for Holiday weekends or special events Section 11. JUVENILE ASSESSMENT CENTER A. Urine Analysis screening for court ordered and voluntary case management "cases". $ 18.00 /each $ 18.00 /each 0.0% 9 DESCRIPTION FY14-15 PROPOSED FY15-16 Inc.> 25 Y. z ii w z Section 12. PILOT PROGRAMS The Parks and Recreation Department is authorized to implement pilot programs based on community requests and trends. Cost recovery will not exceed 40% for youth programs (excluding Latchkey.) Section 13. SCHOLARSHIP FEES Scholarships as shown are provided to youth based on financial need for program activities. Eligibility criteria is the same as used by school districts for the free/reduced-cost lunch program. Section 14. REFUND POLICY Refunds for all Parks and Recreation fees will only be processed for a period up to thirty (30) days from the date of payment. These fees and charges are effective October 1, 2015. APPROVED: September 30, 2015 Susan K. Thorpe, Assistant City Manager 10 CORPUS CHRISTI PARKS& RECREATION Parks and Recreation Proposed New and Increased Fees for FY16 Council Presentation September 15, 2015 New Fees 4 CORPUS CHRISTI PARKS& N EGA EAT ION • At h l et i cs - Vo I I eybal I team fee replaces registration by individual team members, and a Fall youth baseball season has been added. • New fees related to the Oso BayWetland Reserve will go into effect with its opening in FY16. • Categorized as a'new' fee, Beach/Par k Wedding permits have historically been treated as a`Snall qoecial event'. There is no increase in Beach/Park Wedding permits as a separate fee. Fee Increases Exceeding 25% 4 CORPUS CHRISTI PARKS& RECREATION AQUATICS A successful pilot program in our Aquatics section, `Punch card' fees have been added. Punch cards provide 11 entry fees for the price of 10. A one dollar increase to our City Championship individual registration is included. 33.3%increase Swim lessons (4 pack) were increased two years ago to $65 without any drop in participation.This resolution formalizes the increase. 47.7% increase AGENDA MEMORANDUM Future Item for the City Council Meeting of September 15, 2015 Action Item for the City Council Meetina of September 22. 2015 DATE: TO: September 4, 2015 Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P.E., Assistant City Manager GustavoGoAcctexas.com (361) 826-3897 Valerie H. Gray, P.E., Executive Director of Public Works ValerieG(a�cctexas.com (361) 826-3729 FROM: Jeffrey Edmonds, P. E., Director of Capital Programs JeffreyE(a�cctexas.com (361) 826-3851 Approval of Professional Services Contracts Capital Programs Staff Augmentation CAPTION: Motion authorizing the City Manager, or designee, to execute Professional Services Agreements (PSAs) totaling in the amount of $2,596,695 to provide necessary staff augmentation to the Capital Programs Department. PURPOSE: The purpose of this Agenda Item is to award PSAs to various NE consultants in order to provide engineering services in support of the Capital Programs Department. BACKGROUND AND FINDINGS: Capital Programs has historically used a blend of in-house and contracted staff resources to accomplish its mission of keeping projects on schedule. Capital Programs is charged with the procurement of professional engineering, architecture and construction services related to execution of the Bond and Capital Improvements Programs. Currently, 367 active Capital Improvement and Bond Projects are in the planning, design, bid/acquisition, construction and closeout phases with a total current project workload value of approximately $380 Million. The projects include streets, utilities, buildings, parks & recreation facilities, Marina, American Bank Center, Seawall, CCIA and other areas of the City system. 1 The Department of 73 FTEs currently has 24 vacancies: a 33% vacancy rate. Of the 24 vacancies, 20 (83%) are directly associated with the Project and Construction Management groups. The Project Management group is at a 58% vacancy rate and Construction Management has a 41% vacancy rate. The Department has had limited success in filling vacant positions, primarily due to an inability to compete in the market place with private sector. Key positions such as Major Project Engineer and Construction Inspection have remained vacant for more than six months because of limited qualified applicants and recent offers to applicants have been declined as a result of the positions' pay scales. Because of these recruiting difficulties as well as increased staff demands, Capital Programs has supplemented its vacancy rate on a short term basis with contracted experienced professional resources. These resources do City work that is not project specific. As well, 7 professionals provide upper management services such as construction management and plan review, services for which no FTE position exists. Several of these staff augmentation contracts are currently expiring and require renewal to maintain conformance with published schedules. Large contracts are needed in order to maintain these services while recruiting efforts continue. This item is seeking approval of multiple time and material contracts for not -to -exceed amounts for professional services in support of Capital Programs projects currently underway as well as projects scheduled to begin during the upcoming year. The total not -to -exceed amount of the PSAs (approximately $2.6 Million) represents less than 1% of the total $380 Million total Capital Programs current total project workload value and equates to approximately twelve months of support. The recommended list of consultants to provide staff augmentation services is as follows: Contractor # of Positions Contract Amount R H Shackleford 7 $1,262,087 Freese & Nichols 2 $363,168 AGCM, Inc. 2 $428,480 Naismith Engineering 1 $162,240 Linda Gurley 1 $141,440 L J A (formerly RVE) 1 $88,920 Vicki Marsden 1 $87,360 ECMS, LLC 1 $63,000 TOTAL 16 $2,596,695 The staff procured through the staff augmentation contracts will be managed in a very similar fashion to City Employees. The augmentees are expected to maintain regular business hours on their assigned days of work and to complete required deliverables in the same fashion as a City Employee performing in the same capacity. For example, Project Managers will enter project data and metrics into the Engineering project management database, EPM Live, and Construction Inspectors will complete daily reports on standard City forms. Plan reviewers will complete design review checklists and comment sheets that are submitted to Project Managers when reviews are completed. ALTERNATIVES: 1. Authorize execution of the Professional Services Agreements. 2. Do not authorize execution of the Professional Services Agreements. (Not Recommended) 2 OTHER CONSIDERATIONS: Staff will, during the term of these PSAs, evaluate and amend current recruiting strategies in order to increase the success rate on filling department vacancies. The Capital Programs Department will also undergo an operational assessment with a goal of using the results to improve department operations. CONFORMITY TO CITY POLICY: This conforms to city policy for procurement of professional services. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Capital Programs Department FINANCIAL IMPACT: X Operating ❑ Revenue XCapital ❑ Not applicable Fiscal Years 2014 - 2015 Current Year 2015 — 2016 TOTALS Line Item Budget Encumbered/Expended Amount This item $2,596,695 $2,596,695 Future Anticipated Expenditures BALANCE Fund(s): Street & Utility CIP and Capital Programs Operational Comments: Contractor services will be charged to various projects in accordance with hours worked in support of each project. RECOMMENDATION: City staff recommends that execution of the PSAs to augment Capital Programs staff be approved. LIST OF SUPPORTING DOCUMENTS: Presentation 3 41111.° Corpus Chr sti Capital Programs Capital Programs Staff Augmentation Council Presentation September 15, 2015 Project Risk In Project Management Presented To Council - February 2015 Corpus Chr sti Capital Programs Actions Taken: • Identified risks to projects based on industry ideal for number of projects a Project Manager should manage MName mber of Projects unding for Projects Mean January 2014: 8 FTE Project Managers Current: 3 FTE & 3 PT Project Managers Future Actions: Total Construc ion Cost Tat uPlus Reimburables Labor usrReimbursables/Construction< st Percentage 0% TIME PROJECT/PERI/PEEK Allorated Hou rs Per W ek Per Protect Allocated Minutes Per Day Per Project HourConstructionCostPer 00,10616800 Cost Per Minute WRisk) (RISK) Grace G Jamie P James H Daniel D John Will B(CDBG) Grace M Alex B 34 22 83 38 50 13 5120,848,200.00 $16,109,734.08 $5 7 7.00 9331,320,500.00 $43,635000.00 5231,937.00 513,600,000.00 $7,497,500.00 $3,554,358.82 5732,260.64 56 0.20 $8,718,960.53 $4,848,333.33 $182,984.25 5272,000.00 5576,730.77 918,127,230.00 92,416,460.11 580,660, $49,698,075.00 96,54 250.00 590,636,150.00 512,082,300.56 $403,302,2 5248,490,375.00 532,726,250.00 5109,790.55 92,040,000.00 91,124,625.00 9548,952.75 910,200,000.00 95,623,125.00 9604,241.00 94,229,687.00 97,250,892.00 9120,848,200.00 990,636,150.00 94,833,928.00 90.05 980,548.67 92,688,681. 9563,840.69 918,820,769. 91,656,602.50 921 175.00 31, 506,217 50 91,527 225.00 Grace G 1.2 71 53 021205.00 550.353.42 • Aggressively recruit good talertt'maleprojetts perPM perweek (Shrs= day per protect) x optimal=16 Prot.,. per PM • Fill vacant positions xnPbmal-26 aromas per PM • Pursue external sources to supe 4 i 00 PM critical positions as workload increases Over utilized Over utilized Over utilized $13,443,406.68 At Risk Per Hour For Project Manager (Streets) Due To High Workload 93,659.69 925,617.80 943,916.22 675.00 9662,402.99 250.00 400.00 90.05 968,000.00 9476,000.00 9816,000.00 912,308,000.00 9548,952.75 910,200,000.00 529,277.48 9544,000.00 90.05 90.05 $37,487.50 9262,412.50 5449,850.00 96,785,237.50 95,623,125.00 9299,900.00 90.05 267 875.00 181.25 Will 13 KCMG) 600 918 304.97 Grace PA 5340 0.000.00 Alex B 3. 51 7.50 53,123.96 or l00% utilization 3% -113% 1% 9446 6% 79% 21% G. 3996 96% -196% 44% 32, 10%� 25% 75% 89% 75% 8696 179. 19% 46. 541-95 36% 64% Baseline Audit — Vicki Marsden. Workload 41Ali Corpus Chr sti Capital Programs ➢ $380M in current project workload value ✓ Includes $190M FY2016 CIP Proposed Budget ✓ $190M previously approved for projects ✓ Does not include projects requested by operating departments ➢ Currently managing 367 active projects ✓ In design, bid, or construction status ✓ Bond 2004, 2008, 2012, 2014 Projects ✓ Utility Projects ✓ Facilities Projects ✓ Other Client Department Projects Problem 41Ali Corpus Chr sti Capital Programs ➢ Staffing Resources: ✓ 33% Vacancy Rate (24 of 73 FTEs) o 20 Vacancies in Project & Construction Management o 4 in other department functions ✓ Key positions vacant more than 6 months o Major Project Engineers o Construction Inspectors ✓ Constraints: o Cannot compete with outside market Temporary Solution 41Ali Corpus Chr sti Capital Programs Contracted Services: ➢ Existing - ✓ Began contracting staff augmentation for vacant positions ✓ Contracted personnel perform in the role of vacant positions ✓ Increased workload necessitated addition of resources ➢ Proposed - ✓ Vacancy rate has not improved for key positions ✓ Additional contract resources allows for continued work on active projects at existing level of service ✓ Upcoming project implementations require increased resources Department Vacancy Rates Corpus Chr'sti Capital Programs Department Summary 19 — Proj. Mgmnt. 22 — Constr. Mgmnt. 32 — Support, Land Aco., Survey 73 — Total Dept. Total Dept Project Mgmnt. Construction Mgmnt Support, Land Acq., Survey FTEs 73 19 22 32 Filled 49 8 13 28 Vacancies 24 11 9 4 Vacancy Rate 58% 41% 13% Contract Staff 14 9 4 1 Department Summary 19 — Proj. Mgmnt. 22 — Constr. Mgmnt. 32 — Support, Land Aco., Survey 73 — Total Dept. Staff Augmentation 41Ali Corpus Chr sti Capital Programs ➢ Proposed contracts total < 1% of current project workload value ➢ Charged directly to projects Existing Proposed 8 Contracts 8 Contracts Total Value: ^' $1 Million Total Value: ^' $2.6 Million* Short Term (Not to Exceed): Typically ^' 3 months Fewer hours/week Large Contracts (Time & Material): 12 Month Term More full-time or higher hours / week Not project specific Not project specific Provide 14 contract positions to cover vacancies and critical functions on part-time basis Provide 16 contract positions to cover vacancies and critical functions on part-time & full-time basis *Not -to -Exceed number — City will only pay for hours worked. Next Steps Corpus Chr sti Capital Programs SHORT TERM STRATEGIES: LONG TERM STRATEGIES: ➢ Continue contracted staff augmentation to maintain existing level of service ➢ Perform operational assessment V Validate previous assessment ➢ Continue to work aggressively to fill positions ✓ Determine gaps in scope ✓ Evaluate alternatives ➢ Prepare for further department ✓ Recommend improvement options operational assessment ➢ Explore strategic outsourcing ➢ Assist in development of improvement opportunities strategies ➢ Implement continuous improvements ➢ Continue to strive to perform Core Mission — "Manage & Execute Projects on Time and on Budget" Staff Augmentation Corpus Chr sti Capital Programs Questions? 9 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of August 25, 2015 Second Reading Ordinance for the City Council Meeting September 22, 2015 DATE: TO: July 20, 2015 Ronald L. Olson, City Manager THROUGH: Margie Rose, Deputy City Manager Gustavo Gonzalez, P.E., ACM for Public Works and Utilities Mark Van Vleck, P.E., Executive Director, Utilities FROM: Dan McGinn, Assistant Director, Envronmental and Strategic Initiatives DanielMc@cctexas.com (361) 826-9294 Lease Agreement with TAMUS for use of Holly Road Pumping Station for Air Monitoring Station CAPTION: 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 A&M University System (TAMUS) for installation and operation of an air quality monitoring station on tracts of land containing 9 square feet and 1,350 square feet, located at Holly Road Pumping Station, 4801 Holly Road, Corpus Christi, Texas; providing for severance; and providing for publication. (Requires 28 day delay between 1St and 2nd reading.) PURPOSE: The City owns the tracks of land described above for utility purposes. TAMUS has requested to lease the premises for five 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: TAMUS has leased the tracts on Holly Road Pumping Station for air monitoring purposes since 2006. 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 September 8, 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 Land Use Plan; Conforms to City statutes regarding lease agreements EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Utilities Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2014-20015 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: Location Map Ordinance Lease Agreement ,LOCATION MAP ,r PROJECT LOCATION Lease Agreement with Texas A&M University System CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF CAPITAL PROGRAMS PAGE: 1 OF 1 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 A&M University System (TAMUS) for installation and operation of an air quality monitoring station on tracts of land containing 9 square feet and 1,350 square feet, located at Holly Road Pumping Station, 4801 Holly Road, Corpus Christi, Texas; providing for an effective date; providing for severance; and providing for publication. (Requires a 28 day delay between 1st & 2nd readings.) BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager, or designee, is authorized to execute a five year lease agreement (with the option for one five year renewal) with the Texas A&M University System (TAMUS) for installation and operation of an air quality monitoring station on tracts of land containing 9 square feet and 1,350 square feet, located at Holly Road Pumping Station, 4801 Holly Road, Corpus Christi, Texas. SECTION 2. This ordinance is effective on the 61st day following final approval by the City Council, in compliance with the City Charter of the City of Corpus Christi. SECTION 3. 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 4. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. 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 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 , 2015, 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 TAMUK Contract # rn Kann �o LEASE BETWEEN THE CITY OF CORPUS CHRISTI AND THE TEXAS A&M UNIVERSITY SYSTEM 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 BOARD OF REGENTS OF THE TEXAS A&M UNIVERSITY SYSTEM ("TAMUS") an agency of the State of Texas, for the use and benefit of Texas A&M University -Kingsville, acting through its duly authorized agent or designee. 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 Utility Department. Director means the City's Executive Director of Utilities or the Executive Director of Utilities's designee. Lease means this document, including all attachments and exhibits that are incorporated by reference into this document. Leased Premises or Premises means that portion of City's Holly Road Pumping Station described in Exhibits "A" and "B." Lessee means the Board of Regents of the Texas A&M University System ("TAMUS"), for the use and benefit of Texas A&M Un iversity-Kingsville 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. System Real Estate Office OFFICIAL DOCUMENT Page 1 of 10 TAMUK Contract # fr\ 50O !° 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, known as CAMS 66o, with a 10 meter tower at the City's Holly Road Pumping Station with weather sensors for measurements of meteorological parameters, including wind speed, wind direction, temperature and relative humidity. 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 Holly Road Pumping Station, 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 under another section of this lease. This Lease begins on the 61st day after final approval by the City Council. 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. 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 System Real Estate Office OFFICIAL. DOCUMENT Page 2 of 10 TAMUK Contract # m 5vaozio 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. 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. 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 Capital Programs, 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. System Real Estate Office OFFICIAL DOCUMENT Page 3 of 10 TAM UK Contract # rY15 (,IOD 41v 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 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 (io) 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 18. 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. System Real Estate Office OFFICIAL DOCUMENT Page 4 of 10 TAMUK Contract # 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. 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, if uncured after 10 days written notice and right to cure, constitute a 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 timely pay City's invoice for the removal, repainting, or repair of any Signs at the Premises. (5) Failure to keep, perform, and observe any other promises, covenants and conditions contained in this Lease. Section 24. Insurance. The City acknowledges that, because Lessee is an agency of the State of Texas, liability for the tortious conduct of the agents and employees of Lessee or for injuries caused by conditions of tangible state property is provided for solely by the provision of the Texas Tort Claims Act (Texas Civil Practice and Remedies Code, Chapters 101 and 104), and that Workers' Compensation Insurance coverage for employees of Lessee is provided by Lessee as mandated by the provisions of Chapter 502, Texas Labor Code. Lessee shall have the right, at its option, to (a) obtain liability insurance protecting Lessee and its employees and property insurance protecting Lessee's buildings and the contents, to the extent authorized by Section 51.966, Texas Education Code, or other law, or (b) self -insure against any risk that may be incurred by Lessee as a result of its operations under this Agreement. Section 25. 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: System Real Estate Office OFFICIAL DOCUMENT Page 5of10 TAMUK Contract # ►m 5 ocoq-c (i) 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 23, 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: (i) 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. (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 26. Modifications. No changes or modifications to this Lease may be made, nor any provisions waived, unless the change or modification is made in writing and signed by persons authorized to sign agreements on behalf of each party. Section 27. Contact Person/Lease Administrator. For this Lease, the City's contact person and lease administrator is the Director. Section 28. 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 System Real Estate Office OFFICIAL DOCUMENT Page 6ofio TAMUK Contract # m soon efa 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 notice shall be made to the following: IF TO CITY: City of Corpus Christi Attn: Executive Director of Utilities P.O. Box 9277 Corpus Christi, Texas 78469-9277 IF TO LESSEE: Texas A&M University — Kingsville Attn: Associate VP, Support Services 700 University Blvd., MSC 212 Mail Stop Code 212 Kingsville, Texas 78363-8202 With copy to: The Texas A&M University System Office of General Counsel Attn: System Real Estate Office 301 Tarrow, 6th Floor College Station, Texas 77840-7896 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 29. 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 30. 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 Page 7 of io System Real Estate Office OFFICIAL DOCUMENT TAMUK Contract # rn 5oovt-{c 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 31. 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 32. 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 33. Interpretation. This Lease will be interpreted according to the Texas laws that govern the interpretation of contracts. Section 34. 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 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 35. 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 36. 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 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 Page 8ofio System Real Estate Office OFFICIAL DOCUMENT TAMUK Contract # 5' cd ed 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. 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 40. Effective Date. This Lease is effective on , 2015. EXECUTED IN DUPLICATE, each of which shall be considered an original, on the day of . 2015. F REGENTS OF THE TEXAS A&M UNIVERS= SYSTEM, of the State of Texas, for the use and benefit of Texas A&M University- i BILLY H ILTON Executive V e Chancellor and Chief Financial Officer RECOMMEND APPR Associate VP, Support Services Texas A&M University - Kingsville APPROVED AS TO FORM: GINA M. JOSEPH -. Assistant General Counsel Office of General Counsel The Texas A&M University System System Real Estate Ofrice OFFICIAL. DOCUMENT Page g of to TAMUK Contract # vvl S C ei G% zit' STATE OF TEXAS § COUNTY OF BRAZOS § This instrument was acknowledged before me this214 day of 2015, by BILLY HAMILTON, Executive Vice Chancellor and Chief Financial Officer of The Texas A&M University System, on behalf of the Board of Regents of The Texas A&M University System, an agency of thea to of Texas. JOSIE WYTASKE '2:^= Notary Public, State of Texos My Commission Expires ,,,, August 14, 2018 ATTEST: r Notary REBECCA HUERTA City Secretary APPROVED AS TO LEGAL FORM: LISA AGUILAR Senior Assistant City Attorney For City Attorney STATE OF TEXAS § COUNTY OF NUECES § ublic CITY OF CORPUS CHRISTI RONALD L. OLSON City Manager This instrument was acknowledged before me this day of 2015, by RONALD L. OLSON, City Manager, City of Corpus Christi, a Texas home rule municipal corporation, on behalf of said entity. 4 System Real Estate Office OFFICIAL DOCUMENT Notary Public Page 10 of 10 EXHIBIT "A" Holly Road Pumping Plant TAMU-K Tower Lease STATE OF TEXAS COUNTY OF NUECES BEING a tract of land containing 9 Sq. Ft. of land out of Country Club Village Unit 2 as shown on plat thereof recorded in Volume 32, Page 31 of the Map Records of Nueces County, Texas. This 9 SQ. FT. tract being more particularly described by metes and bounds as follows: COMMENCING at a found 5/8" Iron Rod at the northwest comer of Country Club Village Unit 2 as recorded in Volume 32, Page 31 of the Map Records of Nueces County, Texas; THENCE S31°39'35"E through said Country Club Village Unit 2 a distance of 465.55' to the Point of Beginning of this tract, said point being a set 60D nail; THENCE N25°44'16"E continuing through said Country Club Village Unit 2 a distance of 3.00' to a Point, being the northwest comer of this tract; THENCE S64°15'44"E continuing through said Country Club Village Unit 2 a distance of 3.00' to a Point, being the northeast comer of this tract; THENCE S25°44'16'1N continuing through said Country Club Village Unit 2 a distance of 3.00' to a Point, being the southeast corner of this tract; THENCE N64°15'44' W continuing through said Country Club Village Unit 2 a distance of 3.00' to the POINT AND PLACE OF BEGINNING and containing 9 Sq. Ft, of land. Bearings are with reference to the southwest right-of-way line of Holly Road as shown on Plat of the Country Club Village Unit 2 as recorded in Volume 32, Page 31 of the Map Records of Nueces County, Texas; State of Texas County of Nueces I, Russell D. Ochs, a Registered Professional Land Surveyor for the City of Corpus Christi, TX, hereby certify that the foregoing field notes were prepared by me from a land survey made on the ground under my direction. This the 4T" day of December, 2009 Russell D. Ochs State of Texas License No. 5,241 System Real Estate Office OFFICIAL DOCUMENT �oF? .•�o�srF 4 t o CS'L\ • RUSSELL 0. OCHS �1 1 '. 3 2 41 a�` Q *---fesssc': '0,1 EXHIBIT "A" Holly Road Pumping Plant TAMU-K Equipment Pad Lease STATE OF TEXAS COUNTY OF NUECES BEING a tract of land containing 1,350 Sq. Ft. of land out of Country Club Village Unit 2 as shown on plat thereof recorded in Volume 32, Page 31 of the Map Records of Nueces County, Texas. This 1,350 SQ. FT. tract being more particularly described by metes and bounds as follows: COMMENCING at a found 5/8" Iron Rod at the northwest comer of Country Club Village Unit 2 as recorded in Volume 32, Page 31 of the Map Records of Nueces County, Texas; THENCE S29°56'04"E through said Country Club Village Unit 2 a distance of 454.30' to the Point of Beginning of this tract, being the northwest comer of this tract; THENCE S61 °31'38"E continuing through said Country Club Village Unit 2 a distance of 45.00' to a Point, being the northeast comer of this tract; THENCE S28°28'22'VV continuing through said Country Club Village Unit 2 a distance of 30.00' to a Point, being the southeast comer of this tract; THENCE N61°31'38"W continuing through said Country Club Village Unit 2 a distance of 45.00' to a Point, being the southwest comer of this tract; THENCE N28°28'22"E continuing through said Country Club Village Unit 2 a distance of 30.00' to the POINT AND PLACE OF BEGINNING and containing 1,350 Sq. Ft. of land. Bearings are with reference to the southwest right-of-way line of Holly Road as shown on Plat of the Country Club Village Unit 2 as recorded in Volume 32, Page 31 of the Map Records of Nueces County, Texas; State of Texas County of Nueces I, Russell D. Ochs, a Registered Professional Land Surveyor for the City of Corpus Christi, TX, hereby certify that the foregoing field notes were prepared by me from a land survey made on the ground under my direction. This the 26TH day of January, 2010 uN,q v- 0 Russell D. Ochs State of Texas License No. 5,241 System Real Estate Office OFFICIAL DOCUMENT ELECTRONIC GATE - CHAINLINK FENCE j ELECTRIC --.0 RISER `MESQUITE TREE 7- GRASS NOTE: DRAWING NOT TO SCALE MAP TO ACCOMPANY FIELD NOTES MANUAL GATE POWER POLE y To :/N FOGT OF tiD c0 S�9s 'e./� ,I,E,N 4" PVC 0 so4 e cycy FNr 'PoD HOLLY ROAD S61'05'20'E 660.00' (BASIS OF BEARINGS) 4 Si J0. W i0 z z PROPOSED 3' X 3' PAD P.O.B. 11 CONC i PAD L3 POwER�� O_ -ELECTRIC POLE RISER PALM TREE OVERHEAD ELECTRIC LINE CHAINLINK FENCE 564'15'44"E 3.00' SET 600 NWLINNING DETAIL NOT TO SCALE LINE TABLE UNE BEARING DISTANCE L1 S 61'31'3' E 45.00 L2 S 28'28'22' W 30.00 L3 N 61'31'38" W 45.00 L4 N 28'28'22" E 30.00 0.031 ACRES (1,350.00 SQ. FT.) PAD SITE(S), LYING WITHIN THE COUNTRY CLUB VILLAGE, LOT 2, UNIT 2 VOLUME 32, PAGE 31, M.R.N.C.T. LEASE SKETCH SHOWING PROPOSED PAD SITE FOR 30 FOOT TOWER AND EXISTING PAD SITE OWNER: TAW-KINGSVILLE/GTY OF CORPUS CHRISTI 7- CRASS 1181, II8IHX3 CITY of CORPUS CHRISTI, TEXAS Deportment of Engineering Services Survey D sion 361-526-3551 Drown By: A. JIMENEZ Dote Drown: 01/26/2010 Project: 95008 Checked By: R. OCHS File:C:\PROJECTS\HOLLY PUMP STA11ON\DWG\HOLLY PAD S1TES.OWC SHEET 1 OF 1 AGENDA MEMORANDUM First Reading for the City Council Meeting of September 22, 2015 Second Reading for the City Council Meeting of September 29, 2015 DATE: August 28, 2015 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., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 J. H. Edmonds, P. E., Director of Capital Programs jeffreye@cctexas.com (361) 826-3851 Construction Contract and Construction Materials Testing Contract Williams Drive Phase 3 from Staples Street to Airline Road BOND 2012 CAPTION: Ordinance appropriating anticipated revenues; authorizing the City Manager or designee to execute a construction contract with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $8,698,783.50 for the Base Bid; and to execute a construction materials testing contract with Tolunay-Wong Engineers, Inc. of Corpus Christi, Texas in the amount of $112,135 for Williams Drive Phase 3 from Staples Street to Airline Road (BOND 2012). PURPOSE: The purpose of this Agenda Item is to obtain authority to execute a construction contract with the lowest responsible bidder, Reytec Construction Resources, Inc.; and to execute a construction materials testing contract with Tolunay-Wong Engineers, Inc. for Williams Drive Phase 3 from Staples Street to Airline Road (BOND 2012) project. BACKGROUND AND FINDINGS: This project was approved in the Bond 2012, Proposition No. 1 Street Projects by the community in the general election held on November 6, 2012. At first, the City received bids for this project on July 30, 2014. On December 3, 2014, the City rejected all bids due to insufficient funding. The bid rejection allowed the City additional time to re- evaluate the project scope and design parameters. Subsequently, cost reductions were identified and construction documents were modified accordingly. As detailed below, the project was re -advertised as amended with new bids received on June 30, 2015. Brochure description: "Williams Drive from South Staples Street to Airline Road $1,700,000. This project will provide safety for pedestrians as well as increased capacity for traffic. Includes reconstruction to a 4 -lane road with two travel lanes in each direction, curb and gutters, combination pedestrian/bicycle concrete paths, ADA curb ramps, bus stop improvements, dedicated left turn lane at South Staples Street and Airline Road, lane striping and pavement markings. Also includes utility upgrades for storm water, water, wastewater and gas." Ordinance language: "Shall the City of Corpus Christi, Texas be authorized...to issue bonds...in the aggregate principal amount of $55,000,000...for the purpose of making permanent public improvements or for other public purposes, to wit: designing, constructing, renovating, improving and making permanent street improvements throughout the City, including (without limitation) constructing, reconstructing, restructuring and extending streets and thoroughfares and related sidewalks, streetscapes and collectors (but specifically excluding related City utility costs, which are the responsibility of the City's utility system), with priority given to the following street projects...WILLIAMS DRIVE, generally from Staples Street to Airline Road (contingent on receipt of federal leveraging funds)." The proposed project consists of the reconstruction and widening of Williams Drive from Staples Street to Airline Road that includes the removal of approximately 3,200 linear feet of the existing two-lane road and replacement with a new four -lane road. All existing storm sewer, wastewater and water infrastructure will be improved, rehabilitated or replaced in accordance with the plans, specifications and contract documents. The project was prepared as a Base Bid and two (2) Additive Alternates, with the following scope: • Base Bid — Full reconstruction of existing hot mix asphaltic concrete (HMAC) pavement and replacement with new concrete pavement. The work includes upgrades to existing utilities within street section and new curb and gutter, sidewalks, and ADA -compliant handicap accessibility ramps. • Additive Alternate No. 1 — Replace current asphalt surface with new HMAC in lieu of concrete. • Additive Alternate No. 2 — Rehabilitates wastewater lines located outside of the street pavement section. On June 30, 2015, the City received proposals from three (3) bidders and the bidders: Contractor Base Bid Additive Alt. No. 1 Additive Alt. No. 2 Total Reytec Construction Resources, Inc. Houston, Texas $8,698,783.50 $33,672.00 $160,376.00 $8,892,831.50 Haas -Anderson Construction LTD Corpus Christi, Texas $9,522,845.25 -$501,162.70 $163,349.40 $9,185,031.95 Berry Contracting LP DBA Bay LTD Corpus Christi, Texas $9,730,337.10 -$439,902.95 $162,979.52 $9,453,413.67 OTHER CONSIDERATIONS: As shown above, this project was bid with Additive Alternate No. 1 to attain the lowest cost between HMAC and concrete. After receipt and reconciliation of all bids, concrete was the lowest cost and therefore chosen as the riding surface. Since this project is reimbursed through Federal participation and TxDOT, the lowest cost had to be chosen or all Federal and State funding would be lost. The engineer -of -record for this project, RVE, Inc., conducted a bid analysis of the three (3) proposals submitted in response to the City's bid solicitation. RVE, Inc. found that Reytec Construction Resources, Inc. has the experience and resources to complete the project. ALTERNATIVES: 1. Authorize execution of the construction contract and the construction materials testing contract. (Recommended) 2. Do not authorize execution of the construction contract and the construction materials testing contract. (Not Recommended) CONFORMITY TO CITY POLICY: Complies with statutes regarding construction procurement criteria; and complies with City Fiscal Policy. EMERGENCY/NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Street Department FINANCIAL IMPACT: Capital Budget Fiscal Year 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget $5,135,538.31 $6,927,300.00 $12,062,838.31 Encumbered / Expended Amount 1,155,100.00 $0.00 1,155,100.00 This item (construction) $8,698,783.50 $8,698,783.50 This item (testing) $112,135.00 $112,135.00 Future Anticipated Expenditures 1,014,029.81 1,014,029.81 BALANCE $3,980,438.31 $(2,897,648.31) $1,082,790.00 Fund(s): ST 32 RECOMMENDATION: City staff recommends approval of the construction contract with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $8,698,783.50 for the Base Bid, and approval of the construction materials testing contract with Tolunay-Wong Engineers, Inc. of Corpus Christi, Texas in the amount of $112,135 for Williams Drive Phase 3 from Staples Street to Airline Road BOND 2012. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Ordinance Testing Contract ORDINANCE APPROPRIATING ANTICIPATED REVENUES; AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE A CONSTRUCTION CONTRACT WITH REYTEC CONSTRUCTION RESOURCES, INC. OF HOUSTON, TEXAS IN THE AMOUNT OF $8,698,783.50 FOR THE BASE BID; AND TO EXECUTE A CONSTRUCTION MATERIALS TESTING CONTRACT WITH TOLUNAY-WONG ENGINEERS, INC. OF CORPUS CHRISTI, TEXAS IN THE AMOUNT OF $112,135 FOR WILLIAMS DRIVE PHASE 3 FROM STAPLES STREET TO AIRLINE ROAD (BOND 2012). 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 $3,760,000 of anticipated revenues from the Texas Department of Transportation to the Williams Drive, Phase 3 from Staples Street to Airline Road Street Improvement Project into Fund No. 3530 Street Capital Improvement Fund.. SECTION 2. Revenues and expenditures in the amount of $3,760,000 are increased in the FY 2015 Capital Improvement Budget adopted by Ordinance No 030303. SECTION 3. The City Manager or designee is authorized to execute a construction contract with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $8,698,783.50 for the Base Bid for Williams Drive Phase 3 from Staples Street to Airline Road for the Total Base Bid. SECTION 4. The City Manager or designee is authorized to execute a construction materials testing contract with Tolunay-Wong Engineers, Inc. of Corpus Christi, Texas in the amount of $112,135 for Williams Drive Phase 3 from Staples Street to Airline Road (Bond 2012). ATTEST THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Chad Magill Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Brian Rosas Mark Scott Lucy Rubio That the foregoing ordinance was read for the second time and passed finally on this the day of , , by the following vote: Nelda Martinez Chad Magill Carolyn Vaughn Colleen McIntyre Rudy Garza Lillian Riojas Brian Rosas Mark Scott Lucy Rubio PASSED AND APPROVED, this the day of ATTEST THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor PROJECT BUDGET Williams Drive Phase 3 from Staples Street to Airline Road FUNDS AVAILABLE: Street CIP $ 2,938,038.31 Texas Department of Transportation (80% of Street and Storm Water Construction) 3,760,000.00 Storm Water CIP 1,600,000.00 Water CIP 177,500.00 Wastewater CIP 400,000.00 Gas CIP 20,000.00 FY 2016 Storm Water CIP 2,471,900.00 FY 2016 Water CIP 336,500.00 FY 2016 Wastewater CIP 340,100.00 FY 2016 Gas CIP 18,800.00 TOTAL $ 12,062,838.31 FUNDS REQUIRED: Construction Fees: Construction Total (Reytec Construction Resources, Inc.) $8,698,783.50 Streets $3,055,667.50 RTA 41,395.00 ADA 417,140.00 Sub -total Street Construction $3,514,202.50 Storm Water 4,214,474.00 Water 494,168.00 Wastewater 447,289.00 Gas 28,650.00 Sub -total Utility Construction 5,184,581.00 Contingencies (10%) 869,878.35 Design Fees: * Engineer (RVE) Original and Amendment Nos. 1 and 2 962,995.00 Engineer (R. H. Shackelford) 8,543.00 Engineer (L. Gurley) 10,442.50 Testing Fees: Geotechnical Services (Rock Engineering) 10,700.00 Construction Materials Testing (Tolunay-Wong Engineers) 112,135.00 Reimbursements: Contract Administration (Capital Programs/Capital Budget/Finance) (1.0%) 120,628.38 Engineering Services (Project Mgt/Constr Mgt/Traffic Mgt Services) (1.5%) 180,942.57 Misc. (Printing, Advertising, etc.) 5,000.00 TOTAL $10,980,048.31 ESTIMATED PROJECT BUDGET BALANCE $1,082,790.00 Construction Observation Services are included in this contract. Williams Drive Phase 3 ( Staples Street to Airline Road ) BOND 2012 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF CAPITAL PROGRAMS PAGE: 1 OF 1 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. P. E.. 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: Williams Drive Phase 3 from Staples Street to Airline Road BOND 2012 (Project No. E111161 ("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 "B". 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 $112,135.00 (One Hundred Twelve Thousand One Hundred Thirty Five Dollars and Zero Cents). Monthly invoices will be submitted in accordance with Exhibit "C". 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 "D" 5. CITY'S DISCLOSURE OF HAZARDOUS & TOXIC MATERIALS AND CONDITIONS AT THE PROJECT SITE. To the best of the City's knowledge, based upon currently available information, the only hazardous or toxic materials, as defined by the laws and regulations of the Federal government, the state, and city which exist at the PROJECT SITE are as follows: None. 6. 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 and may not be used again by the "LAB" without the express written consent of the Director of Capital Programs. However, the "LAB" may use standard details that are not specific to this project. CITY OF CORPUS CHRISTI TOLUNAY-WONG ENGINEERS, INC. -1 R 1Z.1141 Jeff Edmonds, P.E. (Date) Don R. Rokohl, P.E. (Date) Director of Capital Programs Branch Manager 826 South Padre Island Drive Corpus Christi, TX 78416 RECOMMENDED (361) 884-5050 Office Operating Department (Date) APPROVED Office of Management (Date) and Budget IVENGINEERING DATAEXCHANGEIVELMAPISTREETlE11116 WILLIAMS DRIVE PHASE 3 FROM STAPLES TO AIRLINEITESTING TOLUNAY WONGTESTING TOLUNAY WONG DOC APPROVED AS TO LEGAL FORM Assistant City Attorney (Date) for City Attorney ATTEST City Secretary Project No. E11116 Accounting Unit: 3496-043 Account: 550920 Activity: E11116 01 3496 EXP Account Category: 50920 Fund Name: Storm Water 2012A BD 2012 Encumbrance No. KIENGINEERING DATAEXCHANGEWELMAPISTREETTE11116 WILLIAMS DRIVE PHASE 3 FROM STAPLES TO AIRLINEITESTING TOLUNAY WONGITESTING TOLUNAY WONG DOC 10 Tolunay-Wong Engineers, Inc. 828 Soulh Padre Island Drive Corpus Christl, Texas 78415 Phone: (351) 884-5050 July 13, 2015 City of Corpus Christi Department of Major Projects 1201 Leopard Street, Suite 300 Corpus Christi, Texas 78401 Via e -Mail: JohnM2l®cctexas.com Phone: Attn: Re: (361) 826-3500 Mr. John Maggiore Construction Materials Testing Servkes For. WIWAMS DRIVE IMPROVEMENTS PHASE 3 Staples Street to Airline Road Corpus Christi, Texas City Project No. E11116 TWE Proposal No. P15-0069 Mr. Maggiore: 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. Upon your favorable review, we would appreciate the opportunity to meet with you to discuss the details of our proposal, as well as answer any questions you may have regarding its content. Toiunay-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. If we may be of immediate assistance, please do not hesitate to contact this office. Respectfully submitted, Tolunay-Wong Engineers, Inc. Ved hk Don R. Rokohl, P.E. Branch Manager drokohl@itweinc.com DRR/drr Geotechnkal Engineering *Environmental Held and Consulting Services •ConsrrucUon Materials Testing •Deep Foundations resting EXHIBIT "Ate Page 1 of 5 Totuney-Wong Engineers. Inc. July 13, 2015 Proposal No. P15.0069 Page 2 of 5 INTRODUCTION TWE understands the importance of this project to you 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 compiedon 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. Furthermore, our Corpus Christi laboratory is accredited in construction materials testing by the American Association of 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 and ready -mixed concrete producer will he 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. Cast In -Place Portland Cement Concrete Inspection/Testing C. Hot Mix Asphalt Concrete Inspection/Testing Alt 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 and/or base materials and deliver them to our laboratory facility for testing. Laboratory testing will include Moisture/Density Relationships, Atterberg Limit determinations and sieve analysis. • 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. GeotechnkoIEngineering •Envkonmental Fled and Consulting Servkes •Construction Moteriols Testing *Deep Foundations Testing EXHIBIT "A" Page 2 of 5 Tolunay-Wong Engineers. Inc. July 13. 2015 Proposal No. P15-0069 Page 3015 B. Cast In -Place Portland Cement Concrete Monitoring/Testing • The technician will sample the concrete in order to perform standard field tests and prepare test cylinders and/or beams in accordance with project specifications. The frequency of sampling will also be as directed by the project specifications. Standard field tests include slump, air content and temperature for normal weight concrete and will also include unit weight on all samples of lightweight concrete. • TWE will cure the test specimens and perform compressive strength tests at the age designated by project specifications. • The technician will visually estimate the slump of each bad of concrete delivered and perform actual slump tests and other standard field tests when test specimens are prepared, or as necessary to evaluate concrete consistency. • The on-site technician will monitor the concrete temperature, ambient temperature, mixing time, and placement procedures. The technician will also sample concrete at the frequency specified In the project specifications. • The technician will record detailed information regarding the location of the placement, date of the placement, concrete mixture strength requirement and all other pertinent information. C. Hot Mix Asphalt Concrete Inspection/Testing • 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 below will be invoiced per the standard fees set forth in our 2015 Fee Schedule. Based on information provided to us at this time and an estimated construction schedule, we have established what we believe is the most realistic cost estimate for this protect. Please remember that the units stated are only an estimate. Due to factors beyond our control such as weather, unforeseen conditions, subcontractor expertise, subcontractor 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 5112.135.00 as detailed in the following section, although all services will be invoiced on a time and materials basis. Geotechnical Engineering *Environmental Field and Consulting Services *Construction Materials Testing *Deep Foundatlans Testing EXHIBIT "A" Page 3 of 5 OpTolunay-Wong Engineers, Inc. July 13, 2015 Proposal No. P15»C069 Page 4&5 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 win be charged portal to portal from our Corpus Christi laboratory. All sample pickups will be charged travel time from portal to portal and will include associated vehide 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. Geotechnkol Engineering 'Environmental Re1d and Consulting Services • Construction Materials Testing *Deep Foundations Testing EXHIBIT "A" Page 4 of 6 10 Tolunay-Wong Engineers. Inc. July 13, 2015 Proposal No. P15.0019 Page 5 015 COST ESTIMATE SUMMARY Description I Unit I Quantity l Rate I Extension Concrete Testing Mix Design Review ea. 2 $200.00 $400.00 2 Concstruction Materials Technician, HR. ea. 500 $50.00 $25,000.00 3 Vehicle Charge per trip ea. 75 $75.00 55,625.00 4 Sample Pick Up Per Trip ea. 40 $175.00 $7,000.00 5 Comp. Strength of Concrete Cylinders ea. 550 $18.00 $9,900.00 Soils and Flexible Base Material 6 Concstruction Materials Technician, HR. ea. 600 $50.00 $30,000.00 7 Vehicle Charge per trip ea. 50 $75.00 $3,750.00 8 Sample Pick Up Per Trip ea. 6 5175.00 $1,050.00 9 Nuclear Density Guage Per Day ea. 42 $50.00 $2,100.00 10 Standard Compaction Effort - ASTM D698 (Proctor) ea. 4 $150.00 $600.00 11 Modified Compaction Effort - ASTM DI 557 (Proctor) ea. 2 $175.00 $350.00 12 Atterberg Limits ea. 8 $65.00 $520.00 13 Sieve Analysis - ASTM D3282 ea. 4 $60.00 $240.00 14 Percent Finer Minus No. 200 - ASTM D1140 ea. 4 $40.00 $160.00 15 Wet Ball Mill Test ea. 1 $150.00 $150.00 16 TxDOT Triaxial Test ea. 1 $1,100.00 51,100.00 Subgrade (Lime Treated) 17 I Atterberg Limits I ea. I 6 I 565.00 I $390.00 Hot Mlx Asphalt Concrete 18 Asphalt Technician, HR ea. 100 $50.00 $5,000.00 19 Extraction/Gradation ea. 11 $250.00 $2,750.00 20 Lab Density & Stability ea. 11 $205.00 52,255.00 21 Theoretical Density (Rice Method) ea. 11 $85.00 $935.00 22 Thickness Cores - In Place ea. 27 $100.00 $2,700.00 23 Core Bulk Density ea. 27 $55.00 $1,485.00 21 Asphalt Binder Content ea. 1 $75.00 $75.00 Project Management 19 Project Manager, Hr. ea. 60 $100.00 $6,000.00 20 Administrative Support, Hr. ea. 60 $50.00 $3,000.00 Total Cost Estimate $112,135.00 Geatechntcal Engineering •Environmental Fkld and Consulting Services •Constn,ctlan Materials Testing *Deep Foundations Testln 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", lie 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. EXHIBIT "B" Page 1 of 3 2.5 Direct THE PROJECT contractor, either by the Construction Contract or direct written order to: (a) Stop work at the appropriate times for "LAB" to perform contracted services; (b) Furnish 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 EXHIBIT "B" Page 2 of 3 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. 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 "B" Page 3 of 3 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey 0 & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date: Total Contract Amd No. 1 Amd No. 2 Contract Amount Previous Invoiced Invoice Total Invoice Percent 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% Sample form for: Payment Request Revised 07/27/00 Exhibit "D" Mandatory Requirements INDEMNIFICATION Consultant shall fully indemnify, hold harmless, and defend the City of Corpus Christi and its officials, officers, agents, employees, volunteers, directors and representatives ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and defense costs, caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by Consultant or its agent, consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This Indemnification does not apply to any liability resulting from the negligent acts or omissions of the City of Corpus Christi or its employees, to the extent of such negligence. Consultant must, at City's option, defend lndemnitee and with counsel satisfactory to the City Attorney. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. EXHIBIT "D" Page 1 of 1 W r City of � us 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 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: Tolunay-Wong Engineers, Inc. P. O. BOX: N/A STREET ADDRESS: 826 South Padre Island Drive CITY: Corpus Christi ZIP: 78416 FIRM IS: 1. Corporation 4. Association 2. Partnership 8 5. Other 3. Sole Owner ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this pageor attach separate sheet. 1. State the names of each employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm' Name Job Title and City /if 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 IV /111 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 FANG REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION certify that all information provided is true and correct as of the date of this statement, that 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 Ripe or Print) Signature of Certifying Person: ID — g- PaU), DEFINITIONS Date: Z _ I I. 15 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. ( t1 Air Texas Department of Transportation 1701 SOUTH PADRE ISLAND DRIVE • CORPUS CHRISTI, TEXAS 78416 • (361) 808-2300 March 21, 2012 Jamie Pyle, P.E., R.P.L.S., C.F.M. Engineering Project Manager City of Corpus Christi PO Box 9277 Corpus Christi, Texas 78467-9277 Dear Ms. Pyle, Attached is the fully executed Advanced Funding Agreement for the City of Corpus Christi Construct Additional Lanes Williams Dr. 0916-35-168. Please retain this copy for your records. Thank you for your assistance to this matter. Cordially, 0,)-1Thr1 -e) Robin Ramirez Special Projects Coordinator Texas Department of Transportation (361) 808-2233 robin.ramirez@txdot.gov MAR 04 2r13 THE TEXAS PLAN REDUCE CONGESTION • ENHANCE SAFETY • EXPAND ECONOMIC OPPORTUNITY • IMPROVE AIR QUALITY PRESERVE THE VALUE OF TRANSPORTATION ASSETS An Equal Opportunity Employer CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project. Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20 205 Not Research and Development STATE OF TEXAS § COUNTY OF TRAVIS § ADVANCE FUNDING AGREEMENT For A Metropolitan Mobility/Rehabilitation Project Off -System THIS AGREEMENT is made by and between the State of Texas, acting by and through the Texas Department of Transportation called the "State". and the City of Corpus Christi, acting by and through its duly authorized officials, called the "Local Government " WITNESSETH WHEREAS. federal law establishes federally funded programs for transportation improvements to implement its public purposes: and WHEREAS, the Texas Transportation Code. Sections 201.103 and 222 052 establish that the State shall design, construct and operate a system of highways in cooperation with local governments, and WHEREAS, federal and state laws require local governments to meet certain contract standards relating to the management and administration of State and federal funds; and WHEREAS. the Texas Transportation Commission passed Minute Order Number 112696, authorizing the State to undertake and complete a highway improvement generally described as construct additional travel lanes and access improvements on Williams Drive from Airline Road to Staples Street called the "Project": and, WHEREAS the Governing Body of the Local Government has approved entering into this agreement by resolution or ordinance dated3 f , 2012-, which is attached to and made a pari of this agreement as Attachment "A" for t le improvement covered by this agreement. A map showing the Project location appears in Attachment "B," which is attached to and made a part of this agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties, to be by them respectively kept and performed as set forth in this agreement, it is agreed as follows AFA-AFA_LongGen Page 1 of 13 Revised 05/06/2011 CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20 205 Not Research and Development AGREEMENT 1. Period of the Agreement This agreement becomes effective when signed by the last party whose signing makes the agreement fully executed This agreement shall remain in effect until the Project is completed or unless terminated as provided below. 2. Scope of Work Construct additional travel lanes and access improvements on Williams Drive from Airline Road to Staples Street as shown on Attachment "B".] 3. Local Project Sources and Uses of Funds A. The total estimated cost of the Project is shown in the Project Budget — Attachment -C", which is attached to and made a part of this agreement. The expected cash contributions from the Federal or State government, the Local Governments, or other parties is shown in Attachment "C". The State will pay for only those project costs that have been approved by the Texas Transportation Commission The State and the Federal Government will not reimburse the Local Government for any work performed before the federal spending authority is formally obligated to the Project by the Federal Highway Administration. After federal funds have been obligated, the State will send to the Local Government a copy of the formal documentation showing the obligation of funds including federal award information. The Local Government is responsible for 100% of the cost of any work performed under its direction or control before the federal spending authority is formally obligated. B. If the Local Government will perform any work under this contract for which reimbursement will be provided by or through the State, the Local Government must complete training before federal spending authority is obligated. Training is complete when at least one individual who is working actively and directly on the Project successfully completes and receives a certificate for the course entitled Local Government Project Procedures Qualification for the Texas Department of Transportation. The Local Government shall provide the certificate of qualification to the State. The individual who receives the training certificate may be an employee of the Local Government or an employee of a firm that has been contracted by the Local Government to perform oversight of the Project. The State in its discretion may deny reimbursement if the Local Government has not designated a qualified individual to oversee the Project C. This Project cost estimate shows how necessary resources for completing the Project will be provided by major cost categories. These categories may include but are not limited to: (1) costs of real property; (2) costs of utility work; (3) costs of environmental assessment and remediation; (4) cost of preliminary engineering and design; (5) cost of construction and construction management; and (6) any other local project costs. D. The State will be responsible for securing the Federal and State share of the funding required for the development and construction of the local Project. If the Local Government is due funds for expenses incurred, these funds will be reimbursed to the Local Government on a cost basis. E. The Local Government will be responsible for all non-federal or non -state participation costs associated with the Project, including any overruns in excess of the approved local AFA-AFA_LongGen Page 2 of 13 Revised 05/06/2011 CSJ # 0916-35-168 District # 16 - Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20.205 Not Research and Development project budget unless otherwise provided for in this agreement or approved otherwise in an amendment to this agreement. F. Prior to the performance of any engineering review work by the State, the Local Government will pay to the State the amount specified in Attachment C. At a minimum, this amount shall equal the Local Government's funding share for the estimated cost of preliminary engineering for the Project. At least sixty (60) days prior to the date set for receipt of the construction bids, the Local Government shall remit its remaining financial share for the State's estimated construction oversight and construction cost. G. In the event that the State determines that additional funding by the Local Government is required at any time during the Project, the State will notify the Local Government in writing. The Local Government shall make payment to the State within thirty (30) days from receipt of the State's written notification. H. Whenever funds are paid by the Local Government to the State under this agreement, the Local Government shall remit a check or warrant made payable to the "Texas Department of Transportation Trust Fund.' The check or warrant shall be deposited by the State in an escrow account to be managed by the State. Funds in the escrow account may only be applied to the State Project. I. Upon completion of the Project. the State will perform an audit of the Project costs Any funds due by the Local Government, the State, or the Federal government will be promptly paid by the owing party. If. after final Project accounting, excess funds remain in the escrow account. those funds may be applied by the State to the Local Government's contractual obligations to the State under another advance funding agreement with approval by appropriate personnel of the Local Government. J. The State will not pay interest on any funds provided by the Local Government. K. If a waiver has been granted, the State will not charge the Local Government for the indirect costs the State incurs on the local Project, unless this agreement is terminated at the request of the Local Government prior to completion of the Project. L. If the Project has been approved for a "fixed price" or an "incremental payment'. non- standard funding or payment arrangement under 43 TAC §15.52, the budget in Attachment C will clearly state the amount of the fixed price or the incremental payment schedule. M. If the Local government is an Economically Disadvantaged County and if the State has approved adjustments to the standard financing arrangement, this agreement reflects those adjustments. N. The state auditor may conduct an audit or investigation of any entity receiving funds from the State directly under this contract or indirectly through a subcontract under this contract. Acceptance of funds directly under this contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit 0. Payment under this contract beyond the end of the current fiscal biennium is subject to availability of appropriated funds. If funds are not appropriated, this contract shall be terminated immediately with no liability to either party. A FA-AFA_LongGen Page 3 of 13 Revised 05/06/2011 CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CF DA # 20.205 Not Research and Development P. The Local Government is authorized to submit requests for reimbursement by submitting the original of an itemized invoice in a form and containing all items required by the State no more frequently than monthly. and no later than ninety (90) days after costs are incurred. If the Local Government submits invoices more than ninety (90) days after the costs are incurred. and if federal funding is reduced as a result, the State shall have no responsibility to reimburse the Local Government for those costs. Q. The State will not execute the contract for the construction of the Project until the required funding has been made available by the Local Government in accordance with this agreement. 4. Termination of this Agreement This agreement shall remain in effect until the project is completed and accepted by all parties. unless: A. The agreement is terminated in writing with the mutual consent of the parties: B. The agreement is terminated by one party because of a breach, in which case any cost incurred because of the breach shall be paid by the breaching party; C. The Local Government elects not to provide funding after the completion of preliminary engineering, specifications, and estimates (PS&E) and the Project does not proceed because of insufficient funds. in which case the Local Government agrees to reimburse the State for its reasonable actual costs incurred during the Project; or D. The Project is inactive for thirty-six (36) months or longer and no expenditures have been charged against federal funds, in which case the State may in its discretion terminate this agreement. 5. Amendments Amendments to this agreement due to changes in the character of the work. terms of the agreement, or responsibilities of the parties relating to the Project may be enacted through a mutually agreed upon. written amendment. 6. Remedies This agreement shall not be considered as specifying the exclusive remedy for any agreement default, but all remedies existing at law and in equity may be availed of by either party to this agreement and shall be cumulative 7. Utilities The Local Government shall be responsible for the adjustment, removal, or relocation of utility facilities in accordance with applicable State laws, regulations, rules, policies, and procedures, including any cost to the State of a delay resulting from the Local Government's failure to ensure that utility facilities are adjusted, removed, or relocated before the scheduled beginning of construction. The Local Government will not be reimbursed with federal or state funds for the cost of required utility work. The Local Government must obtain advance approval for any variance from established procedures. Before a construction contract is let, the Local Government shall provide, at the State's request, a certification stating that the Local Government has completed the adjustment of all utilities that must be adjusted before construction is completed. AFA-AFA_LongGen Page 4 of 13 Revised 05/06/2011 CSJ # 0916-35-168 District # 16 — Corpus : hristi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20.205 Not Research and Development 8. Environmental Assessment and Mitigation Development of a transportation project must comply with the National Environmental Policy Act and the National Historic Preservation Act of 1966, which require environmental clearance of federal -aid projects. A. The Local Government is responsible for the identification and assessment of any environmental problems associated with the development of a local project governed by this agreement. B. The Local Government is responsible for the cost of any environmental problem's mitigation and remediation. C. The Local Government is responsible for providing any public meetings or public hearings required for development of the environmental assessment. Public hearings will not be held prior to the approval of project schematic. D. The Local Government is responsible for the preparation of the NEPA documents required for the environmental clearance of this Project E. Before the advertisement for bids. the Local Government shall provide to the State written documentation from the appropriate regulatory agency or agencies that all environmental clearances have been obtained. 9. Compliance with Texas Accessibility Standards and ADA All parties to this agreement shall ensure that the plans for and the construction of all projects subject to this agreement are in compliance with the Texas Accessibility Standards (TAS) issued by the Texas Department of Licensing and Regulation. under the Architectural Barriers Act, Article 9102, Texas Civil Statutes. The TAS establishes minimum accessibility requirements to be consistent with minimum accessibility requirements of the Americans with Disabilities Act (P.L 101-336) (ADA). 10. Architectural and Engineering Services The Local Government has responsibility for the performance of architectural and engineering services. The engineering plans shall be developed in accordance with the applicable State's Standard Specifications for Construction and Maintenance of Highways, Streets and Bridges and the special specifications and special provisions related to it. For projects on the state highway system, the design shall, at a minimum conform to applicable State manuals. For projects riot on the state highway system, the design shall, at a minimum, conform to applicable American Association of State Highway and Transportation Officials design standards. In procuring professional services, the parties to this agreement must comply with federal requirements cited in 23 CFR Part 172 if the project is federally funded and with Texas Government Code 2254, Subchapter A. in all cases. Professional contracts for federally funded projects must conform to federal requirements, specifically including the provision for participation by Disadvantaged Business Enterprises (DBEs), ADA, and environmental matters. 1 1. Construction Responsibilities A. The Local Government shall advertise for construction bids, issue bid proposals, receive and tabulate the bids, and award and administer the contract for construction of the Project. Administration of the contract includes the responsibility for construction engineering and for issuance of any change orders, supplemental agreements, amendments, or additional AFA-AFA_LongGen Page 5 of 13 Revised 05/0612011 CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20 205 Not Research and Development work orders that may become necessary subsequent to the award of the construction contract. In order to ensure federal funding eligibility, projects must be authorized by the State prior to advertising for construction. B. The Local Government will use its approved contract letting and award procedures to let and award the construction contract. C. Prior to their execution, the State will be given the opportunity to review and approve contract change orders. D. Upon completion of the Project, the party constructing the Project will issue and sign a "Notification of Completion" acknowledging the Project's construction completion. E. For federally funded contracts, the parties to this agreement will comply with federal construction requirements cited in 23 CFR Part 635 and with requirements cited in 23 CFR Part 633, and shall include the latest version of Form "FHWA-1273" in the contract bidding documents. If force account work will be performed. a finding of cost effectiveness shall be made in compliance with 23 CFR 635. Subpart B. 12. Project Maintenance The Local Government shall be responsible for maintenance of locally owned roads after completion of the work and the State shall be responsible for maintenance of state highway system after completion of the work if the work was on the state highway system. unless otherwise provided for in existing maintenance agreements with the Local Government. 13. Right of Way and Real Property A. Right of way and real property acquisition shall be the responsibility of the Local Government Title to right of way and other related real property must be acceptable to TxDOT before funds may be expended for the improvement of the right of way or real property. B. If the Local Government is the owner of any part of the Project site under this agreement, the Local Government shall permit TxDOT or its authorized representative access to occupy the site to perform all activities required to execute the work. C. All parties to this agreement will comply with and assume the costs for compliance with all the requirements of Title II and Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970. Title 42 U.S.C.A. Section 4601 et seq., including those provisions relating to incidental expenses incurred by the property owners in conveying the real property to the Local Government, and benefits applicable to the relocation of any displaced person as defined in 49 CFR Section 24.2(g). Documentation to support such compliance must be maintained and made available to TxDOT and its representatives for review and inspection. D. The Local Government shall assume all costs and perform necessary requirements to provide any necessary evidence of title or right of use in the name of the Local Government to the real property required for development of the Project. The evidence of title or rights shall be acceptable to TxDOT, and be free and clear of all encroachments. The Local Government shall secure and provide easements and any needed rights of entry over any other land needed to develop the Project according to the approved Project plans. The Local Government shall be responsible for securing any additional real property required for completion of the Project. A FA-AFA_LongGen Page 6 of 13 Revised 05/06/2011 CSJ # 0916-35-168 District # 16 - Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20.205 Not Research and Development E. In the event real property is donated to the Local Government after the date of TxDOT's authorization. the Local Government will provide all documentation to TxDOT regarding fair market value of the acquired property. TxDOT will review the Local Government's appraisal, determine the fair market value and credit that amount towards the Local Governments financial share. If donated property is to be used as a funding match. it may not be provided by the Local Government. TxDOT will not reimburse the Local Government for any real property acquired before execution of this agreement and the obligation of federal spending authority. F. The Local Government shall prepare real property maps, property descriptions, and other data as needed to properly describe the real property and submit them to TxDOT for approval prior to the Local Government acquiring the real property. Tracings of the maps shall be retained by the Local Government for a permanent record. G. The Local Government agrees to make a determination of property values for each real property parcel by methods acceptable to TxDOT and to submit to TxDOT a tabulation of the values so determined, signed by the appropriate Local Government representative. The tabulations shall list the parcel numbers. ownership, acreage and recommended compensation. Compensation shall be shown in the component parts of land acquired. itemization of improvements acquired. damages (if any) and the amounts by which the total compensation will be reduced if the owner retains improvements. This tabulation shall be accompanied by an explanation to support the determined values, together with a copy of information or reports used in calculating all determined values. Expenses incurred by the Local Government in performing this work may be eligible for reimbursement after the Local Government has received written authorization by TxDOT to proceed with determination of real property values. TxDOT will review the data submitted and may base its reimbursement for parcel acquisitions on these values. H. Condemnation shall not be used to acquire real property for this Project. I. Reimbursement for real property costs will be made to the Local Government for real property purchased in an amount not to exceed eighty percent (800/o) of the cost of the real property purchased in accordance with the terms and provisions of this agreement. Reimbursement will be in an amount not to exceed eighty percent (80%) of TxDOT's predetermined value of each parcel, or the net cost of the parcel, whichever is less. In addition, reimbursement will be made to the Local Government for necessary payments to appraisers. expenses incurred in order to assure good title, and costs associated with the relocation of displaced persons and personal property as well as incidental expenses. If the Project requires the use of real property to which the Local Government will not hold title, a separate agreement between the owners of the real property and the Local Government must be executed prior to execution of this agreement The separate agreement must establish that the Project will be dedicated for public use for a period of not Tess than 10 (ten) years after completion. The separate agreement must define the responsibilities of the parties as to the use of the real property and operation and maintenance of the Project after completion. The separate agreement must be approved by TxDOT prior to its execution. A copy of the executed agreement shall be provided to TxDOT. A FA-AFA_LongGen Page 7 of 13 Revised 05/06/2011 CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20.205 Not Research and Development 14. Notices All notices to either party by the other required under this agreement shall be delivered personally or sent by certified or U.S. mail, postage prepaid. addressed to such party at the following addresses: Local Government: City of Corpus Christi Attn: City Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 State: Director of Contract Services Texas Department of Transportation 125 E. 11'h Street Austin, Texas 78701 All notices shall be deemed given on the date so delivered or so deposited in the mail, unless otherwise provided by this agreement. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that such notices shall be delivered personally or by certified U.S. mail and such request shall be honored and carried out by the other party. 15. Legal Construction If one or more of the provisions contained in this agreement shall for any reason be held invalid, illegal, or unenforceable in any respect; such invalidity, illegality, or unenforceability shall not affect any other provisions and this agreement shall be construed as if it did not contain the invalid, illegal, or unenforceable provision. 16. Responsibilities of the Parties The State and the Local Government agree that neither party is an agent, servant, or employee of the other party and each party agrees it is responsible for its individual acts and deeds as well as the acts and deeds of its contractors, employees, representatives, and agents. 17. Ownership of Documents Upon completion or termination of this agreement, all documents prepared by the State shall remain the property of the State. All data prepared under this agreement shall be made available to the State without restriction or limitation on their further use. AH documents produced or approved or otherwise created by the Local Government shall be transmitted to the State in the form of photocopy reproduction on a monthly basis as required by the State. The originals shall remain the property of the Local Government. At the request of the State, the Local Government shall submit any information required by the State in the format directed by the State. 18. Compliance with Laws The parties shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals in AFA-AFA_LongGen Page 8 of 13 Revised 05/06/2011 AMIN CSJ # 0916-35-168 District # 16 - Corpus Christi Code Chart 64 # 09800 Project Construct Additional Lanes (Williams Rd l Federal Highway Administration CFDA # 20.205 Not Research and Development any manner affecting the performance of this agreement. When required, the Local Government shall furnish the State with satisfactory proof of this compliance. 1 9. Sole Agreement This agreement constitutes the sole and only agreement between the parties and supersedes any prior understandings or written or oral agreements respecting the agreement's subject matter. 20. Cost Principles In order to be reimbursed with federal funds, the parties shall comply with the Cost Principles established in OMB Circular A-87 that specify that all reimbursed costs are allowable, reasonable, and allocable to the Project. 21. Procurement and Property Management Standards The parties shall adhere to the procurement standards established in Title 49 CFR §18.36 and with the property management standard established in Title 49 CFR §18.32. 22. Inspection of Books and Records The parties to this agreement shall maintain all books, documents, papers, accounting records, and other documentation relating to costs incurred under this agreement and shall make such materials available to the State, the Local Government, and, if federally funded, the Federal Highway Administration (FHWA), and the U.S. Office of the Inspector General, or their duly authorized representatives for review and inspection at its office during the contract period and for four (4) years from the date of completion of work defined under this contract or until any impending litigation, or claims are resolved. Additionally, the State. the Local Government. and the FHWA and their duly authorized representatives shall have access to all the governmental records that are directly applicable to this agreement for the purpose of making audits, examinations. excerpts, and transcriptions. 23. Civil Rights Compliance The Local Government shall comply with the regulations of the United States Department of Transportation as they relate to non-discrimination (49 CFR Part 21 and 23 CFR Part 200), and Executive Order 11246 titled "Equal Employment Opportunity," as amended by Executive Order 11375 and supplemented in the Department of Labor Regulations (41 CFR Part 60). 24. Disadvantaged Business Enterprise (DBE) Program Requirements A. The parties shall comply with the Disadvantaged Business Enterprise Program requirements established in 49 CFR Part 26 B. The Local Government shall adopt, in its totality, the State's federally approved DBE program. C. The Local Government shall set an appropriate DBE goal consistent with the State's DBE guidelines and in consideration of the local market, project size, and nature of the goods or services to be acquired. The Local Government shall have final decision-making authority regarding the DBE goal and shall be responsible for documenting its actions. D. The Local Government shall follow all other parts of the State's DBE program referenced in TxDOT Form 2395, Memorandum of Understanding Regarding the Adoption of the Texas AFA-AFA_LongGen Page 9 of 13 Revised 05/06;2011 CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20.205 Not Research and Development Department of Transportation's Federally -Approved Disadvantaged Business Enterprise by Entity, and attachments found at web address http://txdot.gov/business/business outreach/mou.htm. E. The Local Government shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT) - assisted contract or in the administration of its DBE program or the requirements of 49 CFR Part 26. The Local Government shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure non-discrimination in award and administration of DOT -assisted contracts. The State's DBE program, as required by 49 CFR Part 26 and as approved by DOT, is incorporated by reference in this LPAFA. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this LPAFA. Upon notification to the Local Government of its failure to carry out its approved program, the State may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.). F. Each contract the Local Government signs with a contractor (and each subcontract the prime contractor signs with a sub -contractor) must include the following assurance: The contractor, sub -recipient, or sub -contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT - assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this agreement, which may result in the termination of this agreement or such other remedy as the recipient deems appropriate. 25. Debarment Certifications The parties are prohibited from making any award at any tier to any party that is debarred or suspended or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, "Debarment and Suspension." By executing this agreement, the Local Government certifies that it is not currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Programs under Executive Order 12549 and further certifies that it will not do business with any party that is currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549. The parties to this contract shall require any party to a subcontract or purchase order awarded under this contract to certify its eligibility to receive federal funds and, when requested by the State, to furnish a copy of the certification. 26. Lobbying Certification In executing this agreement, each signatory certifies to the best of that signatory's knowledge and belief, that: A. No federal appropriated funds have been paid or will be paid by or on behalf of the parties to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into AFA-AFA_LongGen Page 10 of 13 Revised 05/06/2011 /'s CSJ # 0916-35-168 444 District # 16 — Corpus Christi Code Chart 64 # 09800 Project. Construct Additional Lanes Williams Rd ) Federal Highway Administration CFDA # 20.205 Not Research and Development of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. B. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with federal contracts, grants, loans, or cooperative agreements, the signatory for the Local Government shall complete and submit the Federal Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. C. The parties shall require that the language of this certification shall be included in the award documents for all sub -awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and all sub -recipients shall certify and disclose accordingly. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Title 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 27. Insurance If this agreement authorizes the Local Government or its contractor to perform any work on State right of way, before beginning work the entity performing the work shall provide the State with a fully executed copy of the State's Form 1560 Certificate of Insurance verifying the existence of coverage in the amounts and types specified on the Certificate of Insurance for all persons and entities working on State right of way. This coverage shall be maintained until all work on the State right of way is complete. If coverage is not maintained, all work on State right of way shall cease immediately, and the State may recover damages and all costs of completing the work. 28. Federal Funding Accountability and Transparency Act Requirements A. Any recipient or sub -recipient of funds under this agreement agrees to comply with the Federal Funding Accountability and Transparency Act (FFATA) and implementing regulations at 2 CFR Part 170, including Appendix A. This agreement is subject to the following award terms: http://edocket.access.gpo.gov/2010/pdf/2010-22705.pdf and http:/ledocket.access.qpo.gov/2010/pdf/2010-22706.pdf. B. For sub -awards greater than $25,000, the Local Government, as a recipient of federal funding, shall: 1. Obtain and provide to the State and the Federal government, a Central Contracting (CCR) number with the Federal government (Federal Acquisition Regulation, Part 4, Sub -part 4.1100). The CCR number may be obtained by visiting the CCR website whose address is: https://www.bpn.govIcer/default.aspx; 2. Obtain and provide to the State and the Federal government, a Data Universal Numbering System (DUNS) number, a unique nine -character number that allows Federal government to track the distribution of federal money. The DUNS may be requested free of charge for all businesses and entities required to do so by visiting the Dun & Bradstreet (D&B) on-line registration website http://fedaov.dnb.com/webform; and AFA-AFA_LongGen Page 11 of 13 Revised 05/06/2011 CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project. Construct Additional Lanes (Williams Rd l Federal Highway Administration CFDA # 20.205 Not Research and Development 3. Report the total compensation and names of its top executives to the State and Federal government if: i. More than 80% of annual gross revenues are from the Federal government. and those revenues are greater than $25.000,000 annually: and ii. Compensation information is not already available through reporting to the U.S. Securities and Exchange Commission (SEC). 29. Single Audit Report A. The parties shall comply with the requirements of the Single Audit Act of 1984. P.L. 98-502, ensuring that the single audit report includes the coverage stipulated in OMB Circular A- 133. B. If threshold expenditures of $500,000 or more are met during the Local Government's fiscal year, the Local Government must submit a Single Audit Report and Management Letter (if applicable) to TxDOT's Audit Office, 125 E. 11th Street, Austin, TX 78701 or contact TxDOT's Audit Office at http:/!www.txdot aov/contact us/audit.htm. C. If expenditures are less than S500,000 during the Local Government's fiscal year. the Local Government must submit a statement to TxDOT's Audit Office as follows "We did not meet the S500,000 expenditure threshold and therefore. are not required to have a single audit performed for FY D. For each year the project remains open for federal funding expenditures, the Local Government will be responsible for filing a report or statement as described above. The required annual filing shall extend throughout the life of the agreement, unless otherwise amended or the project has been formally closed out and no charges have been incurred within the current fiscal year. 30. Signatory Warranty Each signatory warrants that the signatory has necessary authority to execute this agreement on behalf of the entity represented AFA-AFA_LongGen Page 12 of 13 Revised 05/06/2011 CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20.205 Not Research and Development THIS AGREEMENT IS EXECUTED by the State and the Local Government in duplicate. THE LOCAL GOVERNMENT OSCG /, Typed or Printed Name 43T (f Title Date THE STATE OF TEXAS Janic Ilenix Dire r of Contract Services Texas Department of Transportation .a/vi acs t ,_ Dat AFA-AFA_LongGen Approved as 10 Legal form. Veronica Ocanas Assistant City Attorney For City Attorney -e50/C/3(C) AU1Wrome :zii:.:s.c t.:ViirieiL 1131)12_, SE.CTiE1 V .- Page 13 of 13 Revised 05/06/2011 AFA-AFA_LongGen eab CSJ # 0916-35-168 41/111 District # 16 — Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20.205 Not Research and Development ATTACHMENT A RESOLUTION OR ORDINANCE Page 1 of 1 Attachment A Resolution authorizing the City Manager, or designee, to execute an Interlocal Agreement with the Texas Department of Transportation (TXDOT) for an Advance Funding Agreement for a Metropolitan Mobility/Rehabilitation Project Off -System for the Williams Drive Improvements, Phase 3, from Staples to Airline Road. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Manager or designee is authorized to execute an Advance Funding Agreement with the Texas Department of Transportation for a Metropolitan Mobility/Rehabilitation Project (Off -System) for the Williams Drive Improvements, Phase 3. from Staples to Airline. Section 2. The City Manager or designee is authorized to execute all related documents necessary to administer said Agreement, including non substantial amendments thereto. ATTEST: Armando Chapa City Secretary APPOVE i AS TO FORM: 08 -Dec -11 Veronica Ocanas Assistant City Attorney for City Attorney THE CITY OF CORPUS CHRISTI Joe Aoit me Mayor J:11.ENG11 AGENDA ITEM S1121011712\011712 RESO AFA Metropolitan Mobility Rehab Project (Off - System) - Williams Dr Phase 3.docx 029360 Corpus Christi. Texas 3154' of iiiV rvir— , 2012 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Kelley Allen Larry Elizondo, Sr. Priscilla G. Leal David Loeb John E. Marez Nelda Martinez Mark Scott C� ct,,x 029360 CSJ # 0916-35-168 District # 16 — Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20 205 Not Research and Development ATTACHMENT B - LOCATION MAP SHOWING PROJECT NUECES BAY CORPUS CHRISTI BAY PROJECT LOCATION Phase 3 PROJECT #rB3D LOCATION MAP NOT TO SCALE FLOUR BLUFF WILLIAMS DRIVE IMPROVEMENTS, PHASE 3 FROM STAPLES STREET TO AIRLINE ROAD CITY COUNCIL EXHIBIT CITY OF CORPUS CHHRISTi, TEXAS DEPARTMENT Cr ENC::EERINC SERVICES PAGE: 1 of 1 0.4TE. E/1E/201I AFA-AFA_LongGen Page 1 of 1 Attachment B CSJ # 0916-35-168 District # 16 - Corpus Christi Code Chart 64 # 09800 Project: Construct Additional Lanes (Williams Rd.) Federal Highway Administration CFDA # 20.205 Not Research and Development ATTACHMENT C - PROJECT BUDGET Description Total Estimated Federal Participation State Participation 1 Local Participation Cost % Cost % Cost % Cost Engineering/ Environmental (by Local Government) $ 561,437.59 0% $0 0% $0 100% $ 561,437.59 Utilities (by Local Government) S 616,965.00 0% $0 0% $0 100% $ 616,965.00 Construction Admin. (by Local Government) S 610,258.250% $0 10% $0 100% $ 610,258.25 Construction 154,700,000 00 (by Local Government) 80% $3,760,000.00 0% $0 20% $ 940,000.00 Subtotal $6,488,660.84 S 3,760,000.00 SO 2.728.660.84 Direct State Costs for 'State Preliminary Engineering $37,110.00 Environ. Direct State Costs t20%) $ 7,422.00 , 0`' 50 0'',. SO 100% $ 7.422 00 Right of 'Nay Direct Costs (20%) $ 7,422.00 0% 5>0 0% SO 100% $ 7,422.00 Engineering Direct State Costs (40% $ 14,844.00 0% I, 5:50 0` . SO 100'=, S 14.844.00 Utility Direct State Costs (20% .$ 7,422.00 0% 50 0c 5 SO 100% $ 7,422.00 Construction Direct State Costs (0.56%) ;$ 27.189.00 0`r '>0 0=t SO 100% $ 27,189.00 Indirect State Costs (6.2%) '$ 402,296.97 0` SO 100% $ 402,296.97 0% S0 Subtotal I$ 466,595.97, $0 S 402,296.97 ±$ 64,299.00 TOTAL $6,955,256.81 ;$ 3,760,000.00 3 402,296.97''$ 2,792,959.84 Initial payment by the Local Government to the State: S37.110.00. Payment by the Local Government to the State before construction: $27,189.00. Estimated total payment by the Local Government to the State $64,299.00. This is an estimate. The final amount of Local Government participation will be based on actual costs. AFA-AFA_LongGen Page 1 cf 1 Attachment C ‘t• Corpus Chr sti Capital Programs Williams Drive Phase 3 from Staples Street to Airline Road Bond 2012 Council Presentation September 29, 2015 Project Location Corpus Chr sti Capital Programs ' • f,t,17,1 ' . : .. 1. ")''',.:‘. • ; . . 4 .., .. 4-' - - - - - i 1 r" * : 1 •••0.- ,•.VW :II I . i • • i -- I • ,••'- ••• - • _ _. , . . -1-• .: :I "" "^""' 1 MP RP * . , •- II .1. .4.C1 -E11- 4- 1. • . - ' - Ir r 1 4. . ' -, iphilrelh14 --. ; 2 Project Location Corpus Chr sti Capital Programs 4imik L\N,‘-sek, / STAPLES ST & AIRLINE DRIVE /— TYPICAL THRU SECTION elk • "•••., N STAPLES ST & AIRLINE DRIVE . TRAVEL LANE 11.5 TRAVEL LANE 11 5' TRAVEL LANE TIRAVEL TYPICAL THRU SECTION 3 Project Scope tat4 Corpus Chr sti Capital Programs Project includes: • Joint City/TXDOT Project for reconstruction and widening of Williams Drive from Staples Street to Airline Road • Replacement of the existing 2 -lane HMAC road with a new 4 -lane concrete road • New 10' wide combined tied sidewalk and bicycle path on both sides • Reconstruct and relocate six (6) existing RTA bus stops including curb access and shelters • Improvements to existing water, wastewater, storm sewer, & gas infrastructure within the street section • Reimbursement of $3.76 million through the approved TXDOT Advanced Funding Agreement Project Schedule Corpus Chr sti Capital Programs 2014 2015 2016 2017 N O z 0 -, LL 2 Q g -) -) Q ui O DESIGN BID and AWARD O Z 0 c d LL Q d 0 O Z 0 d LL CONSTRUCTION and CLOSE OUT Project Estimate: 450 Calendar Days 18 Months Estimated Completion February 2017 AGENDA MEMORANDUM First Reading Item for the City Council Meeting of September 22, 2015 Second Reading Item for the City Council Meeting of September 29, 2015 DATE: September 14, 2015 TO: Ronald L. Olson, City Manager THRU: Wes Pierson, Assistant City Manager Business Support Services wesp©cctexas.com (361) 826-3082 THRU: Gustavo Gonzalez, P. E., Assistant City Manager of Public Works/Utilities gustavogo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 Constance P. Sanchez, Director of Finance constancep©cctexas.com (361) 826-3227 Ordinance Appropriating Fund Proceeds Fiscal Year 2014 - 2015 CAPTION: Ordinance appropriating amounts of (a) $13,184.50; (b) $290,604.57 (c) $484,822.06; (d) $47,395.11; and (e) $192,120.28 into the Airport CIP, Bond Proceed, Utility Revenue Bond, Specialty Bond Proceeds and other Unappropriated Funds, respectively, for the following purposes: City's match for future FAA Grant Projects, Bayfront, Public Facilities, Fire, Police, Public Health and Safety, Sanitary Landfill, Convention Center, Parks, and Streets, and as further detailed in the Attachment 1; changing the FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 to increase expenditures accordingly. PURPOSE: This item will appropriate all unappropriated capital proceeds accrued from June 1, 2014 through July 31, 2015 in the City's respective Capital Improvement Program Funds. BACKGROUND AND FINDINGS: This agenda item is a routine practice to efficiently manage City finances and provides additional funds which can be used for approved projects and debt service payments. It also facilitates the closure of older funds to comply with arbitrage regulations and is a responsible fiduciary practice for governmental accounting. These unappropriated capital revenues come from a variety of sources including interest earnings, miscellaneous revenues collected, and reimbursements. (See Attachment A). Miscellaneous funding for this year includes Clean Energy Credit Rebates, Street Assessments collected, lease revenue from Real Tex Construction in conjunction with the construction of The Cosmopolitan and recovery of expenses on a closed project. ALTERNATIVES: 1. Appropriate the funds as recommended. 2. Do not appropriate funds (not recommended) OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to statutes regarding the City's financial policies. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Finance Department FINANCIAL IMPACT: ❑ Operating X Revenue ❑ Capital ❑ Not applicable Fiscal Year: 14-15 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 0 Encumbered / Expended Amount This item 1,028,126.52 1,028,126.52 BALANCE 1,028,126.52 1,028,126.52 Fund(s): This item will appropriate $1,028,126.52 in interest and other revenues to the funds listed in Attachment One. RECOMMENDATION: City Staff recommend the approval of this item so the unappropriated funds can be appropriated into their corresponding funds. LIST OF SUPPORTING DOCUMENTS: Attachment One Ordinance ORDINANCE APPROPRIATING AMOUNTS OF (A) $13,184.50; (B) $290,604.57 (C) $484,822.06; (D) $47,395.11; AND (E) $192,120.28 INTO THE AIRPORT CIP, BOND PROCEED, UTILITY REVENUE BOND, SPECIALTY BOND PROCEEDS AND OTHER UNAPPROPRIATED FUNDS, RESPECTIVELY, FOR THE FOLLOWING PURPOSES: CITY'S MATCH FOR FUTURE FAA GRANT PROJECTS, BAYFRONT, PUBLIC FACILITIES, FIRE, POLICE, PUBLIC HEALTH AND SAFETY, SANITARY LANDFILL, CONVENTION CENTER, PARKS, AND STREETS, AND AS FURTHER DETAILED IN THE ATTACHMENT 1; CHANGING THE FY 2015 CAPITAL IMPROVEMENT BUDGET ADOPTED BY ORDINANCE NO. 030303 TO INCREASE EXPENDITURES ACCORDINGLY. NOW THEREFORE: BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI: Section 1. An amount of $13,184.50 in Airport Capital Improvement Plan (CIP) interest earnings is appropriated in the funds as listed in Attachment 1, Section 1 for the City's match for future FAA Grant Projects. Section 2. An amount of $290,604.57 in Bond Proceed interest earnings for Bayfront, Public Facilities, Fire Police, Public Health and Safety, Sanitary Landfill, Convention Center, Parks, and Streets is appropriated in the funds as listed in Attachment 1, Section 2 for the stated bond projects not yet complete, similar projects to be approved by City Council or the payment of debt service. Section 3. An amount of $484,822.06 in Utility Revenue Bond interest earnings is appropriated in the funds as listed in Attachment 1, Section 3 for the support of the City's approved Capital Improvement Program. Section 4. An amount of $47,395.11 in Specialty Bond Proceed interest earnings, Sales Tax Bonds for the Seawall and Arena, Packery Channel Bonds, and Energy Efficiency Bonds is appropriated in the funds as listed in Attachment 1, Section 4 for the stated bond projects not yet complete, the support of the City's approved Capital Improvement Program, specific military supported projects and as determined by the Type A Board. Section 5. An amount of $192,120.28 in Other Appropriated Funds for street assessments, construction yard lease rental, sale of scrap and project refund is appropriated in the funds as listed in Attachment 1, Section 5 for the repair of city street due to private construction and other street expenses to be approved by City Council. Section 6. The FY 2015 Capital Improvement Budget adopted by Ordinance No. 030303 is changed to increase expenditures by $1,028,126.52. ATTEST: 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 , 2015, 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 , 2015, 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 Unappropriated Revenue From Capital Improvement Funds From 06/01/2014 to 07/31/2015 SECTION 1: AIRPORT FUND FUND NAME AMOUNT 3018 Airport CIP Fund (Capital Reserves) $ 54.51 3019 Airport CIP Fund (Other) 1,320.38 3024 Airport 2000A CIP Fund (Revenue Bond) 1,110.92 3025 Airport 2000B (Revenue Bond) 18.70 3026 Airport 2012 CO CIP Fund 10,439.34 4621 Airport Passenger Facility Charge Fund 186.76 4631 SECTION Airport Customer Facility Charge 2010 CIP Fund (CO) SECTION 1: AIRPORT TOTAL 53.89 $ 13,184.50 2 : BOND PROCEEDS FUND PROJECT AMOUNT 3126 Bayfront Development 09 General Obligation CIP (Bond 08) $ 18,919.96 3160 City Facilities CIP Fund 99.10 3162 Public Facilities 2013 General Obligation (Bond 12) 17,248.57 3191 Fire Improvements 09 General Obligation CIP Fund (Bond 08) 6,454.98 3342 Police 2013 General Obligation Fund (Bond 12) 1,349.15 3350 Public Health and Safety CIP Fund 595.98 3359 Public H & S 2004 CIP Fund (CO) 499.88 3362 Sanitary Landfill 2006 CIP Fund (CO) 1,251.94 3365 Sanitary Landfill 2008 CIP (CO) 2,599.49 3366 Public Health & Safety 13 General Obligation CIP (Bond 2012) 666.91 PUBLIC H&S SUB -TOTAL $ 49,685.96 SECTION 2: BOND PROCEEDS (continued) FUND PROJECT AMOUNT 3226 Library 09 General Obligation CIP Fund (Bond 08) $ 161.12 3182 Convention Center 2010 CIP Fund (CO) $ 55.17 3280 Park CIP $ 114.19 3289 Park & Rec 2005 CIP Fund (GO) 226.75 3290 Park & Rec 08 TN CIP Fund (TN) 10.24 3291 Park & Rec 09 GO CIP Fund (Bond 08) 568.77 3292 Parks & Rec 2010 GO (Bond 08) 2,891.38 3293 Parks & Rec 2013 GO (Bond 2012) 35,392.65 PARK SUB -TOTAL $ 39,203.98 3530 Street CIP Fund $ 2,659.01 3541 Street 2005 CIP Fund (GO) 3,951.77 3544 Street 2007A CIP Fund (GO) 582.32 3545 Street 08 Tax Notes CIP Fund (TN) 113.11 3546 Street 09 GO CIP Fund (Bond 08) 9,332.12 3548 Street 2012 GO CIP Fund (Bond 08) 28,674.91 3549 Street 2013 GO CIP (Bond 2012) 138,942.92 3550 Streets 2013 Tax Notes (Bond 2014 Design) 11,876.55 3701 Developer Participation (Bond 2012) 5,365.63 STREET SUB -TOTAL $ 201,498.34 SECTION TWO: BOND PROCEEDS TOTAL $ 290,604.57 SECTION 3 : REVENUE BONDS Amount FUND PROJECT AMOUNT 3480 Storm Water CIP Fund $ 1,131.89 3494 Storm Water 2012A CIP Fd (RvBd) 12,975.55 3495 Storm Water 2012B CIP Rev Bds 46,831.45 3496 Storm Water 2012A CIP (Bd 2012 4,986.59 3497 Storm Water 2013 CIP (Rev Bds) 45,566.61 3498 Storm Water 2013 CIP (Bd 2012) 31,988.71 4525 Stormwtr 09 CIP Fd -(rev bonds) 0.00 4526 StormW 09 CIP Fd -(rev bd 08G0) 554.51 4528 StormW 2010A CIP REV tax-exmpt 260.02 4529 Storm Wtr 2010B REV Txbl BAB 2,331.73 4540 Storm Water Capital Reserves 514.70 STORM WATER SUB -TOTAL $ 147,14t76 3600 Gas CIP Fund $ 1.65 4551 Gas 09 CIP Fund -(rev bd-08G0) 547.45 4553 Gas 2010A CIP REV tax -exempt 0.00 4556 Gas 2012A CIP (bd 2012) 88.51 4555 Gas 2012B CIP Fd (Rev Bds) 253.15 4557 Gas 2013 CIP (Rev Bds) 4,400.46 4558 Gas 2013 CIP (Bond 2012) 526.27 4560 Gas Cap Reserve 1,363.16 GAS SUB -TOTAL $ 7,180.65 SECTION 3 : REVENUE BONDS (continued) Amount FUND PROJECT AMOUNT 4080 Water CIP Fund $ 7,240.13 4086 Water 2007A-1 CIP (TMPC CO) 147.84 4087 Water 2010 TWDB-WIF Loan (Rev) (526.24) 4088 Water 2012 CIP Fd (RvBd) 3,748.77 4089 Water 2012A CIP Fd (RvBd) 25,855.65 4091 Water 2012B CIP Fund (Rev Bds) 34,134.60 4092 Water 2012A CIP (Bd 2012) 1,419.31 4093 Water 2013 CIP (Rev Bds) 61,167.50 4094 Water 2013 CIP (Bd 2012) 7,514.05 4095 Water 2014 CIP MRP 2 24,383.53 3492 Water 09 CIP Fd - (Rev Bds) 0.00 4476 Water 09 CIP Fd (rev bd-08G0) 76.39 4478 Water 2010A CIP REV tax-exmpt 815.71 4479 Water 20108 REV Txbl BAB 5,175.55 WATER SUB -TOTAL $ 171,152.79 SECTION 3: REVENUE BONDS (continued) Amount FUND PROJECT AMOUNT 3430 Wastewater CIP Fund $ 40.48 4242 Wastewater 1995A CIP Fund(SRF) 2,119.94 4247 Wastewater 2012 CIP Fd (RvBd) 378.41 4248 Wastewater 2012A CIP Fd (RvBd) 6,965.86 4249 Wastewater 2012B CIP (Rev Bds) 45,416.15 4250 Wastewater 2006 CIP Fd (Rev Bds) 162.80 4251 Wastewater 2012A CIP (Bd 2012) 871.30 4252 Wastewater 2013 CIP (Bd 2012) 88,725.11 4253 Wastewater 2013 CIP (Rev Bds) 5,957.18 4501 WasteW 09 CIP Fd -(rev bd-08G0) 287.52 4503 WasteW 2010A CIP Rev Tax Exempt 172.19 4504 Wastewater 2010B REV Txbl BAB 2,035.71 4510 Wastewater Capital Reserves 6,214.21 WASTEWATER SUB -TOTAL $ 159,346.86 SECTION 3: REVENUE BONDS TOTAL $ 484,822.06 SECTION 4: SPECIALTY BONDS & OTHER CIP FUND PROJECT AMOUNT 3489 Storm Water 2007A-1 (TMPC CO) $ 3,552.50 4246 Wastewater 2007A-1 (TMPC CO) 401.58 3542 Street 2007A-1 CIP (TMPC GO) 1,418.77 3543 Street 2007A-1 CIP (TMPC CO) 5,316.25 TMPC SUB-TOTAL $ 10,689.10 3270 Seawall CIP Fund (2002 Sales Tax Rev.Bds) $ 34.79 3271 Seawall System CIP Fund 1,520.82 3272 Seawall Maintenance Reserve Fd 24,496.75 3274 Arena Type A 217.26 SALES TAX BOND SUB-TOTAL $ 26,269.62 3161 Energy Effncy CIP 2012 PPFCO $ - 3163 Energy Effcny CIP 2014 PPFCO 5,434.81 ENERGY EFFNCY BOND SUB-TOTAL $ 5,434.81 3278 Packery Channel Projects TIF#2 $ 1,865.15 3234 Marina $ 3,136.43 SECTION 4: SPECIALTY BONDS & OTHER CIP TOTAL $ 47,395.11 SECTION 5: OTHER UNAPPROPRIATED MISCELLANEOUS FUND PROJECT 3160 City Facilities CIP Fund 3530 Street CIP: Street Assessments 3530 Street CIP: Real Tex Construction Lease 3530 Street CIP: Sale of Scrap 3530 Street CIP: Recovery of expenses AMOUNT $ 73,597.96 97,861.32 15,774.00 0.00 4,887.00 SECTION 5: OTHER UNAPPROPRIATED MISC. TOTAL $ 192,120.28 SECTION 6: CORRECT PRIOR APPROPRIATIONS SECTION 6: CORRECT PRIOR APPROPRIATIONS TOTAL 0.00 TOTAL JUNE 1, 2014 - JULY 31, 2015 CAPITAL APPROPRIATIONS $ 1,028,126.52 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of September 22, 2015 Second Reading Ordinance for the City Council Meeting of September 29, 2015 DATE: September 1, 2015 TO: Ronald L. Olson, City Manager FROM: Kim Womack, Communication, Media Relations & E -Government Director Kimw@cctexas.com (361) 826-3211 Comprehensive Redesign of City of Corpus Christi Website CAPTION: Ordinance authorizing City Manager or designee to execute a Statement of Work to purchase web design services from Digital Results LLC, dba Springbox, in accordance with Texas Department of Information Resources contract DIR-TSO-2619 in the amount of $185,081.04; appropriating $185,081.04 from the unreserved fund balance of the No. 1020 General Fund; changing the FY 2014-2015 Operating Budget adopted by Ordinance 030294 to increase expenditures by $185,081.04 PURPOSE: To contract with a third party website design company to redesign the City of Corpus Christi website also known as www.cctexas.com. BACKGROUND AND FINDINGS: As part of the overall communication reorganization and the three year strategic communication plan staff was tasked with a redesign of the City's main website. Original funding for the redesign was allocated in late 2014 from budget savings. This funding subsequently moved to the unreserved fund balance after staff determined a comprehensive analysis of the City's website needed to occur prior to selecting a vendor. The City's website receives over 9.8 million page views annually and in Fiscal Year 2014 collected over $26 million for utility payments and roughly $1 million for online registrations, permits and certificates. A website assessment was conducted in-house using a variety of factors including google analytics, an online survey and research within the site. Some basic findings confirmed the need for a complete redesign including: • Lack of mobile responsive design. Roughly 40% of all visitors originate from mobile devices and this is expected to continue to rise based on industry experts. • Difficult navigation with multiple click-thru layers. • Visual appeal is dated and accessibility needs to be improved. • Excessive number of pages resulting from data created forms.(2,131 pages) • Existing programming vendor lacks urgency in responsiveness. • Limited in-house programming expertise. • Multiple departments have created independent websites outside of citywide enterprise site due to a variety of issues. • Consolidation of payment engines into one navigational unit. After consultation with Municipal Information Systems (MIS) Department, staff began to seek out proven government providers in website development by accessing state and government certified providers from the State of Texas Department of Information Resources (DIR). The DIR prescreens technology providers and negotiates reduced government pricing. Staff researched over 20 providers on the DIR by accessing vendor websites and example customer sites. Four vendors were determined to have the expertise with government website and the experience necessary to develop a "best in class" website. After a series of conference calls one vendor was eliminated. The vendor would only approach redesign of the city website in a phase approach with no cap on expenses which staff determined was unacceptable. The three remaining vendors participated in multiple conference calls and submitted proposals. Staff is recommending SpringBox Digital Partners for the award of the website redesign. The company is based in Austin, Texas and has an innovative approach to website redesign. The company has worked with various sized organizations throughout the United States. The company principles have Fortune 100 experience including Dell, Nestle, Samsung, UPS, and many more. The vendor understands the city's desire to have the "best city website" and has committed a dedicated team to accomplish this mission. Some of the key factors in recommending SpringBox include: • Expertise and experience with large websites including Nestle, Dell and most recently the University of Texas. • Included on-site customer research component in order to integrate both citizen and departmental needs in navigation and responsiveness. • In-house team dedicated to open source content management systems. • Dedicated project team for responsive design, navigation and content migration. • Aggressive timeline for implementation. • Optional monthly maintenance for programming to allow for special projects and initiatives. Overall, SpringBox best fit the goals of the comprehensive website redesign. The new website will be hosted with a redundant hosting environment provided by Microsoft as part of the existing MIS contract. ALTERNATIVES: The project could be brought in-house to the Communication Department with the addition of an additional full-time website programming staff position and equipment expenditures at an estimated cost of a minimum of $120,000 per year. This option would result in higher personnel costs and a longer project completion timeline. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to Purchasing policy (DIR Contracting), Communication Strategic Plan 2014-2017, Financial Policies for use of unreserved fund balance for one-time purchases. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Municipal Information Systems Purchasing 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 $185,081.04 $20,000 $205,081.04 Encumbered / Expended Amount 0 0 0 This item $185,081.04 0 $185,081.04 BALANCE 0 0 $20,000 Fund(s): Unreserved Fund Balance $185,081.04 Comments: Funds were originally slated for 2014 but due to the delay in securing a vendor and website analysis funding fell to unreserved balance. Expenditure is an allowable one-time expense. Included in the cost is $10,200 contingency for additional maintenance and support during the redesign. In future years, $20,000 would be allocated from budgeted funds for design upgrades and maintenance as needed. RECOMMENDATION: Staff recommends approval. LIST OF SUPPORTING DOCUMENTS: Ordinance, Contract Ordinance authorizing City Manager or designee to execute a Statement of Work to purchase web design services from Digital Results LLC, dba Springbox in accordance with Texas Department of Information Resources contract DIR-TSO-2619 in the amount of $185,081.04; appropriating $185,081.04 from the unreserved fund balance of the No. 1020 General Fund; changing the FY 2014-2015 Operating Budget adopted by Ordinance 030294 to increase expenditures by $185,081.04 Be it ordained by the City Council of Corpus Christi, Texas, that: Section 1. That the City Manager or designee is authorized to execute a Statement of Work to purchase web design services from Digital Results LLC, dba Springbox in the amount of $185,081.04 in accordance with the Texas Department of Information Resources contract DIR-TSO-2619. Section 2. That $185,081.045 is appropriated from the unreserved fund balance in the No. 1020 General Fund for the purchase of web design services in accordance with Section 1 herein. Section 3. That the FY 2014-2015 Operating Budget adopted by Ordinance 030294 is changed by increasing expenditures by $185,081.04. 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 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 , 2015, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas @BCL@FC051A4B PASSED AND APPROVED, this the day of , 2015. ATTEST: Rebecca Huerta City Secretary @BCL@FC051A4B Nelda Martinez Mayor SPRflNG B DIGITAL PARTNERS STATEMENT OF WORK Website Redesign September 1, 2015 Developed for: 1201 Leopard St Corpus Christi, TX 78401 TM 1 SPRDNG BOX DIGITAL PARTNERS BACKGROUND The City of Corpus Christi, Texas is looking to elevate their digital experience and better communicate with residents. They have engaged Springbox to redesign and build a responsive site to ensure an experience that is accessible, WCAG 2.0 compliant, safe and user friendly. Springbox's Strategy, UX, Creative and Development teams will collaborate to develop a site that meets all best practices and serves all user groups of the city website, both internal and external. In addition, the client team at the Department of Communication will utilize their internal resources to ensure the site is built as efficiently as possible through collaboration around content migration. Phase I outlined below will yield a more defined roadmap, estimate, and internal staffing recommendation to set up a successful build of the new website. The Phase II build is currently scoped with estimated hours per department and tasks that make up the Springbox proven process. SCOPE OF WORK - SERVICE AND DELIVERABLES The below defines the items that are considered in scope for this website redesign, through two Phases. The entire scope of work will be approached with the WCAG 2.0 compliancy at the forefront. WCAG 2.0 guidelines will be followed using the WC3 recommendations here: http://www.w3.org/TR/2008/REC- WCAG20-20081211/ PHASE I: STRATEGIC DISCOVERY In Scope Items • 2 day, on-site stakeholder interview sessions o Survey creation and distribution to all departments to align on priorities before on-site sessions o 30 minute session with each of the 30 departments, on-site at the City of Corpus Christi offices o 1 hour session with city selected residents Persona validation Competitive analysis of 1-2 sites Sitemap creation based on content recommendations o L1-L2, including L3 if necessary • 1 round of revision User path flows 6-8 Responsive Web Design Wireframes o 2 rounds of revision Best practices review and high-level content guidance on how to organize content and flow Technical audit and recommendations o Deep dive audit of potential CMS solutions, based on identified content needs and persona research o 2 stakeholder interviews with IT team • Initial alignment and goal setting interview • Validation and recommendation interview o Defined feature list o Recommendation for CMS Clearly defined estimate for Phase II including number of feature sets/content modules, hours per department and collaboration plan for content migration o Estimate and plan will be agreed upon by both parties before moving into the website build Project and Account Management 05/02/14 SPRDNG BOX DIGITAL PARTNERS Out of Scope Items for Phase I • Site content creation beyond wireframes Post handoff support Additional rounds of review Additional design concepts outside of pre -created templates • Front- or back -end development of wireframes or templates within the chosen CMS Cost Breakdown, Phase 1: Cost: $40,127.445 Timing: 5-7 weeks Category Service Hours Rate MSRP Total Discount Total Website Design/Development Content Strategy 120 154 18480 20.75% 14645.4 Website Design/Development UX 120 154 18480 20.75% 12645.4 Web Content Management Development 51 170 8670 20.75% 6870.975 Website Design/Development PM 36 139 5004 20.75% 3965.67 TOTAL 50634 40127.445 PHASE II: IMPLEMENTATION Phase I of this engagement will further define tasks, estimates and deliverables for the full site build (Phase II) and will be outlined in a separate document at the completion of the first phase. At this time, the following is our best estimate of effort across teams to build a customized website for the City of Corpus Christi, based off of best practices, WCAG 2.0 guidelines and Springbox process: Set -Up: • Brand onboarding Type -kit set up Staging site creation Production environment set up Chosen CMS initial set up Strategy & Research: • IA/Navigation review SEO recommendations Source messaging audit and recommendations Concepting/Ideation: Creative brief development Ideation/Concept development Cross functional collaboration to validate concepts 05/02/14 ii SPRDNG BOX DIGITAL PARTNERS Execution: • Additional wireframe development, where necessary Homepage concept design o # of concepts and rounds of revision to be determined upon completion of Phase 1 Global styles and navigation design Design of additional unique content layouts o # of unique layouts to be determined upon completion of Phase 1 Stock image sourcing and support Copywriting for website messaging o Homepage o Headlines for all department pages o Creation of style guide for all L1 pages • Each department is responsible for editing existing content on landing page to fit the style guide • Light support where needed for consistency in voice and tone Content Migration o Springbox and the Client will align on a content migration plan to ensure that all pertinent content is migrated to the new site without increasing scope Development of an alpha site for user feedback o Priority of alpha launched pages and timeline of testing to be determined at the onset of Phase II o All user feedback to be collected and synthesized by the client o Client and Springbox will prioritize feedback and edits following agreed upon alpha testing timeline • Major edits may require additional scope and corresponding change order Form and Module Development o # of forms and modules to be determined upon completion of Phase 1 Style guide development for messaging and design CMS training documentation and two hour on-site training at City of Corpus Christi office Google analytics tagging implementation o # of events and custom tags to be determined upon completion of Phase I • Meta data and Alt tag creation • Quality assurance of all deliverables Cost BrP kclown Phase 11: • Cost: $136,870.10 • Timing: TBD Category Service Hours Rate MSRP Total Discount Total Website Design/Development Content Strategy 52.5 154 8085 20.75% 6407.36 Website Design/Development UX 52.5 154 8085 20.75% 6407.36 Website Design/Development Creative (Design) 367.5 146 53655 20.75% 42521.58 Web Content Management Dev 446 170 75820 20.75% 60087.35 Quality Assurance QA 73.75 137 10103.75 20.75% 8007.22 Website Design/Development PM 122 139 16958 20.75% 13439.22 TOTAL 172706.75 136870.10 05/02/14 iii SPRDNG BOX DIGITAL PARTNERS MAINTEN/\NCANlfl c�, !PPORT Due to the unknowns around user feedback and functionality edits coming from the alpha site, Springbox and the Client are reserving funds to support this. These funds will be billed as time and materials, and if there are any funds left over post launch, they will be used for general maintenance, edits and bug fixes. Category Service Hours Rate MSRP Total Discount Total Web Content Management Development 60 170 10200 20.75% 8083.5 TOTAL 10200 8083.5 The items listed below should include all call outs that are required for maintaining scope. Work that is requested outside of the above general maintenance terms may be addressed in an additional agreement and/or funds may be reallocated to cover increased costs on a specific effort resulting in reduced funds for original scope Assumes no complex 3rd party system integrations. If integrations are required, additional costs may be addressed in a change order At the end of any phase of work, if either party decides to not move forward, all completed work will be billed and the engagement can be terminated as long as accompanied by written instruction to do so Springbox hosting costs are not included in this document and will represent additional hard costs to be covered by the Client if it is determined that hosting is needed There is a hard cost of $80/month for hosting of the staging environment which will be billed as part of this scope This agreement does not account for any hard costs. Items required to be billed as such will require a corresponding change order Travel and lodging costs are not included as part of this agreement. Any travel and lodging required will require a corresponding change order or purchase by the client Any additional hardware or software expenses specific to the Client will be considered a third party cost and will be billed directly to the Client Usability testing to be completed by the client unless service is called -out in scope Once a deliverable is determined final approved ("locked") it will be implemented as such throughout the remainder of work. If additional edits are required once locked, additional time, scope, budget may be required If Springbox provides support after launch, Springbox is only responsible for functional bugs — a responsibility which is voided once a party other than Springbox makes any changes to code The Client will provide branding guidelines The browser listing for this scope is: IE: 9, 10, 11 o If Internet Explorer 8 support is required, add an additional 5% development cost o If Internet Explorer 7 support is required, add an additional 5% development cost Latest desktop version: Chrome, Firefox, Safari Latest mobile version: Android, iOS o Latest version of iOS on iPad and iPhone, defined as latest version currently released to the public at the time the SOW is signed o If any operating system version outside of our testing suite is required for support, there will be an additional 5% development cost for each one Springbox assumes a dedicated, responsive client name resource for timely turnaround and decision making 05/02/14 iv Website Redesign Council Presentation September 22, 2015 Website Metrics 2 City of Corpus Christi io.Ir RrSINr NTS /ISRORS r/SINFSS GOVFRNrIIFNT QUICK vee FSS I�- I Want To... A Clean Community en beeches. clean on e an sereter esshe smglesrrnarn veNng rr+N `vu Giea:ii irAre You Prepared for a Hurricane? Be ReadyCCl Social Media Center Customer Service Center Mews Center Fono.IhrtM Mmu9s :ovist mama.. Fenner. eel u.. C▪ all an.crre rath SN MeltleslnsR update:, me online or moti le -pour Nance... start He mere_. SCAnCH +. Fe, t, Z Current Into. align . Steel. Nan. Fee. Fame SFNF" Peek l le -emersion Tele Increase IVyfi4Slfi Proper.. pal SfLPrrymc9 eV VIas LL-.Sutle Sir me Ferric ri—Crly Fre Neral eLma City FM.eNegate,l, Flambee Orel. Arrow Twn SyN [E . Cwmload CC Mobile App . CITy Jog OpanIngs . Drought Measures Bond an - Check the Weather In CC Contact Info Phone nutter: Mare:.:, end more. 9.8 million pages views annually $26 million in utility payments $1 million in online registrations 55 online forms 2,696 website pages • 564 cctexas.com • 2,132 archive.cctexas.com • 4,636 of files and pictures • 16.3 GB (without archives) ��or US r r 1, 40 Website Assessment • Difficult navigation • Visually dated • Lacks responsive design • Payment engine confusion • Departments outsourcing independent websites • Meets only minimum accessibility standards • Lacks language translation features • Limited vendor support and responsiveness • Uses outdated code • Needs content audit and reduction COUNTY. STATE S. FEDERAL Mamces Govrty Nieces Cooly Properly Taxes MassesCorney skier Replan.. Texas Onlne - Dmes license USAgw CITY RESOURCES Customer ServiceCerder cuAomer Cnhne Servrcee City Services FAGS GCMdAle App MyWasle App- Gude ppGude to City Senecas City Hmlory Comm! Us CITY DEPARTMENTS/SERVICES Aviation Budget 6 Skates, Management City Attaney - Human Relaims Develpne. Senn. - Cay Plans Econonnc Dovelopmen0 Engineennq Sernces. Environmental Semmes Financial Services Fe Ges Health Housing and CormlwN Development Human Renew -nab Intergovernmental Relations L Nines Manna n,IprilCOM Munn ssal Information Systems Muses Parks 8 Recreation Police -Animal Care - Code Enforcement Pudic Informaakn kid Waste Servuxs. Storm Water Street Vireasmimas Wale, CITY COUNCIL -- Mayor and City Cps¢ii Members Meerng ...he Live Mnatha Ytlea, Agendas 6 Minutes Public Notices CITY AUDITOR GltyAaditut% e CITY MANAGEMENT .11M ger Depaly C6y Mammser ACM Pubic Wang, MM. Transportation ACM Safety, Health 8 Neghharhootls ACM General Government B Operations Olganaatlauai Clr&t Annual susmess plan CITY SECRETARY City seeMary's Office City Charier Mun,InaIconde= Boat. a Gommtsvons Becton- 6 Campaign Reports PUMic Inlpmahm Requests 3 Goals of Redesign • Best in class website • Centralized communication tool • Intuitive navigation • Responsive design • Unique look and feel • Increased accessibility • Provide language translation features • Expert vendor • Cloud based hosting • Redundant hosting locations • On-going support • Content audit and reduction mnfaur COUNTY, STATE S. FEDERAL Mantes Goring Miseces Cpnrty Properly Taxes Mantes Cooly Voter Reimer -Am Texas Online. Drams Heenan USAgre CITY RESOURCES CtminmerseanceCemer Coslomer Online Ser.. C7 Services FAC. GCMebile App MyWasle App &.de to CCy Seances City Hmlory Contac) As CITY DEPARTMENTS/SERVICES Amnon Budget 6 Skates, Management Dry Attorney - Human Relatms Derelopaem Seances - Cay Plans Exoteric Drvelopmen0 Enginee.ng Serves e En.rnmter e. Financial Seem. Fe Gas Health Homing and CATNNA ADevelopment Human Resources Ince overnmenlal Relations Hennes Manna n,llm Cdr Mums mal Herm.. Systems Musemn Perks B Recreation Police -Animal Care - Code Enforcement Pudic Informaaena Sold Waste Semis. SMAC Water Street Opera.. Wastexaler Water CITY COUNCIL Mayor and Cly Coved Members Meerng Schedule lave Meting Ydeo, Agendas 6 Minutes Public No.. CITY AUDITOR Cly Aedltars Mee CITY MANAGEMENT Cny Mar mer Deputy C6y ....ger ALM Pub. Wang. Utilities 8 Tmrrsprrtation ALM Safety, Health 8 Hegh...nods AGM General Government B Operations aganaatanal Gloat Annual gunmen Plan CITY SECRETARY Ory Secretary's Omce Rey Lhader Mnntelparcooes amiss 8 Gommnvons Reston& Oninmeen Repot. Public Inform.. Requests 4 6pq�pUS c r —yrs Vendor Selection Process CP NO ) CRI ERIF. rReshot 9.nc�r o.rn,:H tithe.RVURI to 1,, the RI, C.Relth seeen.lk Connt Ana.,R,�Ir . „r„,gwrama.rah,4„ AteeRiihRity *MO, Aw Gnalrant;wGG 2.9/ NRRIestaRRI Ads usel Teshn®°'s°e.A;ml Re s rIty& ..ppnrx nriRRICone Kara,oRupportet+emm� Sea, F'.mnet Tra.*anions Hown ®toca rrnon.11e, ns, the RIA MICRRJ.5 7-12 Months 3.4 Months TOTAL OtBALCO - A; $199,1. State of Texas Certified Vendors • Texas Department of Information Resources (DIR) • 20 Vendors prescreened • Pricing and terms negotiated Three Finalists • Interviews • Proposals • Conference calls Sole Finalist Identified • Statement of Work negotiated • Increased accessibility requirements • Increased phase I deliverables �gpUB Cyd:. f ti -ii Art rri Vendor Highlights Sole Finalist - SpringBox Recommended Vendor • Texas based vendor • Large website experience SPR • Customer research function • Assessment of department nee' • Dedicated project team • Accessibility expertise • Provides technical audit • Content Management Options • Aggressive timeline NGB DIGITAL PARTNERS TM 6 Questions Follow us `... on Twitter! @CityofCC AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: TO: FROM: September 22, 2015 Ronald L. Olson, City Manager Maria Pedraza, Procurement Manager mariape@cctexas.com (361) 826-3176 Jim Davis, Director General Services jimd@cctexas.com (361) 826-1909 Mike Markle, Interim Chief of Police mikema(c�cctexas.com (361) 886-2601 Purchase and Lease Purchase of Police Vehicles CAPTION: Resolution rejecting non -local bids and accepting the local bid of AutoNation Ford—Corpus Christi ("AutoNation") for the lease -purchase of 20 sedans; accepting the only bid from Silsbee Ford for the purchase of two sport utility vehicles; rejecting a non -local bid and accepting the local bid of AutoNation for the purchase of 42 sport utility vehicles; and authorizing the City Manager, or designee, to execute all necessary agreements for the purchase and financing of 62 vehicles totaling $1,673,260.12. Silsbee Ford Silsbee, TX Item 2 $74,790.00 Purchase: Lease -Purchase: Interest for Lease: Total Cost: AutoNation Ford Corpus Christi, TX Items 1 & 3 $1,567,800.00 $1,169,590.00 $473,000.00 $30,670.12 $1,673,260.12 PURPOSE: This item is to approve the purchase of forty-two (42) Sport Utility Vehicles and the lease purchase of twenty (20) Sedans. BACKGROUND AND FINDINGS: This purchase will be used by Police Officers in the performance of their duties throughout the City and keeps pace with efforts to continue to modernize the Police Fleet. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: The recommended award is based on Section 26 of the Council Policies of the City of Corpus Christi Code of Ordinances. The ordinance provides for local preference when a local bidder is within 3% of a non -local bidder. Financing for the lease -purchase of vehicles is based on a sixty -month term with an estimated interest rate of 2.50% for an annual payment of $100,734.00. The total estimated cost over the five-year period, including principal of $473,000.00 and interest of $30,670.12, is $503,670.12. Funding is available through the Fleet Maintenance, General, and CC Crime Control Funds. 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: General Services 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 $6,126,539.22 $503,670.12 $6,630,209.34 Encumbered / Expended Amount $4,462,332.05 $4,462,332.05 Purchase $1,169,590.00 $1,169,590.00 Lease Purchase $503,670.12 $503,670.12 BALANCE $494,617,17 $494,617,17 Fund(s): Fleet Maintenance Services, General and CC Crime Control Funds RECOMMENDATION: Staff recommends approval of the motion as presented.61625 LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Resolution Resolution rejecting non -local bids and accepting the local bid of AutoNation Ford—Corpus Christi ("AutoNation") for the lease -purchase of 20 sedans; accepting the only bid from Silsbee Ford for the purchase of two sport utility vehicles; rejecting a non -local bid and accepting the local bid of AutoNation for the purchase of 42 sport utility vehicles; and authorizing the City Manager, or designee, to execute all necessary agreements for the purchase and financing of 62 vehicles totaling $1,673,260.12. WHEREAS, the vehicles to be purchased were competitively bid based upon and in accordance with a procurement method authorized by State law and the Charter of the City of Corpus Christi ("City"); WHEREAS, in response to Bid Event No. 63, the City received bids from interested vendors for the purchase and lease -purchase of vehicles by group type; WHEREAS, vehicle group #1 consists of 20 2016 Ford Fusion SE Hybrid Sedans for a lease -purchase acquisition, to be financed by the City's lease -purchase contractor; vehicle group #2 consists of two 2015 Chevrolet Tahoe 4x4 SUVs to be purchased; and vehicle group #3 consists of 40 2016 Ford Utility Interceptor SUVs to be purchased; WHEREAS, for vehicle groups #1 and #3, the City received bids from AutoNation, Silsbee Ford, in Silsbee, Texas, and Eddie Yaklin Auto Group ("Eddie Yaklin"), in Kingsville, Texas, and, for vehicle group #2, the City received only one bid, from Silsbee Ford; WHEREAS, the bids received from Silsbee Ford and Eddie Yaklin for vehicle group #1 were both below the local bid received from AutoNation; the bid received from Silsbee Ford for vehicle group #3 was lower than the bid received from AutoNation, with the bid received from Eddie Yaklin being the highest bid for vehicle group #3; WHEREAS, State law provides that, if the competitive sealed bidding requirement applies to a contract for goods, the contract must be awarded to the low bidder or the bidder who provides the best value, pursuant to Texas Local Government Code §252.043(a); WHEREAS, State law also provides that, if the City receives one or more bids from a bidder whose principal place of business is in the City and whose bid is within three percent of the lowest bid price received by the City from a bidder who is not a resident of the City, the City may enter into a contract with either the lowest bidder or the bidder whose principal place of business is in the City if the City Council determines, in writing, that the local bidder offer the City the best combination of contract price and additional economic development opportunities for the City created by the contract award, including the employment of residents of the City and increased tax revenues to the City; WHEREAS, Silsbee Ford and Eddie Yaklin, by virtue of the location of their respective principal places of business, are both deemed to be non -local bidders pursuant to State law; WHEREAS, the City notified all bidders in its bid documents for Bid Event No. 63 that the City may award a contract "for any item or group of items" shown in Bid Event No. 63; WHEREAS, the bids received from AutoNation, a local bidder, are within three percent of the lowest bids received from both Silsbee Ford and Eddie Yaklin for vehicle group #1 and within three percent of the lowest bid received from Silsbee Ford for vehicle group #3; WHEREAS, the City Council has determined that it is in the best interest of the City to reject the non -local bids of Silsbee Ford and Eddie Yaklin for the acquisition of vehicle group #1 and finds that the bid of AutoNation provides the best combination of contract price and addi- tional economic development opportunities for the City created by the contract award, including the employment of residents of the City and increased tax revenues to the City; WHEREAS, the City Council has determined that it is in the best interest of the City to reject the non -local bid of Silsbee Ford for the acquisition of vehicle group #3 and finds that the bid of AutoNation provides the best combination of contract price and additional economic de- velopment opportunities for the City created by the contract award, including the employment of residents of the City and increased tax revenues to the City; and WHEREAS, the City Council accepts the only bid of Silsbee Ford for the acquisition of vehicle group #2. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Council finds that rejecting the non -local bids from Silsbee Ford and Eddie Yaklin and accepting the local bid of AutoNation Ford for $473,000 for the lease -purchase of vehicle group #1 in Bid Event No. 63 is in the best interest of the City and provides the best combination of contract price and additional economic development opportunities for the City created by the contract award, including the employment of residents of the City and increased tax revenues to the City. Section 3. The City Council finds that rejecting the non -local bid from Silsbee Ford and accepting the local bid of AutoNation Ford for $1,094,800 for the purchase of vehicle group #3 in Bid Event No. 63 is in the best interest of the City and provides the best combination of contract price and additional economic development opportunities for the City created by the contract award, including the employment of residents of the City and increased tax revenues to the City. Section 4. The City Council accepts the only bid of Silsbee Ford for $74,790 for the purchase of vehicle group #2 in Bid Event No. 63. Section 5. The City Manager, or his designee, is authorized to execute all necessary agree- ments with AutoNation and Silsbee Ford, respectively, for the purchase and related financing of 62 vehicles totaling $1,673,260.12, as specified in Sections 2, 3, and 4 of this ordinance. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor Page 2 of 3 day of , 2015 Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Brian Rosas Lillian Riojas Lucy Rubio Mark Scott Carolyn Vaughn Page 3 of 3 CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: JEANNETTE P. TIJIERNA ITEM DESCRIPTION QTY. UNIT BID TABULATION EVENT # 63 PURCHASE AND LEASE PURCHASE OF POLICE VEHICLES AutoNation Ford Corpus Christi, TX UNIT PRICE EXTENDED PRICE Silsbee Ford Silsbee, TX UNIT PRICE EXTENDED PRICE Eddie Yaklin Kingsville, TX UNIT PRICE EXTENDED PRICE 1 2 3 2016 Ford Fusion SE Hybrid - Lease Purchase 2015 Cheverolet Tahoe 4x4 - Purchase 2016 Ford Utility Interceptor - Purchase Total: 20 2 40 each each each $23,650.00 NO BID $27,370.00 $473,000.00 NO BID $1,094,800.00 $1,567,800.00 $23,311.08 $37,395.00 $26,805.08 $466,221.60 $74,790.00 $1,072,203.20 $74,790.00 $23,600.21 NO BID $27,592.21 Price Total: Interest for Lease: Total Cost: $472,004.20 NO BID $1,103,688.40 $1,642,590.00 $30,670.12 $1,673,260.12 AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 22, 2015 TO: Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager mariape@cctexas.com 361-826-3176 Jim Davis, Director of General Services jimd@cctexas.com 361-826-1909 Purchase and Lease -Purchase of Vehicles CAPTION: Motion approving the purchase of fifteen vehicles and the lease -purchase of thirty-three vehicles from Caldwell Country Chevrolet, Caldwell, Texas for a total amount of $1,451,711.48. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funds for the purchase of the vehicles have been budgeted in FY 2014-2015. Financing for the lease -purchase of the vehicles will be provided through the City's lease -purchase financing contractor. Purchase: $416,532.28 Lease Purchase: $972,143.73 Interest for Lease: $63,035.47 Total Cost: $1,451,711.48 PURPOSE: To approve the purchase of fifteen vehicles and the lease -purchase of thirty-three vehicles. BACKGROUND AND FINDINGS: Eleven units are additions to the fleet and thirty-seven units are replacements to the fleet. Replaced units will be disposed of through standard disposal of surplus property procedures, including live auctions and/or electronic auctions. ALTERNATIVES: The vehicles will be purchased through the cooperative purchasing agreement with Texas Local Government Purchasing Cooperative (TLGPC). TLGPC acts as a purchasing agent for participating members through the Inter -local Cooperation Act and abides by all Texas statues regarding competitive bidding requirements. Seven vehicles are available in compressed natural gas (CNG). However, forty-one vehicles are not available in CNG due to vehicle not manufactured as CNG or due to the configuration of the vehicle. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and Texas State procurement laws. EMERGENCY / NON -EMERGENCY: Non -Emergency. DEPARTMENTAL CLEARANCES: Parks and Recreation, Animal Control, Health Administration, Street Operations, Wastewater Department, Fleet Maintenance Services, Water Department, Development Services and Engineering Services FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $1,062,456.98 $1,035,179.20 $2,097,636.18 Encumbered / Expended Amount $64,188.34 $0.00 $64,188.34 Purchase $416,532.28 $0.00 $416,532.28 Lease Purchase 0.00 $1,035,179.20 $1,035,179.20 BALANCE 0.00 0.00 0.00 Fund(s): General Fund, Streets Fund, Wastewater System Fund, Water Fund, Engineering Fund, & Maintenance Service Fund and Development Services Comments: Funding for the purchase of vehicles, in the amount of $416,532.28, is available in the General Fund, Wastewater System Fund, Water Fund, Development Services Fund, and the Capital Outlay Budget of the Maintenance Service Fund for FY 2014-2015. Funding for the lease -purchase of vehicles is approved in the FY 2014-2015 budget. However, the vehicles will be delivered and paid for in FY 2015 -2016, therefore no funds are required in this fiscal year. Funding is provided through the City's lease -purchase financing agreement for a sixty -month period. The estimated interest rate is 2.5%. The actual interest rate will be determined after acceptance of the equipment. The estimated annual payment is $207,035.84. The total estimated cost over the sixty -month period, including principal of $972,143.73 and interest of $63,035.47, is $1,035,179.20. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Justification Memo from Fleet Maintenance is attached. CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN PRICE SHEET TLGPC CONTRACT NO. 430-13 VEHICLES ITEM NO. CAPITAL OUTLAY NO. CNG CNG AVAIL. NOT AVAIL. DESCRIPTION QTY. UNIT Caldwell Country Caldwell, TX UNIT PRICE Chevrolet TOTAL PRICE 1 A-124 X 2016 reg cab F250 CNG pickup truck 1 ea. $42,345.85 $42,345.85 2 A-137 X 2016 reg cab F350 4x4 pickup truck 1 ea. $31,973.80 $31,973.80 3 A-138 X 2016 ext cab F250 4x4 pickup truck 2 ea. $29,957.01 $59,914.02 4 A-149 X 2016 reg cab F350 pickup truck 1 ea. $32,639.93 $32,639.93 5 A-150 X 2016 reg cab F150 4x4 pickup truck 2 ea. $23,343.76 $46,687.52 6 A-151 X 2016 ext cab F150 pickup truck 6 ea. $25,748.76 $154,492.56 7 A-152 X 2016 ext cab F250 4x4 pickup truck 1 ea. $27,572.70 $27,572.70 8 A-153 X 2016 Ford Transit 350 12 -pass van 1 ea. $28,771.76 $28,771.76 9 A-154 X 2016 Ford Transit 150 cargo van 1 ea. $24,672.76 $24,672.76 A-163 A 10 164 A- X 2016 ext cab F250 CNG pickup truck 5 ea. $43,334.64 $216,673.20 167- A 169 11 A-170 X 2016 crew cab F250 CNG pickup truck 1 ea. $45,935.68 $45,935.68 12 A-215 X 2016 crew cab F350 pickup truck 1 ea. $49,185.70 $49,185.70 A-220 13 A-223 X 2016 ext cab F150 pickup truck 3 ea. $23,442.76 $70,328.28 A-227 A-231 14 A-232 X 2016 Ford Transit 150 cargo van 4 ea. $25,111.70 $100,446.80 A-233 15 A-165 X 2016 ext cab F150 4x4 pickup truck 1 ea. $29,227.10 $29,227.10 16 A-171 X 2016 Ford Escape S 1 ea. $21,456.70 $21,456.70 17 A-177 X 2016 ext cab F150 4x4 pickup truck 1 ea. $32,277.00 $32,277.00 18 A-260 X 2016 ext cab F150 pickup truck 9 ea. $24,686.30 $222,176.70 A-268 19 A-269 X 2016 ext cab F150 4x4 pickup truck 1 ea. $29,949.30 $29,949.30 20 A-284 X 2016 ext cab F350 pickup truck 1 ea. $40,757.85 $40,757.85 21 A-309 X 2016 Ford Escape S 4 ea. $20,297.70 $81,190.80 Purchase - Lease -Purchase Interest for Lease Total Cost - $416,532.28 $972,143.73 $63,035.47 $1,451,711.48 City of Corpus Christi Maintenance Services Department Memo To: Whomever it may concern From : Isaac Benavides, Vehicle/Equipment Specialist c c : Jim Davis Date: September 16, 2015 Re: Reason why units are not Compressed Natural Gas (CNG) Memorandum for the Record. This memo is in regards to the purchase of several vehicles for various departments within the fleet, and why they are not being purchased in CNG. Requisition 20287 Line item: A-124 — F250 Parks and Rec. with CNG A-137 — F250 this truck is for Vector Control. This unit will be used for mosquito spraying. The skid that the sprayers are on require the full length of the bed. Therefore, CNG cannot be used because the tanks would take up too much space. A-138 — (2) F250 these trucks are for Vector Control. These units will be used for mosquito spraying. The skid that the sprayers are on require the full length of the bed. Therefore, CNG cannot be used because the tanks would take up too much space. A-149 — F350 this truck is for Health Department. The department specified that this unit not be CNG because it is an Emergency Response unit. A-150 — (2) F150 — Health F150s will not be available in CNG this year. A-151 — (6) F150 — Health F150s will not be available in CNG this year. A-152 — F250 this truck is for Health Department. The department specified that this unit not be CNG because it is an Emergency Response unit. A-153 — Transit Passenger Van Health this vehicle is not produced in CNG. A-154 — Transit Cargo Van Health this vehicle is not produced in CNG. A-163, A164, A167, A168 — (5) F250 Street with CNG. A-170 — F250 Street with CNG. A-215 — F350 this truck is for Waste Water. Due to the configuration of the truck, it is not available in CNG. A-220, A223, A227 — F150s Waste Water F150s will not be available in CNG this year. A-231, A232, A233 Transit Cargo Vans Waste Water not available in CNG. A-165 — F150 StreetF150 not available in CNG. A-171 — (SUV) Escape SUV Street not available in CNG. A-177 — F150 Water F150s will not be available in CNG this year. A-260 thru A-268 (9) F150 Engineering F150s will not be available in CNG this year. A-269 — F150 Engineering F150s will not be available in CNG this year. A-284 — F350 Fleet Maintenance, unit will be used throughout all city areas including Choke Canyon Dam where there is no infrastructure to support any CNG refueling if needed. 2 AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 22, 2015 TO: Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager mariape@cctexas.com (361) 826-3176 Jim Davis, Director of General Services jimd@cctexas.com (361) 826-1909 Andres Leal, Jr., P.E., Interim Director of Street Operations andyl@cctexas.com (361) 857-1957 Lease -Purchase of Heavy CNG Trucks CAPTION: Motion approving the lease -purchase of four heavy compressed natural gas (CNG) trucks from Corpus Christi Freightliner of Corpus Christi, Texas for a total cost of $641,491.90. The award is based on the cooperative purchasing agreement with the Houston -Galveston Area Council of Governments (H -GAC). Funding is available from the city's lease -purchase financing contractor. Purchase Price: $602,429.36 Interest for Lease: $39,062.54 Total Cost: $641,491.90 PURPOSE: To approve the lease -purchase of four heavy CNG trucks for the Street Department. BACKGROUND AND FINDINGS: Financing for the lease -purchase is based on a sixty -month term with an estimated interest rate of 2.5% for an annual payment of $128,298.38. The total estimated cost over the five-year period, including principal of $602,429.36 and interest of $39,062.54 is $641,491.90. ALTERNATIVES: None. OTHER CONSIDERATIONS: All units are replacement units to the fleet. Replaced units will be disposed of through standard disposal of surplus property procedures, including live auctions and/or electronic auctions. 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: Fleet Maintenance Street Operations 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 $559,363.03 $641,491.90 $1,200,854.93 Encumbered / Expended Amount $545,720.25 $0.00 $545,720.25 This item $0.00 $641,491.90 $641,491.90 BALANCE $13,642.78 $0.00 $13,642.78 Fund(s): Streets Fund, Storm Water Fund Comments: Funding for the lease purchase of the four heavy CNG trucks is approved in the FY 2014-2015 budget. However, the equipment will be delivered and paid for in FY 2015- 2016, therefore no funds are required in this fiscal year. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN PRICE SHEET HGAC CONTRACT NO. HT06-14 HEAVY CNG TRUCKS Purchase Price: $602,429.36 Corpus Christi Corpus Christi, UNIT Freightliner TX TOTAL ITEM DESCRIPTION QTY. UNIT PRICE PRICE 1. 2016 Freightliner model M2-112 CNG with Dutec asphalt body 1 ea. $144,032.77 $144,032.77 2. 2016 Freightliner model M2-112 CNG with 5-7 yd. dump body 2 ea. $141,758.58 $283,517.16 3. 2016 Freightliner model M2-112 CNG with 10-12 yd. dump body 1 ea. $174,879.43 $174,879.43 Purchase Price: $602,429.36 AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 22, 2015 TO: Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager mariape@cctexas.com (361) 826-3176 Jim Davis, Director of General Services jimd@cctexas.com (361) 826-1909 Andres Leal, Jr., P.E., Interim Director of Street Operations andyl@cctexas.com (361) 857-1957 Lease -Purchase of Bucket Trucks CAPTION: Motion approving the lease -purchase of two bucket trucks from Grande Truck Center of San Antonio, Texas for a total cost of $200,502.80. The award is based on the cooperative purchasing agreement with the Texas Local Government Purchasing Cooperative (TLGPC). Funding is available from the city's lease -purchase financing contractor. Purchase Price: $188,293.52 Interest for Lease: $12,209.28 Total Cost: $200,502.80 PURPOSE: To approve the lease -purchase of two bucket trucks for the Street Department. BACKGROUND AND FINDINGS: Financing for the lease -purchase is based on a sixty -month term with an estimated interest rate of 2.5% for an annual payment of $40,100.56. The total estimated cost over the five-year period, including principal of $188,293.52 and interest of $12,209.28 is $200,502.80. ALTERNATIVES: These two units are not available in compress natural gas (CNG) due to the configuration of the trucks. OTHER CONSIDERATIONS: The units are replacement units to the fleet. Replaced units will be disposed of through standard disposal of surplus property procedures, including live auctions and/or electronic auctions. 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: Fleet Maintenance Street Operations 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 $21,000.00 $200,502.80 $221,502.80 Encumbered / Expended Amount $20,889.26 $0.00 $20,889.26 This item $0.00 $200,502.80 $200,502.80 BALANCE $110.74 $0.00 $110.74 Fund(s): Streets Fund Comments: Funding for the lease purchase of the two bucket trucks is approved in the FY 2014- 2015 budget. However, the equipment will be delivered and paid for in FY 2015-2016, therefore no funds are required in this fiscal year. 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 DESCRIPTION PRICE SHEET TLGPC CONTRACT NO. 399-12 BUCKET TRUCKS QTY. UNIT Grande Truck Center San Antonio, TX UNIT TOTAL PRICE PRICE 1 2016 Ford F550 with aerial body 2 ea. Purchase Price: Interest for Lease: Purchase Price: $94,146.76 $188,293.52 $188,293.52 $12,209.28 $200,502.80 Note: These two units are not available in compress natural gas (CNG) due to the configuration of the trucks. AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 22, 2015 TO: Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager mariape@cctexas.com (361) 826-3169 Jim Davis, Director of General Services jimd@cctexas.com 361-826-1909 Purchase of Sport Utility Vehicles CAPTION: Motion approving the purchase of two sport utility vehicles from Caldwell Country Ford in accordance with the State of Texas Cooperative Purchasing Program for a total expenditure of $53,218.00. Funds have been budgeted by Code Enforcement in FY 2014- 2015. PURPOSE: To approve the purchase of two sport utility vehicles. BACKGROUND AND FINDINGS: These units will be additions to the fleet. ALTERNATIVES: These two sport utility vehicles (SUVs) are not manufactured as compressed natural gas (CNG). 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: Fleet Maintenance Code Enforcement 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 $103,582.00 $0 $103,582.00 Encumbered / Expended Amount $45,412.00 $0 $45,412.00 This item $53,218.00 $0 $53,218.00 BALANCE $4,952.00 $4,952.00 Fund(s): General Fund Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN ITEM DESCRIPTION PRICE SHEET TXSMARTBUY CONTRACT NO. 071 -Al SPORT UTILITY VEHICLES QTY. UNIT Caldwell Country Ford Caldwell, TX UNIT TOTAL PRICE PRICE 1 2015 Ford Edge SE SUVs 2 ea. $26,609.00 $53,218.00 Purchase Price: $53,218.00 NOTE: These two sport utility vehicles (SUVs) are not manufactured as compressed natural gas (CNG). AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: TO: September 22, 2015 Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager MariaPe@cctexas.com (361) 826-3176 Mark Van Vleck, P.E., Executive Director of Utilities Department markvv@cctexas.com (361) 826-1874 Purchase of Meter Transmission Units CAPTION: Resolution finding that competitive bids are not required for a procurement from Aclara Technologies, LLC, and authorizing the City Manager, or designee, to execute an agreement with Aclara Technologies, LLC, for $463,312 to purchase 7,384 meter transmission units. PURPOSE: This is a motion to approve the purchase of meter transmission units. BACKGROUND AND FINDINGS: Aclara Technologies LLC is the sole source manufacturer of the STAR® Fixed Network Automatic Meter Reading System which is currently installed throughout the City of Corpus Christi. The City currently has approximately 96,000 water meters, with an additional 2,000 anticipated to be needed through the rest of this year, due to normal growth. In addition, approximately 5,000 of the converted meters could potentially be in need of replacement due to hardware, software, connectivity, and environmental reasons, or due to damage from routine daily operations. These MTU's are used to record and transmit customer consumption of water. ALTERNATIVES: Due to lead times in ordering and building the volume of needed MTU's, a forecast order must be placed that is large enough to satisfy our current and future demand. This will ensure that we have the necessary inventory that will be available in a timely manner to field technicians, so as not to impede daily operations. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Utilities Department. FINANCIAL IMPACT: x Operating Revenue Capital Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $1,350,583.12 $0 $1,350,583.12 Encumbered / Expended Amount $720,006.98 $0 $720,006.98 This item $463,312.00 $0 $463,312.00 BALANCE $167,264.14 $0 $167,264.14 Fund(s): Utilities Department. Comments: RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: GERALD GOODWIN PRICE SHEET SOLE SOURCE METER TRANSMISSION UNITS ITEM DESCRIPTION QTY. UNIT Aclara Technologies Hazelwood, MO. UNIT PRICE LLC TOTAL PRICE 1. Water Meter MTU Single Port 3321 -012 -DB 5,880 ea. $88.00 $517,440.00 2. Water Meter MTU Single Port Ext Range 3321-012-DBW 504 ea. $98.00 $49,392.00 3. Water Meter MTU Dual Port 3322 -012 -DB 1,000 ea. $118.00 $118,000.00 4. Returned material credit 7,384 ea. -$30.00 -$221,520.00 TOTAL: $463,312.00 ACLARA Standard Pricing Schedule Confidential for Corpus Christi, TX STAR® Fixed Network AMI System 8/21/2015 Price Item Description Quantity Each Extended Notes 1 Water Meter MTU Single Port 3321 -012 -DB 2 Water Meter MTU Single Port Ext Range 3321-012-DBW 3 Water Meter MTU Dual Port 3322 -012 -DB 4 RMA Credit 7384 Units TOTAL 5,880 $88.00 $ 517,440.00 (1,2,3) 504 $98.00 $ 49,392.00 1,000 $118.00 $ 118,000.00 7,384 $30.00 $ (221,520.00) $ 463,312.00 General Note: This Proposal/Quotation is based upon the terms and conditions set forth in the Aclara Standard Terms and Conditions of Sales for Equipment and Certain Services that are available on Aclara's website at: http://www.aclaratech.com/pages/terms.aspx Any conflicting or additional terms and conditions contained in any resulting purchase order are hereby rejected unless agreed to in writing by Aclara. Additional Terms: A. Payment Terms Net 30 Days B. Prices Firm 60 days from the date of quotation. C. All Items CPT Destination Notes 1 Does not include the water meter, pre -potting of the MTU to the register or any type of inline connector. 2 Recommend water meter pit lids be replaced with non-metallic lids for optimum performance. 3 Exact quantities and types of MTUs required, to be determined. Substantial savings possible if dual port water MTUs can be used. 4 Dual Port MTU supports two water meters or one dual register water meter. 5 Actual DCU configurations may be a mixture of various mounting styles. A detailed propagation study and site survey is needed to finalize the quantities and types. 6 Based on current DCU Plan. This is an estimate which can change depending on DCU siting. This price does not include installation on water towers or other custom sites. Pricing and arrangements for non-standard installations will be handled individually. Typical standard installation rate (pole and roof mount) is 3 to 5 units per day. 7 NCC configuration based on total system size (number of MTUs and number of DCUs). Final NCC configuration will be determined by working in conjunction with IT staff. Includes monitor, keyboard and mouse. Does not include rack. 8 Final quantity of MTU Programmers to be determined based on installation plan and number of installers. Used to program and activate the MTU. 9 Add $1,000.00 for 1 -day Bucket Truck Rental if needed for access. 10 Reasonable travel and expenses are included, in the continental United States. 11 Professional services pricing includes Project Management, NCC server (load, build & test), NCC database transfer and conversion, and Systems Acceptance Testing (SAT) 12 Should the Purchaser elect not to purchase the Aclara recommended handheld, they can purchase the Serial Interface Kit to be used with other Aclara approved third party handhelds. Brian Rudd, Account Manager Aclara Technologies LLC 440-528-7328 (office) 513-266-0063 brudd@aclara.com 10.30.12 V1.0 Resolution finding that competitive bids are not required for a procurement from Aclara Technologies, LLC, and authorizing the City Manager, or designee, to execute an agreement with Aclara Technologies, LLC, for $463,312 to purchase 7,384 meter transmission units. WHEREAS, the STAR® Fixed Network Automatic Meter Reading System is currently installed throughout the City of Corpus Christi; WHEREAS, Aclara Technologies, LLC, is the sole source manufacturer of the STAR® Fixed Network Automatic Meter Reading System, for which additional units are needed to provide metered utility services; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; and WHEREAS, there are two applicable statutory exceptions for this procurement, as follows: Local Government Code, Sections 252.022(a)(2) and (a)(7)(D), as items available from only one source due to captive components for existing equipment and to preserve or protect the public health or safety of the municipality's residents. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or his designee, is authorized to execute an agreement with Aclara Technologies, LLC, for $463,312 to purchase 7,384 meter transmission units. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Nelda Martinez, Mayor Corpus Christi, Texas day of , 20 The above resolution was passed by the following vote: Nelda Martinez Lucy Rubio Rudy Garza Brian Rosas Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 22, 2015 TO: Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager MariaPe@cctexas.com 361-826-3176 Lawrence Mikolajczyk, Director of Solid Waste Operations lawm@cctexas.com 361-826-3932 Curbside Refuse and Recycle Containers CAPTION: Motion approving the lease -purchase of 10,616 96 -gallon curbside refuse containers and 1,870 96 -gallon curbside recycle containers from Cascade Cart Solutions, Grand Rapids, MI for the total amount of $626,916.01. The award is based on the cooperative purchasing agreement with the Houston -Galveston Area Council of Government (H - GAC). The containers will be used in the City's automated collection program. Funding is available from the city's lease purchase financing contractor. Lease -Purchase Price $588,741.04 Interest for Lease $38,174.97 Total Cost $626,916.01 PURPOSE: Approvals to lease -purchase refuse and recycle carts. These containers are used by customers for their refuse and recycling needs. BACKGROUND AND FINDINGS: These containers will be distributed to residents in new start-up homes, residents requesting additional containers and replacement units. The entire City is currently on the automated collection program. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: The containers will be funded for a sixty -month period with an estimated interest rate of 2.5%. The actual interest rate will be determined after the acceptance of the containers. The estimated annual payment for the Solid Waste Department is $125,383.20. Total estimated cost over the sixty -month period, including principal of $588,741.04 and interest of $38,174.97 is $626,916.01. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and Texas State procurement laws. EMERGENCY/NON-EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Solid Waste Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue x Capital ❑ Not applicable Fiscal Year: 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $2,979,025.76 $626,916.01 $3,605,941.77 Encumbered / Expended Amount $2,691,372.41 $0.00 $2,691,372.41 This item $0 $626,916.01 $626,916.01 BALANCE $287,653.35 $287,653.35 Fund(s): General Fund Comments: Funding for the lease purchase of the 10,616 96 -gallon curbside refuse containers and 1,870 96 -gallon curbside recycle containers are approved in the FY 2014-2015 budget. However, the carts will be delivered and paid for in FY 2015-2016 and, therefore; no funds are required in this fiscal year RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price sheet. CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: RUTH BROWN PRICE SHEET HGAC CONTRACT # GC01-13 CURBSIDE REFUSE & RECYCLE CONTAINERS Cascade Cart Solutions Grand Rapids, MI Item Description Qty. Unit Unit Extended Price Price 1 96 -gallon curbside refuse containers 2 96 -gallon curbside recycle containers Total: Interest for Lease: Total Cost: 10,616 Ea 1,870 Ea $46.89 $48.64 $497,784.24 $90,956.80 $588,741.04 $38,174.97 $626,916.01 AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 22, 2015 TO: Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager MariaPe@cctexas.com (361) 826-3176 Carlos Gonzalez, Director of Facilities & Property Management carlosg2tu'�,cctexas.com (361) 826-3567 Belinda Mercado, Director of Information Systems bmercado@cctexas.com (361) 826-3732 Service Agreement to expand the citywide integrated mapping system in Maximo CAPTION: Resolution finding that competitive bids are not required for a procurement from Pierpoint Technologies, LLC, dba ActiveG, and authorizing the City Manager, or designee, to execute an agreement with ActiveG for $66,800 to expand the citywide integrated mapping system in Maximo to include additional building and location attributes to improve work order management. PURPOSE: This is a resolution to approve the integrated mapping system services in Maximo by adding facilities and locations using ActiveG MapEngine. BACKGROUND AND FINDINGS: Currently the City of Corpus Christi is effectively using a spatial presentation platform or "map" developed by ActiveG. that seamlessly combines MAXIMO and GIS into one tool and allows users to manage Work Orders, Assets, Locations, and other attributes needed to run the day to day operation at Utilities, Public Works, Call Center, and other City entities. Facilities and Property Management intends to add some of the key locations (buildings), assets, and attributes into the existing "map" to maximize the use of resources when MAXIMO work orders are dispatched throughout the City. Continuing to use ActiveG to provide these services will ensure compatibility and continuity and will eliminate the need to develop other platforms which will reduce the risk of affecting an already proven and functional multi -software system. 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: Facilities & Property Management 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 $413,880.00 $0 $413,880.00 Encumbered / Expended Amount $5,000.00 $0 $5,000.00 This item $66,800.00 $0 $66,800.00 BALANCE $342,080.00 $0 $342,080.00 Fund(s): Facilities & Property Management Comments: RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Statement of Work and Quotation Service Agreement Resolution finding that competitive bids are not required for a procurement from Pierpoint Technologies, LLC, dba ActiveG and authorizing the City Manager, or designee, to execute an agreement with ActiveG for $66,800 to expand the citywide integrated mapping system in Maximo to include additional building and location attributes to improve work order management. WHEREAS, the City is currently using a spatial presentation platform or "map" developed by ActiveG that seamlessly combines Maximo and geographic information services ("GIS") into one tool; WHEREAS, the current system's GIS software and application modules need to be upgraded and expanded to include additional building and location attributes into the existing map to improve compatibility and functionality with the ActiveG MapEngine program already implemented by the City; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, there are two applicable statutory exceptions for this procurement, as follows: Local Government Code, Sections 252.022(a)(7)(D) and (a)(2), as items available from only one source as captive components for existing equipment and to preserve or protect the public health or safety of the municipality's residents. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or his designee, is authorized to execute an agreement for $66,800 with ActiveG to upgrade and expand the citywide integrated mapping system in Maximo to include additional building and location attributes, in order to improve and maximize the use of existing resources for work order management and to ensure the compatibility and continuity of an already proven and functional multi -software system, thereby eliminating the need to develop other platforms, programs, and systems. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Nelda Martinez, Mayor Corpus Christi, Texas day of , 20 The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Lucy Rubio Brian Rosas Mark Scott Carolyn Vaughn Page 2 of 2 activeG taking your enterprise spatial Statement of Work, Rev. 5 Adding Facilities Assets and Locations to Maximo using ActiveG MapEngine 8/20/2015 Prepared by: Andy Stewart ActiveG — Managing Partner andy.stewart@activeg.com (480) 610-0839 activeG' taking your enterprise spatial Contents Summary 3 Scope of Work 3 DWG -to -GIS Conversion 3 New MapEngine Functionality 3 Required preparation by the City of Corpus Christi 3 Assumptions 4 Task Breakdown 5 Cost 6 Page2of6 Rev. 5 Aug 20, 2015 activeG' taking your enterprise spatial Summary It is proposed that Facilities Department assets and locations be added to Maximo and visualized in the map for Work Order Tracking and Service Requests. In order to accomplish this, it is proposed that ActiveG provide software configuration and development services, along with GIS consulting services to prepare the Maximo environment, as well as to prepare the data necessary to implement this solution. Scope of Work ActiveG shall: 1. Build and publish an ESRI-based MXD file with City Hall data, including attribution as specified by Corpus Christi Facilities Management 2. Import this GIS data into Maximo, using the Maximo location hierarchy created by the city. 3. Develop the new functionality noted below. DWG -to -GIS Conversion To integrate facilities information into Maximo and digital maps, a DWG -to -GIS conversion is required. This conversion entails taking the city's existing DWG files of building floorplans and digitally converting them to ESRI-compliant GIS features. The GIS models created will be for each floor of a specified building, placed in the correct geospatial context, utilizing the same geospatial reference used for other city GIS data. Once converted to GIS, this data shall be imported into Maximo to create/link the GIS data with Maximo locations and classifications, thus enabling asset and work management transactions to be performed on city facilities, as well as GIS visualization in Maximo (and other tools) via ActiveG MapEngine. New MapEngine Functionality The development necessary for the implementation includes providing MapEngine with the new functionality to handle multi -story buildings. This includes: 1. Adding Map Legend options to toggle between different building floors. 2. Handling Work Order/Service Request cluster display across multiple floors in a coherent manner. 3. Enabling "Up the Hierarchy" spatial searching. This capability exists in MapEngine today but is not utilized by the city at this time. Enabling this will allow a search of an asset that isn't drawn on the map, resulting in the map zooming to the nearest known location relative to that asset. For instance, if the user searches for a fire alarm switch, clicking on a result could pan the map to the room location where the switch is located. Required preparation by the City of Corpus Christi For this conversion to be successful, the city's Facilities department shall: 1. Update current DWG files. a. The city's DWG drawings will likely need to be updated with certain parameters added to ensure an accurate, smooth conversion to GIS. Page 3 of 6 Rev. 5 Aug 20, 2015 a ct i ve a taking your enterprise spatial b. This update will require line features drawn in the DWG files to have attribution that allows the walls of the building to be detected and automatically inferred by an ESRI conversion tool. c. ActiveG shall work with city personnel to make sure these steps are taken appropriately. 2. Provide ActiveG DWG files for each floor of each building city personnel desire to be viewed in Maximo. Assumptions 1. No more than one building's single floor/level will be displayed at any given time. The implication here is that the user viewing the 1st floor a given building will not be simultaneously looking at the 1st or other floor of another building. 2. For this phase of the project, the facilities locations shown on the map shall be limited to: a. Rooms i. Restrooms ii. Offices iii. Storage b. Escalators c. Elevators d. HVAC i. Air Handlers ii. Chillers iii. Boilers e. Departments If more location types are required in Phase 1, more service hours will be necessary. 3. Facilities Assets and Locations will necessarily have a floor designator in the Maximo database record. 4. The Work Order may have an indicator of which floor the work order is on in the building (requires more design discussion to finalize). 5. Accuracy and Use Disclaimer: The data conversion of CAD to GIS shall be done without field surveying or auditing the CAD measurements against actual physical building measurements. ActiveG makes no guarantee of the accuracy or completeness of this information or data. ActiveG assumes no liability or responsibility in the use, or misuse, of this information or data. While every effort shall be made to assure the accuracy of this information, it should be understood that it does not have the force and effect of law, rule, or regulation. Should any difference or error occur, the law will take precedence. Please note the accuracy of GIS map data varies from location to location. The converted data should be utilized for general work order management and asset management purposes, not for engineering or other project planning purposes that depend upon a high degree of location accuracy. Page 4 of 6 Rev. 5 Aug 20, 2015 a ct i ve a taking your enterprise spatial 6. ActiveG personnel will work remotely, primarily from the ActiveG offices in Mesa, AZ. However, at least one on-site meeting is recommended to kick off the project. Other on-site requirements are at the discretion of the city and will be billed at cost. Task Breakdown The following tasks outline the steps that need to be performed to accomplish the scope outlined above: Task Est. Hours Notes 1. Project Design, Planning, and Management 40 2. Create ESRI-based GIS map of Corpus Christi City Hall, using existing CAD drawings (DWG files) to be provided by the City. 92 Includes all floors of the building 3. ActiveG will train GIS personnel from the city in the process of creating and maintaining GIS data for facilities. 8 We recommend onsite training for this task. It can be accomplished via shorter web sessions, but onsite would be more effective and interactive. 4. Publish these new facilities maps using GIS map services, just as the ArcGIS map services used today to support other departments using Maximo/MapEngine. 5 We're assuming ActiveG is assisting in the process, with Larry's team taking the lead. 5. Build/update the necessary classification hierarchy for Facilities locations and assets in Maximo. 15 ActiveG assisting MIS resources with this. 6. Configure and run MEAdmin to create Facilities locations and assets in Maximo—the same process other city assets are added to Maximo today. Also incorporate these new assets into the nightly data load from GIS. 10 ActiveG assisting MIS/GIS resources in this process. 7. MapEngine Development (Iteration 1) and Configuration to implement the new functionality (outlined above). 110 Developing and configuring the functionality outlined above. 8. Testing – Round 1 10 9. Development Iteration 2 (with feedback from users) 30 10. Testing – Round 2 10 11. Create documentation and deliver training 15 12. Go Live Support 8 Total Hours 313 NOTE: The creation and maintenance of GIS data converted from CAD DWG files requires the use of ESRI ArcGIS Desktop Advanced version. Should the city want to create and maintain their own facilities data, ActiveG strongly recommends that the Facilities group purchase a license for this software. This tool helps automate the tracing and creation polygons (rooms, bathrooms, storage closets, etc.). Without this tool, the GIS designer must manually trace CAD shapes to create polygons. FYI: Estimated cost of a single ArcGIS Desktop Advanced license: $10,500. Page 5 of 6 Rev. 5 Aug 20, 2015 active taking your enterprise spatial Cost DWG -to -GIS Conversion Development and implementation Service Hours for City Hall: 213 hours x $150/hr = $31,950 Data capture/conversion City Hall DWG -to -GIS Conversion Max. 100 hours x $100/hr = $10,000 Remaining 5 buildings of the Big 6 (Health Department, Frost Bank (5 floors), Police Department, Gas Department, Water Utilities) **Max. 200 hours x $100/hr = $20,000 Load/link remaining 5 buildings into Maximo location hierarchy 20 hours x $150/hr = $3,000 Travel for 1 ActiveG employee on-site visit $1,850 Total cost (including optional items) $66,800 **To receive the stated pricing on the optional tasks above, the city must commit to approving this work within 30 days after the completion of the City Hall conversion. Note: Any additional required travel to customer site to be billed at cost. Pricing expiration for both options: Sept 30, 2015 Page 6 of 6 Rev. 5 Aug 20, 2015 SERVICE AGREEMENT Service Agreement No. THIS continuation with the Citywide integrated mapping system in Maximo to include facilities Service Agreement (this "Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City"), acting by and through its City Manager or his designee ("City Manager"), and Pierpont Technologies, LLC dba ActiveG ("Contractor"), effective for all purposes upon execution by the City Manager. WHEREAS Contractor has proposed to provide the continuation with the Citywide integrated mapping system in Maximo to include facilities; WHEREAS the City has determined Contractor to be the sole service provider; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor shall provide continuation with the Citywide integrated mapping system in Maximo to include facilities in accordance with the Statement of Work, Rev. 5 dated 8/20/2015 ("Services"), which is incorporated by reference into this Agreement as Exhibit "A". 2. Term. This Agreement commences on the date signed by the last signatory hereto and continues for twelve (12) months thereafter. 3. Payment. Payment terms are net 30 days after the goods are provided or services are completed, as required, or a correct invoice is received, whichever is later. 4. 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 and communications regarding this Agreement must be directed to the Contract Administrator, who serves as the Assistant Director of Facilities & Property Management, unless indicated otherwise in this Agreement. 5. Independent Contractor. Contractor shall perform the Services hereunder as an independent contractor and furnish such Services in its own manner and method, and under no circumstances will any employee, agent, or representative of the Contractor be considered an employee of the City. 6. Insurance. Before Services can begin under this Agreement, the Contractor's insurance company must deliver a Certificate of Insurance as proof of the required insurance coverages to the Contract Administrator. Additionally, the certificate must state that the Contract Administrator and the City's Risk Manager will be given at least thirty (30) days' notice 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 to Contractor. 7. Assignment. No assignment of this Agreement nor any right or interest herein held by the Contractor is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is 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. 8. 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 each September 30th) is subject to budget approval and appropriations providing for such contract item as an expenditure in the fiscal budget. The City does not represent that a 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. 9. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 10. Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws. All duties of the parties will be performed in Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas, and the forum and venue for such disputes is the appropriate district or county court in and for Nueces County, Texas. 11. Subcontractors. The Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 12. Amendments. This Agreement may be amended only in writing and signed by persons authorized to execute the same by both parties. 13. Termination. A. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in this Agreement and its exhibits. 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 m the notice, the City Manager may terminate this Agreement immediately thereafter. Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for termination. B. Alternatively, the City may terminate this Agreement without cause upon twenty (20) days' advance written notice to the Contractor. However, the City may terminate this Agreement upon twenty-four (24) hours' advance written notice to the Contractor for the Contractor's failure to pay any required taxes or to provide proof of payment of taxes as set out in this Agreement. The Contractor may terminate this Agreement upon ninety (90) days' advance written notice to the City. 14. Taxes. The Contractor covenants to pay all applicable federal and state payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and all other taxes in accordance with Circular E "Employer's Tax Guide", Publication 15, as it may be amended. Upon request, the City Manager shall be provided proof of payment of these taxes within fifteen (15) days of such request. 15. Drug Policy. The Contractor must adopt and enforce a "Drug Free Workplace" policy. 16. Violence Policy. The Contractor must adopt and enforce a "Violence in the Workplace" policy. 17. Notice. Notice must be given by personal delivery, facsimile (fax), or by certified mail, postage prepaid and return receipt requested, and is deemed received on the date hand -delivered or faxed, with proof of accepted transmission, and on the third day after deposit in the U.S. mail if sent certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attention: Assistant Director of Facilities & Property Management P. O. Box 9277 Corpus Christi, Texas 78469-9277 1201 Leopard St. Corpus Christi, Texas 78401 Fax # (361) 826-1989 IF TO CONTRACTOR: Contractor Name: Pierpont Technologies, LLC dba ActiveG Contact Person: Andrew Stewart Mailing Address: PO BOX 1088 City, State, ZIP: Mesa, AZ 85211-1088 Physical Address: 1411 E University Dr. City, State, ZIP: Mesa, AZ 85203 Fax #: (LI M) $35-Ob3� 18. Month -to -Month Extension. If the City has not completed the procurement process and awarded a new Citywide Integrated Mapping System in Maximo to include Facilities Service Agreement upon expiration of the original contract term or any extension period, the Contractor shall continue to provide goods/services under this Agreement at the most current price, in accordance with the terms and conditions of this Agreement or extension, on a month-to-month basis not to exceed six months. Any month-to-month provision of goods.: services by the Contractor under this Agreement automatically terminates on the effective date of a new contract. 18. Severability. Each provision of this Agreement is severable and if, for any reason, any provision or any part thereof is determined to be invalid and contrary to any 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 LOSS OR 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 CONTRIBUTORY NEGLIGENCE OF INDEMNITEES BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY. 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 SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT. Contractor: Pierpont Technologies, LLC dba ActiveG CITY OF CORPUS CHRISTI Signature: Date: Printed Name: Maria Pedraza Title: Procurement Manager Date: Digitally signed by Andy Stewart DN: cn=Andy Stewart, o=activeG, ou, - „J ,,,",-r email=andy.stewart@activeg.com, c=US S ignature: Date: 2015.09.03 16:13:21 -0700' Printed Name: Andrew Stewart Title: Director, Business Development Incorporated by Reference: Exhibit A: Contractor's Statement of Work, Rev. 5 (Available upon request) Exhibit B: Insurance Requirements (Available upon request) Exhibit C: Disclosure of Interest (Available upon request) Exhibit D: Business Designation Form (Available upon request) AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 22, 2015 TO: Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager MariaPecctexas.com 361-826-3176 Constance Sanchez, Director of Finance ConstanceP c(�cctexas.com (361) 826-3227 Merchant Account Services Agreement CAPTION: Motion approving a service agreement with Fidelity Information Services, LLC to provide a Merchant Account for Credit/Debit Card payments for an estimated annual expenditure of $692,948.86, based on lowest responsive proposal in accordance with Request for Proposal No 45. The agreement is established for a three year period with options to extend the agreement for up to two additional twelve month periods, subject to the approval of the City Manager or designee and the service provider. Funding is available in the various using department operational budgets. PURPOSE: This service allows the City to receive credit and debit card payments for utility bills, municipal court fees and fines, park and recreation fees, building permits and services and other services provided by the City. BACKGROUND AND FINDINGS: The City receives approximately $70,000,000 in credit and debit card payments annually. The ability to receive credit card payments is accomplished by establishing a Merchant Account with a service provider that acts as an intermediary in the payment process. This service is a highly technological process that performs many functions of the payment transaction including, but not limited to, authenticity of the credit card utilized, validation of available funds or credit in the customer's account, removal of funds or charges to the customer's account, security oversight of all account information, deposit of funds into the City's account and monthly reporting of all transactions that occur on the Merchant account. This service provides credit/debit card payments at thirty-one (31) walk-up payment centers located throughout the City. It also is used by our customers for online payments and Interactive Voice Response (IVR) telephone transactions. The highest volume of transactions and dollars paid through this service is through online and IVR for utility payments. The City issued a Request for Proposal (RFP) for these services and received three responses from Fidelity Information Services, LLC (FIS), Banc of America Merchant Services LLC and Wells Fargo Merchant Services LLC. Wells Fargo Merchant Services LLC failed to submit pricing as requested by the RFP and therefore was deemed as non-responsive. Of the two remaining proposals, FIS is the lowest cost provider meeting all aspects of the requirements. ALTERNATIVES: Customer's payment method would have to be cash, money orders or checks. OTHER CONSIDERATIONS: Consolidating three current merchant providers, who are Wells Fargo Bank, ETS Corporation and Bank of America. 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: Finance 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 $692,948.86 Encumbered / Expended Amount This item $692,948.86 BALANCE $0.00 Fund(s): Various Comments: The service will commence in FY 2015-2016. Funding has been requested for FY 2015- 2016 and will be requested for future years. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Fidelity Information Services — Agreement attached City of Corpus Christi Price Sheet Event No. 45 Merchant Account Services Fidelity Information Services, LLC Jacksonville, FL Banc of America Merchant Services, LLC Atlanta, GA Item Transaction Type Annual Sales Volume 1 Visa Credit Card - Card Present $4,729,005 Annual Cost for Fees, Services and Equipment $142,491.79 $144,204.07 2 Visa Debit Card - Card Present 1.576,335 Annual Cost for Fees, Services and Equipment 49,735.29 48,504.68 3 MasterCard Credit Card — Card Present 4,121,814 Annual Cost for Fees, Services and Equipment 122,303.91 123,479.60 4 MasterCard Debit Card — Card Present 1,373,938 Annual Cost for Fees, Services and Equipment 43,005,93 41,597.19 5 Visa Credit Card— Card not Present 5,940,930 Annual Cost for Fees, Services and Equipment 42,759.59 45,828.98 6 Visa Debit Card- Card Not present 23,763,722 Annual Cost for Fees, Services and Equipment 142,1 14.00 162,497.77 7 MasterCard Credit Card — Card not Present 5,339,573 Annual Cost for Fees, Services and Equipment 37,785.93 39,583.92 8 MasterCard Debit Card — Card not Present 21,358,292 Annual Cost for Fees, Services and Equipment 112,752.42 130,729.87 Note : Annual Sales Volume Evaluated $68,203,609 Grand Total $692,948.86 Total estimated annual sales volume for all credit and debit card transactions is $71,723,160. The City accepts credit cards from Visa, MasterCard, American Express and Discover Card. However, the fees associated with American Express and Discover Card are 100% controlled by the card issuers and are difficult to determine for evaluation purposes. However, the costs associated with these type cards are identical for each proposer and do not affect the hierarchy of the pricing structure shown above. $736,426.09 MERCHANT APPLICATION AND AGREEMENT Disclosure Page Merchant Services Provider Contact Information Name: Fidelity Information Services, LLC, Attn: FIS Merchant Services Address: 11000 West Lake Park Drive -LL, Milwaukee, WI 53224 Customer Service #: 1-800-552-5828 Application Inquiry #: 1-800-552-5828 Sales Office #: 1-800-552-5828 Member Bank (Acquirer) Information Acquirer Name: Wells Fargo Bank, N.A. Acquirer Address: 1200 Montego Way, Walnut Creek, CA 94598 Acquirer Phone: 1-925-746-4167 Important Member Bank (Acquirer) Responsibilities • The Bank is the only entity approved to extend acceptance of Payment Network products directly to a Merchant. • The Bank must be a principal (signer) to the Merchant Agreement. • The Bank is responsible for educating Merchants on pertinent Visa and MasterCard Rules with which Merchants must comply; but this information may be provided to you by Processor. • The Bank is responsible for and must provide settlement funds to the Merchant. • The Bank is responsible for all funds held in reserve that are derived from settlement. Important Merchant Responsibilities • Ensure compliance with cardholder data security and storage requirements. • Maintain fraud and chargebacks below Payment Network thresholds. • Review and understand the terms of the Merchant Agreement. • Comply with Payment Network Rules. • Retain a signed copy of this Disclosure Page. • You may download "Visa Regulations" from Visa's website at: http://usa.visa.com/merchants/operations/op requlations.html • You may download "MasterCard Regulations" from MasterCard's website at: http://www.mastercard.com/uslmerchant/support/rules.html The responsibilities above do not replace the terms of the Merchant Agreement and are provided to ensure the Merchant understands some important obligations of each party and that the Bank is the ultimate authority should the Merchant experience any problems. Merchant Information Business Legal Name (Printed): Business Address: Business Phone: Signature of Business Principal: Printed Name of Business Principal: Title: Date: Merchant Application W T&C 10 03 2013 0• Fi CARDHOLDER INFORMATION SECURITY AGREEMENT The Visa U.S.A. Inc. ("VISA") MasterCard International, Inc. ("MasterCard") and Discover Financial Services ("Discover") payment card networks, and other payment card networks or systems (collectively, the "Payment Network(s)") each require that its member banks exercise reasonable care in protecting cardholder information, and that member banks and their agents abide by the Operating Rules established by such Payment Network. The undersigned ("Merchant") receives Card Transaction processing services from Fidelity Information Services, LLC ("Service Provider"). Service Provider desires to assure that cardholder information is collected, processed, transmitted or stored in a safe and secure manner, using procedures consistent with the respective requirements of the Payment Networks, and requires that Merchant agree to the terms of this Cardholder Information Security Agreement in order to continue to receive such services from Service Provider. NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Merchant agrees as follows: 1. Cardholder information. For purposes of this Cardholder Information Security Agreement, the term "Cardholder Information" is defined as any information containing or evidencing either (a) a Cardholder's personal information or data; including without limitation, a Cardholder's name, card account number, debit card PIN numbers, address, social security number, or any other evidence of the Cardholder's credit, debit or other card type, or (b) information relating to transactions consummated with credit or other types of cards, including both electronic, written and other forms of data, and further including any encryption keys or algorithms used to secure any of the foregoing (the disclosure of which could lead to the disclosure of any other Cardholder Information). The term Cardholder Information also includes other, similar terms used in this Cardholder Information Security Agreement, including "cardholder data" and "card transaction information". 2. Security Requirements. Merchant agrees that it will abide by and fully comply with the Security Requirements, which are incorporated herein by reference, and with all related compliance requirements thereunder with respect to any Cardholder Information or other information containing cardholder or personal information which Merchant may receive or transmit. Service Provider or any Payment Network may periodically request that Merchant certify its compliance with the Security Requirements, including copies of security compliance assessments and reports, processes, procedures, technology and policies, and Merchant will promptly comply with such requests; provided that such requests will not require the disclosure of any information prohibited from being disclosed pursuant to Applicable Law. Merchant will promptly notify Service Provider of a material change in status to any of its security compliance assessments and reports, processes, procedures, technology and policies. Merchant agrees that Service Provider, any Payment Network, and their respective agents may, at Service Provider's or the Payment Network's discretion, periodically perform information security compliance reviews and audits (including vulnerability scans) of Merchant. Such reviews and audits may include onsite inspections and passive Internet scans to detect vulnerabilities. Nothing in this Section will be construed as limiting Merchant's obligations to comply with the Security Requirements and this Section. While Service Provider or a Payment Network or their respective agents may, at Service Provider's or the Payment Network's discretion, periodically perform a review of Merchant's security as described above, Merchant is solely responsible for its compliance with the Security Requirements and this Section. 3. Applicable Law. Merchant further agrees to comply with Applicable Law and to protect the security and confidentiality of the Cardholder Information, and all other "nonpublic personal information" and "customer information", as those terms are defined in the Gramm -Leach -Bliley Act and the regulations thereunder (the "GLB"). Merchant agrees that it will implement and at all times maintain appropriate measures designed to ensure the confidentiality of customer information, protect against any anticipated threats or hazards to the security or integrity of such information, and protect against unauthorized access or use of such information, as required by the "Interagency Guidelines Establishing Standards for Safeguarding Customer Information", promulgated pursuant to Section 504 of the GLB. 4. Limitations on Use of Cardholder information. Merchant agrees that it will use Cardholder Information only for payment transaction processing, settlement, and funding. Merchant may not retain any CID or any CW Data (regardless of whether such data is in written, electronic or other form) captured in connection with any card transaction. The CID and CW Data may not be recorded on transaction documentation or any other evidence of the card transaction, including in any records maintained by Merchant or its agents. 5. Third Party Agents. Merchant represents and warrants that it will immediately, or within three (3) business days at the latest, notify Service Provider in writing if it uses or intends to use the services of any subcontractor or other third party that will access, transmit or store Cardholder Information on behalf of Merchant. 6. Nondisclosure. Merchant agrees that, unless otherwise permitted by this Cardholder Information Security Agreement or with Service Provider's written permission, except as may be required and authorized by the Applicable Law, it will not sell, transfer, or disclose to any person other than Service Provider and/or the respective Payment Networks, any Cardholder Information or other information containing cardholder or personal information which Merchant may receive or transmit. Merchant further agrees to implement any agreements with third parties to which Merchant provides access, to Cardholder Information (as permitted by this Cardholder Information Security Agreement or agreed to by Service Provider in writing) obligating said third parties to adhere to the terms of this Cardholder Information Security Agreement and the regulations referenced herein. 7. Ownership of Cardholder information. Merchant acknowledges and agrees that it has no ownership of or right to use the Cardholder Information. Merchant has the rightto access and use Cardholder Information only as authorized by the respective Payment Networks and only as defined in the Terms and Conditions of the Merchant Agreement. 8. Liability. Merchant acknowledges and agrees that it shall be liable for and that neither Acquirer nor Service Provider shall be liable for any losses, claims or damages, including fines and penalties from any Payment Network, arising out of or related to Merchant's (or its employees', representatives', agents', contractors' or subcontractors') failure to abide by and fully comply with this Cardholder Information Security Agreement. To the extent permitted by Texas law, if Service Provider or Acquirer becomes responsible to a Payment network or any other third party for any damages, liabilities or fines arising from any act or omission of Merchant, Merchant agrees to be responsible for any such damages, liabilities or fines. 9. Non -retention of Cardholder Information. Cardholder Information will not be retained subsequent to the authorization of the transaction, other than essential information (cardholder name, account number, expiration date and extended service code) necessarily required for bona fide purposes in connection with the transaction, and only for the length of time the information is required for such purposes, which must be stored in a secure environment to which access is limited to persons who have a need to know such information. Without limiting the generality of the foregoing, in no event shall Merchant store or retain the contents or information recorded on the magnetic tracks of any card, any PIN data, or the CW2 (VISA), CVC2 (MasterCard), or CID (Discover/American Express) data of any card subsequent to obtaining an authorization. 10. Security Failures. (a) Notice. Merchant shall notify Service Provider as soon as reasonably practicable and in no event more than twenty-four (24) hours after becoming aware of (i) any suspected or actual data security breach in any of its systems or databases used to conduct or in any way process card transactions or to store Cardholder information, including websites or electronic links used to conduct card transactions, and (ii) any noncompliance by Merchant with the Security Requirements. Such breaches shall include third party incursions that could in any way result in access to card transaction information, card account information or Cardholder Information. The foregoing obligations are in addition to any data security breach notification obligations that may be applicable to Merchant under Applicable Law. During the term of this Cardholder Information Security Agreement and for a minimum of twelve (12) months following the termination of this Cardholder Information Security Agreement, Merchant will fully cooperate with Service Provider, the Payment Network(s), and others in investigations of suspected theft, loss or disclosure of cardholder data, and any violation of failure to comply with Applicable Law or the Operating Rules. (b) Merchant Application W T&C 10 03 2013 Investigation. Merchant must perform or cause to be performed an independent investigation (including a forensics analysis) of any data security breach; perform or cause to be performed any remedial actions recommended by any such independent investigation; and cooperate with Service Provider and/or the applicable Payment Network(s) in the investigation and resolution of any data security breach. Merchant must provide Service Provider and/or the applicable Payment Network with the following information concerning any suspected or actual data security breach: (i) the date of such breach, (ii) details concerning the data compromised (e.g., card numbers and expiration dates, cardholder names and addresses), (iii) the method of such breach, (iv) Merchant's security personnel contacts, (v) the name of any person (including any law enforcement agency) assisting Merchant with its investigation of such breach, and (vi) any other information which Service Provider reasonably requests from Merchant and/or its agents concerning such breach, including any forensics report(s). Merchant will provide the information listed in (i) -(vi) as soon as is reasonably practicable and the information listed in (i) -(v) shall in any event be provided to Service Provider and/or the applicable Payment Network within forty-eight (48) hours of Merchant's initial notification to Service Provider of such breach. Merchant and its agents must provide Service Provider and/or the applicable Payment Network with copies of any reports concerning such breach as soon as practicable. Merchant must not issue, and must prevent its agents from issuing, any press release or other public announcement concerning such breach until after Merchant has provided Service Provider with the information requested in (i) -(v) above. (c) Inadequacies. Merchant must cooperate with Service Provider to ensure that appropriate security measures and procedures are implemented by a mutually agreeable deadline if Service Provider notifies Merchant that its or any of its agent's security procedures in connection with card transactions are inadequate or do not comply with the Security Requirements. (d) Service Provider's and Payment Network Rights upon Noncompliance with Security Requirements. If a Payment Network determines or reasonably suspects, in its reasonable discretion, that Merchant or any of its agent's security procedures, including with respect to card transactions, are inadequate or otherwise do not comply with the Security Requirements regardless of whether Service Provider has received certification from Merchant of compliance with the Security Requirements, the Payment Network may assess fines and fees for each discrete event of noncompliance, including for each failure to comply with a Security Requirement regardless of whether the Payment Network, an issuer, cardholder, or any other party has experienced damage as a result of such noncompliance. Merchant is responsible for the full amount of any such fees and/or fines. Additional fees and/or fines may be assessed during the period that such noncompliance remains uncured. Merchant's ability to accept or process card transactions may also be terminated by Service Provider or suspended until such time as Merchant has adopted security procedures that comply with the Security Requirements regardless of whether any party has experienced damage as a result of such noncompliance. In addition, a Payment Network may contact Merchant if it determines or reasonably suspects that Merchant is not in full compliance with the Security Requirements. If Merchant does not ensure that Merchant complies with the Security Requirements by a mutually acceptable deadline, Service Provider or the Payment Network may terminate the Merchant Agreement and Merchant's ability to accept cards and/or the Payment Network may assess fees or fines for which Merchant will be responsible. Merchant is responsible for any disputes resulting directly or indirectly from its failure to comply with the Security Requirements and/or this Section and any resulting costs, expenses, damages or other losses experienced by Service Provider, a Payment Network, and/or any card issuer or cardholder. (e) Data Security Breaches. Merchant is financially responsibility for unauthorized or fraudulent transactions and any damages that Service Provider, a Payment Network, a card issuer and/or a cardholder incurs as a result of the theft, loss or unauthorized use or disclosure of Cardholder Information or card transaction information by Merchant or its agents. Merchant is also solely responsible for any fines (the "Data Security Breach Fees") assessed by a Payment Network for each data security breach incident at Merchant or one of its agents. usa.visa.com/merchants/risk management/cisp.html, www.mastercard.com/sdp www.discovernetwork.com/merchants/data-security/disc.html 11. Audits; Onsite Assessments; Scans. Merchant will perform periodic information security self -audits and promptly remedy any deficiencies. To the extent required by any Payment Network, Merchant will complete any required self-assessment questionnaire, engage an independent security assessor approved by the relevant Payment Network to perform an onsite review of Merchant's compliance with Payment Network requirements and/or to perform any periodic system perimeter scans, copies of the results of each of which will be provided to Service Provider, together with any other documentation reasonably necessary to evidence compliance with applicable Operating Rules relating to the protection of Cardholder Information. In the event that Service Provider or any Payment Network determines a reasonable basis for concern regarding the adequacy of Merchant's procedures to protect Cardholder Information, or determines a reasonable basis to believe that Cardholder Information has been compromised during or as a result of the Merchant's possession of that information, Merchant will provide more formal assurance of compliance -and/or engage an independent security firm to verify or certify Merchant's policies and procedures relative to Cardholder Information security. 12. Additional Security Procedures. Notwithstanding other terms of this Cardholder Information Security Agreement or any agreement between the Merchant and any other party, Merchant agrees to follow appropriate procedures to protect the security of Cardholder Information received during the term of this Cardholder Information Security Agreement. Such procedures must include, but are not limited to, the following: (i) Merchant will install and maintain a working network firewall to protect data accessible via the Internet; (ii) Merchant will use and update anti-virus software; (iii) security patches will be kept up to date; (iv) Merchant will encrypt stored data and data sent over open networks; (v) Merchant will maintain an information security policy for employees and contractors; (vi) procedures will be maintained to restrict access to cardholder data on a limited "need to know" basis, (vii) all materials containing cardholder data will be rendered unreadable prior to discarding and will be discarded in a manner that ensures the complete destruction of cardholder data, (viii) Merchant will assign a unique ID to each person with computer access to data, and (ix) Merchant will ensure that unauthorized parties do not have access to any of its systems containing Cardholder Information. 13. Survival. Merchant's obligations under this Cardholder Information Security Agreement shall survive the termination of this Cardholder Information Security Agreement for all Cardholder Information received during the term of this Cardholder Information Security Agreement. 14. Term; Other Agreements. This Cardholder Information Security Agreement shall remain in effect until one (1) year following expiration of the Merchant Agreement. To the extent that this document conflicts with the provisions of any other agreement goveming the business relationship between Merchant and Service Provider, the provisions of this Cardholder Information Security Agreement shall govern and, to the extent necessary, shall constitute an amendment to such other agreement. A breach of this Cardholder Information Security Agreement by Merchant shall constitute a breach of the Merchant Agreement. 15. Registration. At the request of Service Provider or any Payment Network, Merchant shall, at its sole expense, fulfill any registration requirements of the applicable Payment Network(s), or as required, assist Service Provider in such process, including without limitation registering any subcontractor with Service Provider, and will cooperate with same. Merchant further agrees that it will be solely responsible for any fees and costs, including recurring fees, whether assessed directly to Merchant, or by the Payment Network to Service Provider, in connection with said registrations. Merchant Application W T&C 10 03 2013 -0•• TERMS AND CONDITIONS RETAIN THIS COPY FOR YOUR RECORDS In these Terms and Conditions ("Terms and Conditions"), "we", "us," and "our" means Fidelity Information Services, LLC for Discover Card Transactions, and Wells Fargo Bank, N.A. and Fidelity Information Services, LLC for all other Card Transactions. "You" and "your" means Merchant. "Cards" means the credit cards and debit cards enabled to process through a Payment Network as set forth in your Merchant Application. These Terms and Conditions, together with the Merchant Application, Cardholder Information Security Agreement and all schedules and attachment hereto (collectively, the "Merchant Agreement") establishes the terms and conditions on which you may accept Cards as payment for goods and services and we will provide transaction processing and settlement services. If we approve your Merchant Application, you will be provided with instructions on how you can access and obtain a copy of the Operating Rules and with such other requirements and directives we may require relating to your acceptance of Card Transactions. You agree that if you accept and process Card Transactions, you will comply with the Operating Rules for all Card Transactions you accept and process. 1. Card Transactions.. 1.1 You are responsible to ensure that the Cardholder understands that you are responsible for the Card Transaction, including the goods or services that are the subject of the Card Transaction, dispute resolution, and performance of the terms and conditions. You must honor all Cards presented for payment except as otherwise provided under the Merchant Agreement and Operating Rules. The following requirements apply to all Card Transactions: (a) you cannot establish minimum or maximum amounts as a condition for accepting a Card, except as permitted by Applicable Law and/or the Operating Rules; (b) you cannot impose a surcharge or fee for accepting a Card, provided that you may impose a surcharge or fee for all like Card Transactions and you may provide a discount to customers for cash payments; (c) you cannot establish any special conditions for accepting a Card; (d) you cannot discourage, favor or discriminate against the use of a Card in relation to other credit cards or debit cards, except with respect to your own proprietary private label, loyalty, or gift cards; however, you may choose not to accept either U.S. issued debit Cards or U.S. issued credit Cards under the terms described in Section 1.3 of these Terms and Conditions; (d) you cannot discourage, favor or discriminate against the use of a Card issued by any particular Card issuer in relation to a Card issued by any other Card issuer; (f) you cannot require the Cardholder to supply any personal information (e.g., home or business phone number; home or business address; or driver's license number) unless instructed by us, except for a mail order/telephone order or delivery required transaction, and ZIP code for a Card -present key -entered transaction in order to obtain an Address Verification (AVS); (g) any tax required to be collected must be included in the total transaction amount and not collected in cash; (h) you cannot submit any Card Transaction representing the refinance or transfer of an existing Cardholder obligation deemed uncollectible; (i) you cannot submit a Card Transaction or sale that has been previously charged back; (j) you must deliver at least one copy of the Sales Draft or credit draft to the Cardholder; (k) you cannot submit a Card Transaction or sale to cover a dishonored check. Failure to comply with any of the applicable Operating Rules may result in fines or penalties. 1.2 Prohibited Transactions. You may not accept Cards in payment for any Card Transaction that is illegal, not authorized by the Cardholder, fraudulent, or that may damage the goodwill of us or any Payment Network. "Factoring" which is the submission of Authorization Requests and/or Sales Data by a Merchant for Card Sales or Cash Advances transacted by another Person, is expressly prohibited. Factoring is considered Merchant fraud. If you submit Sales Data on behalf of another Person you will suffer any losses associated with any Dispute of the Card Sales. Also, if any fraud is involved, you could face criminal prosecution. You are prohibited from depositing Card Transactions originating from Cards of owners, partners, officers or employees of your business establishment except for Card Transactions that are routine in type, size and frequency for your business and that represent actual sales of goods or services. Submission of sales transactions on Cards in order to obtain a cash advance is strictly prohibited and may result in immediate cancellation of your merchant account. Cash disbursements to Cardholders are also prohibited. You must not accept any direct payments from Cardholders for charges of merchandise or services which have been included on a Sales Draft; it is the exclusive right of the Card Issuer to receive such payments. You may not make any cash disbursements to a Cardholder as part of a Card transaction except to the extent expressly authorized by this Agreement or the applicable Payment Network Rules. You may not accept Cards at Terminals that dispense scrip. 1.3 Card Acceptance Requirements. You must check or obtain the "valid from" and expiration date on the Card and confirm that the Card is valid and not expired prior to completing a Card sale. The Card is valid through the last day of the month embossed on the Card, if present. If the Card has expired, you cannot accept that Card for a sale. If you are suspicious that the Card presenter is not an authorized user of the Card, you should call us at the telephone number we provide for such purpose. You have the right to limit card acceptance to credit or debit cards with the appropriately executed contract addendum in place. 1.4 CID/CW/CVC Requirements and Limitations. You must submit CID/CW/CVC to us under the following circumstances: (a) the first installment of an Automatic Payment Plan, where the first installment is a Card Not Present sale; and (b) where we notify you that we require you to submit CID in all or a certain portion of your Authorization Requests. Your failure to include the CID/CW/CVC in an Authorization Request where required by us, as described above, may result in a negative Authorization response and may increase the Interchange or Fees you are obligated to pay. If you do not submit CID/CW/CVC with an Authorization Request for a Card Not Present sale, even where not required above, you may lose a Dispute of the Card Sale (and, in the case of an Automatic Payment Plan where the first installment is a Card Not Present sale, all installments under the plan may be subject to Dispute if you fail to submit CID/CW/CVC with the Authorization request for the first installment). You are strictly prohibited from retaining, archiving or otherwise storing the CID/CW/CVC in any form or format for any reason, including the recording of the CID/CW/CVC on Transaction Documentation or the making of photocopies of the front or back of Cards. Records demonstrating that the CID/CW/CVC was included in an Authorization Request will be maintained only by the applicable Payment Network. 1.5 Transaction Documentation. You must prepare Transaction Documentation for each Card Transaction and provide a copy of the Transaction Documentation to the Card presenter at the time of completion of the Card Transaction, in each case in accordance with the Operating Rules. The form and format of the Transaction Documentation you prepare must be acceptable to us. You shall ensure that the Transaction Documentation for each Card Transaction, whether electronically generated or manually printed on paper, is legible and contains all of the information required under these Terms and Conditions and the Operating Rules. You may not require a Cardholder to sign Transaction Documentation until the final Transaction amount is entered on the Transaction Documentation. 1.6 Cardholder Signature. Except in Card Not Present sales and other special circumstances described in the Merchant Agreement or the Operating Rules, Transaction Documentation must be signed by the Card presenter in the presence of your authorized representative or employee at the time of the Card Sale. The signature on the Transaction Documentation must reasonably match the signature appearing on the signature panel of the Card (unless the valid Card does not have a signature panel on the back of the Card) and the Cardholder's name as embossed on the front of the Card (except where the valid Card does not bear a Cardholder name on the front of the Card). 1.7 Verification of Signature on Card. In Card Present sales involving valid Cards bearing a signature panel on the back of the Card, you must verify that there is a signature on the signature panel on the back of the Card and verify that the name on the back of the Card is reasonably similar to the name embossed on the front of the Card (except where the valid Card does not bear a Cardholder name on the front of the Card). If the Card includes a photograph of the Cardholder, you must verify that the Cardholder resembles the photograph. 1.8 Unsigned Cards. If a Card bearing an unsigned signature panel is presented to you, you must request two pieces of identification, one of which must be govemment-issued picture identification. When you have confirmed that the person presenting the Card is the Cardholder, you must require the Cardholder to sign the back of the Card. If you are unable to positively identify the Card presenter as the Cardholder, or if you have reason to suspect fraud, you must call us. 1.9 Your Submission of Sales Data. You may submit Sales Data only for valid Card Transactions between you and a bona fide Cardholder. You must submit Sales Data to us no later than three (3) business days after the date of the Merchant Application W T&C 10 03 2013 Card Transaction except that (i) Sales Data may not be presented until goods are shipped, (ii) if you have received Authorization for delayed presentment, (iii) if you are required by Applicable Law to retain the Transaction Documentation or return it to the Cardholder upon timely cancellation, in which case you must present the Sales Data within ten (10) days of the Card Transaction date, and (iv) when you have multiple locations and use a central facility to accumulate and present Sales Data to us, in which case we must receive the related Sales Data within thirty (30) calendar days of the Card Transaction date. For Card Sales and Credits, the Card Transaction date is the date that you conduct the Card Sale or promise the Credit to the Cardholder. Except for Cardholder deposits for purchases, you may not send Sales Data for goods or services ordered by a Cardholder in a Card Sale until the goods or services have been delivered or fumished to the Cardholder. Sales Data for Card Sales submitted for Settlement more than thirty (30) calendar days after the Card Transaction date may be rejected, subject to higher Interchange and/or other Fees or subject to Dispute. The applicable Payment Network may withhold Settlement and/or assess higher Interchange and other Fees for any Sales Data sent to us that does not include all of the information required to be included. 1.10 Preparation and Transmission of Sales Data. You must prepare Sales Data for all Card Transactions as described in this Section 1.10, and transmit the Sales Data to us as described in this Section 1.10 and the Operating Rules. Additional requirements for the preparation and transmission of Sales Data apply for Card Not Present transactions and you must comply with these requirements. You must include all goods and/or services purchased or retumed/refunded at one time and at one cash register on one Transaction Receipt or Transaction Slip, or in a single transmission of electronic Card Transaction data, and you must transmit the Sales Data relating to goods and/or services purchased or retumed/refunded at one time and at a single cash register in a single electronic transmission of Sales Data unless otherwise approved by us in writing. Notwithstanding the foregoing, you may use separate Transaction Receipts or Transaction Slips or use multiple transmissions to submit electronic Card Transaction data, and you may submit Sales Data in multiple transmissions, for bona fide deposits, partial payments and Automatic Payment Plans that comply with any applicable requirements. 1.11 Unusable Sales Data. We will notify you if all or a portion of the Sales Data submitted by you cannot be processed due to invalid, missing or unreadable data. In the event that all or a portion of the Sales Data you submit is invalid, missing or unreadable, you are responsible for: (i) retrieving and resubmitting valid, readable Sales Data in proper form immediately; and (ii) the risk of any loss with respect to the Card Transactions described in the Sales Data, including for damage to or destruction of Sales Data, whether or not held by the applicable Payment Network, until complete, usable Sales Data is successfully received by the applicable Payment Network. 1.12 Submitting Electronic Sales Data. You are required to transmit Sales Data by electronic means in the form and format specified by us from time to time in the Operating Rules and to the location that we specify. All Sales Data transmitted by you must conform to these Terms and Conditions and the Operating Rules. 1.13 Record Retention. You must keep original copies of all mail/telephone order forms and other documentation relating to Card Transactions (including copies of Transaction Documentation) until the later to occur of (i) three hundred sixty five (365) calendar days following the Card Transaction date, or (ii) the resolution of any pending or threatened Disputes, claims, disagreements or litigation involving or relating to the Card Transaction. You must keep a microfilm or other copy of Sales Data for no less than three (3) years from the date of the Card Transaction. You must provide us with a copy of any Transaction Documentation, Sales Data or any other documentation retained by you within fifteen (15) calendar days of our request for such information. In addition, you are responsible for retaining copies of documentation for a period sufficient to enable you to respond to any Disputes that may be initiated with respect to Card Transactions. If you do not provide on your own behalf a copy of any Transaction Documentation, Sales Data or other documentation requested by us, the Card Transaction may be subject to Dispute, including Chargeback, or other Fees. 1.14 Special Rules for Particular Transactions. Additional terms, conditions, and requirements apply with respect to Card Not Present transactions, telecommunication Card Sales, Cash Over Transactions, Mail -Order and Telephone Order Sales, Automatic Payment Plans, delayed delivery sales, Automobile Rental Transactions, Airline and Cruise Line transactions, Hotel and Lodging Industry Transactions, Cash Advance Transactions, Card Sales in connection with store closings or liquidations, Electronic Commerce transactions, and other special categories (as such terms are defined in Section 28 of these Terms and Conditions or the Operating Rules). You are responsible to obtain from us the special rules pertaining to these transactions and any special rules that apply to other Card Sales that are not in-person Card Present transactions in full payment for same day delivery of retail goods and/or services. By submitting Sales Data in connection with any such Card Transactions, you agree that you have received and agree to the special terms, conditions, and requirements relating to these transactions. 1.15 Retums. If you provide proper disclosure to a Cardholder at the time of the Card Transaction, you may establish a return policy under which you will: (a) not accept merchandise in retum or exchange and issue no refunds; (b) only accept merchandise in immediate exchange for similar merchandise of a price equal to the amount of the original Card Transaction; or (c) accept merchandise in return for in-store credit only; or (d) stipulate special circumstances agreed to by the Cardholder. Proper disclosure shall be deemed to have been given if the words "NO REFUND", "EXCHANGE ONLY" or "IN STORE CREDIT ONLY" appear on all copies of the Transaction Documentation in letters approximately % inch high and in close proximity to the space provided for the Cardholder's signature. 2. Authorization. 2.1 You must obtain an Authorization for all Card Sales that you submit to us. You must request Authorization of the entire amount of the Card Transaction before completing the Card Transaction. The Authorization code must be displayed on the transaction receipt or noted in the appropriate place on the Sales Draft. You may pay higher Interchange if you complete a Card Sale without receiving a positive Authorization, if you submit Sales Data to us regarding Card sales for which you did not receive a positive Authorization or if the Authorization code is not properly designated in the Sales Data. In addition, the Card Sale may be subject to Dispute and/or you may lose a Dispute of the Card Sale, as described in the Dispute Rules. 2.2 An Authorization only indicates the availability of credit on an account at the time the Authorization is requested. It does not warrant that the person presenting the Card is the rightful Cardholder, nor is it a promise or guarantee that you will not be subject to a Chargeback. If you fail to obtain an Authorization or if you submit a Card Transaction after receiving a decline (even if a subsequent Authorization attempt provides an approval), your transaction may be assessed fines or fees by the applicable Payment Network for which you will be responsible. 2.3 If you receive a Referral Code in response to an Authorization Request, you should contact us for additional information. A Referral Code is not a positive Authorization. If you subsequently complete a Card Sale where you received a Referral Code without subsequently receiving a positive Authorization and corresponding Authorization code, you may be obligated to pay higher Interchange for failure to receive a positive Authorization response. The Card Sale may be subject to Dispute and/or you may lose a Dispute of the Card Sale, as described in the Dispute Rules. 2.4 You may not attempt to obtain multiple Authorizations for a single Card Transaction. If a Card Sale is declined, do not take alternative measures with the same Card to obtain an approval of the sale from other Authorization sources. Instead, request another form of payment. If you accept and process a Card Transaction that was declined, or attempt to submit multiple Card Transactions and/or multiple Authorizations, you are subject to a Chargeback, fines and/or cancellation of the Merchant Agreement. 2.5 If you conduct a Card sale using a POS Device to electronically capture data from the Card, the Authorization request you send to us must include all of the data specified in our Operating Rules, including the unaltered contents of track 1 or track 2 of the track data contained on the Card (which includes the Card Verification Value (CW) data). In addition, the POS Device you use to conduct the Card Sale must be capable of receiving the full, unaltered Authorization response when sent. If a Card Sale is conducted using a POS Device but the Card cannot be read electronically, you must manually input the required Card Transaction information into the POS Device prior to submitting the Authorization request to us. In addition, you must imprint the Card on the Transaction Receipt. If your POS Device is unable to receive an electronic Authorization response, or if the online Authorization system is down, you should call the number we provide you to submit a voice Authorization request. When a positive voice Authorization response is granted, we will provide you with an Authorization code. You must manually enter this Authorization code in the POS Device in such a manner that the Authorization code is printed on the Transaction Receipt. If the Card Sale is not conducted using a POS Device, you shall to record the Authorization code in the appropriate box on the Sales Draft. We will notify you of any negative (or declined) Authorization response provided to us. In the event of a negative Authorization response, you may not comment to the Card presenter on the reason for the decline of the Authorization request. If the Card presenter requests information about the reason for the decline of the Authorization request, you should inform the Card presenter to contact the Card Issuer. 2.6 Occasionally in response to an Authorization request, we may, on behalf of an Issuer, direct you obtain certain information from the Card presenter to verify the Card presenter's identity. Also, in response to an Authorization request, we may, on behalf of an Issuer, occasionally direct you to take and Merchant Application W T&C 1003 2013 retain a Card from the Card presenter. In each such case, you will use reasonable and lawful attempts to comply with our request. 2.7 If a Card Sale is cancelled or the amount of the Card Sale changes following your receipt of Authorization for the Card Sale, you must cancel the Authorization by (i) processing a return using your POS Device (if the Authorization was obtained using a POS Device), or (ii) call us to request a cancellation of the Authorization (if the Authorization was a voice Authorization). An Authorization may be cancelled at any time within fifteen (15) calendar days of your receipt of the Authorization but must be cancelled before Sales Data relating to the Card Sale has been submitted to us. Once Sales Data relating to the Card Sale has been submitted to us, the Authorization cannot be changed. You may not contact the applicable Payment Network in an attempt to cancel an Authorization. You must contact us to cancel an Authorization, and we will contact the applicable Payment Network. 2.8 You must submit all Authorization requests in U.S. dollars. 3. Settlement of Card Transactions. 3.1 Subject to your compliance with all the terms and provisions of the Merchant Agreement and the Operating Rules, we will accept valid Transaction Documentation from you during the term of the Merchant Agreement and to promptly pay you the total amount represented by the Transaction Documentation. At our sole discretion, we may credit your account for the total amount of Card Sales less any applicable fees or, in a separate transaction, subsequently debit you or your account for applicable fees. The payments by us to you shall be deposited in the account designated in your Merchant Application or as you subsequently designate in writing. 3.2 In addition to any other remedies available to us under the Merchant Agreement, we may, without prior notice, suspend payment of any funds if we have reason to believe that you are in default of any obligation under the Merchant Agreement or there is any fraudulent activity related to the transactions that you submit to us. 3.3 To the extent the Automated Clearing House (ACH) settlement process is used to debit or credit your Settlement Account, you agree to be bound by the terms of the operating rules of the National Automated Clearing House Association (NACHA). You hereby authorize us to initiate credit and debit entries and adjustments to your account through the ACH settlement process and/or through direct instructions to (or such other arrangements as we deem appropriate) the financial institution where your Settlement Account is maintained for amounts due under the Merchant Agreement and under any agreements with us or our affiliates for any related services, as well as for any credit entries in error. You hereby authorize the financial institution where your Settlement Account is maintained to make all such debits and credits to your account. This authority will remain in full force and effect until all monies due under the Merchant Agreement and under any other agreements with us or our affiliates for any related services have been paid in full. 3.4 After you submit Sales Drafts and Credits, you will receive settlement funds through ACH credit. We will initiate a transfer of such applicable settlement funds through ACH to your Settlement Account. Settlement by ACH credit generally will take place the second banking day after we process the applicable Card Transactions. 3.5 If you believe any adjustments should be made with respect to your Settlement Account, you must notify us in writing within sixty (60) days after any debit or credit is or should have been affected. 3.6 If after your Settlement Account has terminated, you fail to instruct us as to where to transmit funds that we are holding and that are due to you, we may deduct from those funds our reasonable costs associated with the maintenance of such funds on a monthly basis. 3.7 The following is a partial list of reasons for other debits to your Settlement Account. We may add to this list as required: (a) the applicable Payment Network fees, charges and fines assessed as a result of your transactions; (b) currency conversion errors; (c) fees and Chargebacks not previously charged; and (d) deposits posted in error. For additional reasons, refer to your Operating Rules which can be found on the worldwide web. 4. Chargebacks. 4.1 You are responsible for reimbursing us for any and all Chargebacks and Disputes by the Issuer and/or the Cardholder with respect to your Card Transactions and for related fees, for any reason, whether or not you have the right to contest the Chargeback under applicable Operating Rules. 4.2 Reasons that a Card Transaction may be Disputed or a Chargeback include, but are not limited to: (a) a Cardholder disputes the validity of a Card Transaction; (b) a Cardholder disputes the quality or receipt of goods or services; (c) a copy of the Sales Draft was not provided when requested, or the copy provided was improperly completed or illegible in whole or in part; (d) a Credit was not provided to the Cardholder; (e) the Card Transaction was not authorized by the Issuer at the time of Card Sale, or efforts were made to avoid a decline of the Authorization (such as, but not limited to, attempts to obtain an Authorization after receiving either a decline or a referral to a call center or splitting a sale across multiple transactions of the same Card); (f) the Sales Draft was not imprinted using an imprinting machine (an electronic swipe of the magnetic stripe on the Card may only substitute for a manual imprint if the transaction is electronically authorized by the terminal after the swipe. In situations where the account number is keyed into the terminal or where the terminal provides a referral response, a physical imprint of the Card on the Sales Draft is mandatory); and (g) all mail order/telephone order and Internet sales are at your risk and are subject to Chargeback. 4.3 You must maintain sufficient funds in your designated Settlement Account to cover all Chargebacks and related fees. For each Card Transaction accepted and processed by you, we have a contingent and unmatured claim against you for any amount we must pay as a result of your acceptance and processing of Card transactions, including, but not limited to, any Chargebacks, fees, discounts, customer credits and adjustments, charges, fines, assessments and penalties. All settlements or credits given or payment made by us to you in connection with your Card Transactions are provisional, and subject to revocation, Chargeback or refund, subject to the terms and conditions of the Merchant Agreement and the applicable Operating Rules. Your right to receive any amounts due from us is expressly subject and subordinate to our Chargeback, set-off, lien and security interest rights without regard to whether such Chargeback, set-off, lien and security interest rights are applied to claims that are liquidated, unliquidated, fixed, contingent, matured or unmatured. WE MAY, WITHOUT FURTHER NOTICE, ELECTRONICALLY DEBIT YOUR SETTLEMENT ACCOUNT TO COVER ALL SUMS OWING TO US PURSUANT TO THE MERCHANT AGREEMENT, INCLUDING, BUT NOT LIMITED TO, AMOUNTS OWING FOR CHARGEBACKS, RELATED FEES AND FINES IMPOSED BY THE APPLICABLE PAYMENT NETWORK. 5. Operation of Business. 5.1 Change in Business. You must notify us immediately of any change to the information included in your Merchant Application, including if you engage in, or in the future elects to engage in, any new lines or types of business activities not disclosed in your Merchant Application or if you change your business activities in any of the following ways: (i) change of ownership; (ii) change in type or kind of business; (iii) change in identity, including corporate/legal name or address; (iv) closing or liquidating business entirely or any locations; (v) change in processing method (i.e., Transaction Slips to POS Device); (vi) voluntary or involuntary party in a bankruptcy case; (vii) entry into a loan or other agreement with a third party that seeks to affect the Merchant Agreement; (viii) change to any entity that is a party to or guarantor of the Merchant Agreement, including by merger or acquisition; and (ix) change to or from a business that conducts exclusively retail sales to one that accepts Card Sales by mail, telephone order or Internet transactions. You agree to notify us of any changes specified above, including any changes to the information in your Merchant Application. We may terminate Card acceptance by you and your sublicense to use the Program Marks if you fail to notify us of any such change. In addition, Card Sales by you relating to a new business activity of which we have not been notified may be rejected or subject to reversal or Chargeback, at any time at our sole discretion. 5.2 Compliance with Laws. You are responsible for operating your business and performing your obligations hereunder in compliance with Applicable Law. 5.3 Audits. We may, at our discretion, conduct or engage a third party to conduct examinations and audits of such your compliance with the applicable provisions of the Merchant Agreement or the Operating Rules. All such examinations and audits will be at your sole cost and expense. We may report the results of each such examination and audit to the applicable Payment Network. In addition to the foregoing, you agree that the applicable Payment Network shall have the right to visit you and review your retail locations, corporate offices and websites to verify your compliance with the terms of the Merchant Agreement and the Operating Rules, including the License, the display of the Program Marks, adherence to point-of-sale procedures and compliance with the Security Requirements. If an audit identifies a regular or repeated failure by you to comply with the obligations applicable to you, you agree to promptly notify us of your plan to cure such deficiency along with the implementation date of such cure. 6. Card Account Information. You may not request or use Card account information for any purpose that you know or should have known to be fraudulent or in violation of the Operating Rules. You must not ask a Cardholder to record a Card account number or other account information on the exterior of any order form or other similar device designed to be mailed. You may not disclose Card Transaction information except to us or our agent for the purpose of processing a Card Transaction or Chargeback, or to your loyalty program or fraud control service provider, or as required by Applicable Law. Merchant Application W T&C 10 03 2013 8. Program Marks. 8.1 You are prohibited from using the Program Marks, as defined below, other than as expressly authorized in writing by us or as provided in this Section 8. Additionally, you shall not use the Program Marks other than to display decals, signage, advertising and other forms depicting the Program Marks that are provided to you by us pursuant to the Merchant Agreement or otherwise approved in advance in writing by us. You may use the Program Marks only to promote the services covered by the Program Marks by using them on decals, indoor and outdoor signs, websites, advertising materials and marketing materials; provided that all such uses must be approved in advance by us in writing. You shall not use the Program Marks in such a way that customers could believe that the products or services offered by you are sponsored or guaranteed by the owners of the Program Marks. You recognize that you have no ownership rights in the Program Marks. You shall not assign to any third party any of the rights to use the Program Marks. 8.2 You must prominently display the Program Marks at the point of interaction to indicate that the merchant accept the applicable Payment Network's cards. If you are a remote services merchant, you must display the Program Marks wherever payment options are presented. We will provide you with the appropriate artwork in a format authorized by the applicable Payment Network. The Program Marks must be clearly visible to the public. The preferred location to post the Program Marks at a physical point of interaction is the entrance, nearby window or door of your business location, and on the first screen of an electronic point of interaction. Where it is not possible to post signage at the entrance of your location, posting the Program Marks so that they can easily and readily be seen within the location will satisfy the above requirement. Where it is not possible to post the Program Marks on the first screen of an electronic point of interaction, posting the Program Marks on the payment screen will satisfy this requirement. You must display each Program Mark in such manner and with such frequency as accorded any other Payment Network's Program Marks. You must limit your use or display of the Program Marks in accordance with the terms of the license granted under Section 8.1 and this Agreement or in accordance with any other specifications provided by us. We will provide you with signage displaying representations of the Program Marks that are consistent with the applicable Payment Network standards. We will provide approved displays to you for your use to inform the public that credit and debit cards are accepted. You shall prominently display the Program Marks that we provide. You may not indicate that any Payment Network endorses any of your products or services. 8.3 Your license to use the Program Marks shall terminate upon the earlier of (i) the termination of the Merchant Agreement, or (ii) delivery of notice by us to you of the termination of the license hereunder. 9. Confidentiality. 9.1 Confidential Information. We, the applicable Payment Network, or the applicable Payment Network's or our agents on behalf of the applicable Payment Network, ourselves, the applicable Payment Network's and our affiliates and prospective and current Issuers, including the applicable Payment Network Issuers, and each of their and our respective officers, directors, subcontractors and employees, agents and affiliates (in each case, a "Disclosing Party") may disclose or communicate, directly or indirectly, to you or your agents ("Receiving Party") information and data that the Disclosing Party deems as confidential or proprietary ("Confidential Information"). The term "Confidential Information" includes all information and materials pertaining to technology, trade secrets, know-how, products, facilities, processes, operations, suppliers, current and prospective customers, marketing objectives and plans, pricing and other information pertaining to the Disclosing Party's business affairs, and includes all information pertaining to us and the applicable Payment Network, our and their respective marketing and other business plans, profitability, market share and position, Card Transaction volumes, BINs, prospective and current Issuers, other acquirers of Card Transactions and/or merchants, and any information disclosed by a Disclosing Party to a Receiving Party prior to the execution of the Agreement in contemplation or anticipation of the entry into the Agreement, regardless of whether such disclosure was protected by a confidentiality agreement. The term "Confidential Information" also includes the terms of the Merchant Agreement and the Operating Rules, including documents incorporated by reference, each of the schedules, exhibits, appendices and amendments thereto and any material that is distributed or disclosed by the Disclosing Party in connection with exercising its rights or performing its obligations under the Merchant Agreement, regardless of whether such information is marked as "Confidential." The term "Confidential Information" includes information or data that is in oral, written or other visual form, or recorded on tape, electronic or other media. The terms of this Section 9 shall supersede any oral or written agreements between you and us governing confidentiality entered into prior to the execution of the Merchant Agreement and the terms of this Section 9 shall apply retroactively to the date of the first disclosure by the Disclosing Party of Confidential Information in contemplation of the entry into the Merchant Agreement. In the event of a conflict between the terms of this Section 9 and the terms of any confidentiality agreement between you and us entered into prior to entry into the Merchant Agreement, the terms of this Section 9 shall govern. The term "Confidential Information" will exclude (i) information in the public domain or information that becomes available to the general public without restriction through no wrongful act or omission of the Receiving Party; (ii) information that is independently developed by the Receiving Party without reference to Confidential Information of the other party; or (iii) information that is known by the Receiving Party prior to disclosure by the Disclosing Party. 9.2 Limited Use. You agree that Confidential Information will be used by you for the sole and exclusive purpose of performing the obligations and exercising the rights as granted or permitted under the Merchant Agreement. You must ensure that Confidential Information is kept confidential and is not disclosed, directly or indirectly, to any third party unless the Disclosing Party consents in writing to such disclosure, and then only upon the prior execution of a confidentiality agreement containing terms substantially similar to those in this Section 9 by the third party to whom the Receiving Party desires to disclose such information. Notwithstanding the foregoing, the Receiving Party may disclose strictly limited and necessary types of Confidential Information to its affiliates and/or agents that require access to such Confidential Information in order for the Receiving Party to perform its obligations under this Agreement, subject to the terms of Section 9.2 and provided that such Persons are bound to confidentiality terms substantially similar to those in this Section 9. 9.3 Permitted Disclosures. Notwithstanding the above restrictions, the Receiving Party may disclose Confidential Information in response to a subpoena or order of a court or an agency or government authority of competent jurisdiction that is binding on the Receiving Party, and which compels the disclosure of Confidential Information, or (ii) in response to a valid public records request where the information is required to be disclosed by applicable public records laws, in each case provided that the Receiving Party will, to the extent permitted by Applicable Law, immediately notify the Disclosing Party of the receipt of a subpoena, public records request or order so as to permit the Disclosing Party to contest any such subpoena or order or to seek an appropriate protective order at the Disclosing Party's expense. To the extent required by specific circumstances, you may disclose certain limited and necessary terms of the Merchant Agreement and the Operating Rules, to (i) your regulators, examiners, auditors and counsel, or (ii) to proposed investors and financing sources and their advisors in connection with a merger or acquisition or proposed merger or acquisition or the like, provided such proposed recipients agree in writing to be bound by the obligations of confidentiality required by the Operating Rules and provided that you provide prompt written notice to the applicable Payment Network in advance of such disclosure. The disclosure of this Agreement and any related documents are subject to the Texas Public Information Act. 9.4 Return or Destruction of Confidential Information. Upon the termination or expiration of the Merchant Agreement, all Receiving Parties will comply with the Disclosing Party's reasonable instructions regarding the disposition of Confidential Information, which may include the retum or destruction of any and all Confidential Information (including any electronic or paper copies, reproductions, extracts or summaries thereof); provided that the Receiving Parties may retain a reasonable number of copies of any tangible property containing Confidential Information, subject to the terms of these Operating Rules, which may be used solely for regulatory and record-keeping purposes and may not be used for any other purpose. 10. Advertising and Publicity. Except as otherwise explicitly permitted by these Terms and Conditions, you may not use the registered trademarks, service marks, logos or any proprietary information of the applicable Payment Network, us or the applicable Payment Network's or our affiliates without the prior written consent of the owner of such intellectual property and the prior review, by such owner, of the materials in which such marks, logos or proprietary information is proposed to be used, including in any press release. in your case, such materials shall include the types of media referred to in Section 7.2 in which the Program Marks or logos are displayed. Such consent shall not be unreasonably withheld or delayed. Neither party shall make any public statement or press release regarding the Program or the Merchant Agreement, without the prior written approval of the other party. Notwithstanding the foregoing, Merchant is permitted to take public action, as required by law, for approval of this Agreement. 11. Fees; Adjustments. You agree to pay charges and fees in the amount and in the frequency specified from time to time by us. You also agree to pay any fines imposed on us by the applicable Payment Network resulting from Chargebacks and any other fees or fines imposed by the applicable Payment Network with respect to your acts or omissions. We have the right to revise our fees and charges upon advance written notice to you and you shall pay such revised charges and fees. You agree that any objections to any such charges or fees that are not made and timely received by us as provided herein, shall be deemed waived by you. Merchant Application W T&C 10 03 2013 12. Representations; Warranties. 12.1 For each Card Transaction submitted to us, you represent and warrant the following: (a) it is a lawful sale/rental not previously submitted and is only for the items sold or rented (including taxes, but without any surcharge); (b) it represents an obligation of the Cardholder for the Card Transaction amount; (c) it is not an amount charged subject to any dispute, set-off or counterclaim; (d) it is for merchandise or service actually delivered or performed at the same time you accepted and submitted the Card Transaction for processing (except for any delayed delivery or advance deposit transactions expressly authorized by this Agreement); (e) it is not the refinancing of an existing obligation of the Cardholder or arising from the dishonor of a personal check; (f) that you have no knowledge or notice that the transaction is improper, fraudulent or unauthorized; (g) that the Card Transaction is between you and the Cardholder; and (h) the Card Transaction is made in accordance with the Merchant Agreement, the Operating Rules. 12.2 THIS IS A SERVICE AGREEMENT. WE DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OR ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THE MERCHANT AGREEMENT. 13. Term and Termination. Merchant's ability to participate in our card processing program ("Program") shall begin as of the Effective Date and continue for an initial term ("Initial Term") of three (3) years from service installation and with an option to extend for two additional twelve (12) month terms (each a "Renewal Term") at your election upon no less than sixty (60) days notice to us. -Written notice shall be deemed given on the date mailed by certified mail, retum receipt requested. Telephonic notice shall be deemed given on the date the call is completed. In no event shall Merchant be required to deposit, or are we required to accept for deposit, any charge forms or credit forms after the termination date. All obligations incurred or existing under the Merchant Agreement as of the date of termination shall survive such termination until such obligations are fully satisfied. Merchant expressly acknowledges that VISA and MasterCard maintain records containing information on Merchants terminated for one or more reasons specified in the Operating Rules. Such reasons generally include, but are not limited to, fraud, counterfeit paper, unauthorized transactions, breach of contract, excessive Chargebacks or highly suspect activity. Merchant acknowledges that we are required to report the Merchant business name and the name of its principals to VISA and MasterCard when Merchant is terminated due to one or more of the foregoing reasons. Merchant expressly agrees and consents to such reporting by Service Provider in the event of the termination of the Merchant Agreement due to one or more of such reasons. 14. Security interest. Any failure by you to pay us, upon demand, the amount of any transaction that we have charged back to you or any other amount owed by you to us under the Merchant Agreement shall constitute a default by you. Upon any such default, we shall have all rights and remedies provided by law. 15. Limitation of Liability. OUR LIABILITY TO YOU WITH RESPECT TO ANY CARD TRANSACTION SHALL NOT EXCEED THE AMOUNT REPRESENTED BY THE TRANSACTION DOCUMENTATION IN CONNECTION WITH THAT CARD TRANSACTION LESS ANY APPLICABLE DISCOUNT RATE, PROVIDED THAT OUR TOTAL, AGGREGATE LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU DURING THE THREE (3) MONTHS PRIOR TO THE MOST RECENT CLAIM. IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER. 16. Entire Agreement; Compliance. The parties intend that the Merchant Agreement shall constitute the entire agreement of the parties and may not be contradicted by evidence of any prior or contemporaneous agreement. You shall comply with Applicable Law as applicable to you and any Card Transaction, including, without limitation, all state and federal consumer credit and consumer protection statutes and regulations. You shall also comply with all operating instructions, rules and regulations as we or the applicable Payment Network may issue or amend from time to time. You shall pay, or reimburse us for our payments of, any fines or assessments imposed by the applicable Payment Network that arise out of your Card acceptance activities. The applicable Payment Network(s) Operating Rules are incorporated herein by reference and you agree to be bound by and comply with the same. 17. Waiver. No failure to exercise and no delay in exercising any right, remedy, or power under the Merchant Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. The waiver by any party of the time for performance of any act or condition hereunder does not constitute a waiver of the act or condition itself. 18. Severability, Amendment, and Construction. If any provision of the Merchant Agreement is declared illegal or void, it shall not affect the validity or enforceability of the remainder of this Agreement. The Merchant Agreement may be amended at any time by us upon advance written notice to you. Your continued use of the Services hereunder subsequent to any such change constitutes your acceptance of the change. The Merchant Agreement shall be construed and interpreted in accordance with the laws of the state of Texas and applicable federal law. All headings are for convenience only and do not control substantive provisions of the Merchant Agreement. 19. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto, their successors, and assigns. Notwithstanding the foregoing, you may not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, or by other operation of law, any right or obligation under the Merchant Agreement without our written consent. Any purported assignment, transfer, or delegation in violation of this Section shall be null and void. We may subcontract or delegate our obligations hereunder to subcontractors or third parties at our sole discretion. 20. Fines or Assessments. If we are fined or assessed any sum by the applicable Payment Network, for your violations of such Payment Network's Operating Rules, you will immediately reimburse us for said amounts. 21. Lawsuits, Venue, and Attorneys' Fee. The parties agree that all lawsuits arising from this Agreement shall only be venued in in a court of appropriate jurisdiction in the state of Texas. If so awarded by the court, you shall be responsible for reasonable attorney's fees and other costs and expenses incurred by us in enforcing any rights we may have with regard to the Merchant Agreement and the documents referenced herein. 22. Reserve Account. In our sole discretion, we may require you to establish a Reserve Account to protect our interests based upon our estimate of the amount necessary to cover anticipated chargebacks, fees and other liabilities you owe us. To establish the Reserve Account, you authorize us to deduct funds from amounts due you by us, or charge a designated deposit account of yours with any other financial institution by Automated Clearing House or otherwise and place such funds in a Reserve Account. You hereby grant us a security interest in the funds in the Reserve Account as security for any existing or future obligation you owe us hereunder. The funds in the Reserve Account shall not be subject to the claims of any other party. You may not grant any lien or security interest in the Reserve Account. We may deduct a portion from each credit transaction deposited or transmitted by you to us or any other financial institution and place such funds into the Reserve Account. The Reserve Account shall be maintained for as long as we, in our sole discretion, deem necessary. You hereby expressly authorize any financial institution at which you maintain an account to transfer funds from such account to us upon our request to maintain funds in the Reserve Account of a level deemed appropriate by us. In our sole discretion, we may withdraw funds from the Reserve Account to satisfy your obligations to us hereunder. If your funds in the Reserve Account are not sufficient to cover the Chargebacks, adjustments, fees and other charges due from you, orf the funds in the Reserve Account have been released, you agree to promptly pay us such sums upon request. You shall not receive any accrued interest on any funds held by us as a result of your processing of Card Transactions, including, but not limited to, funds held by us in a Reserve Account. Notwithstanding the foregoing, we shall be entitled to accrued interest on any such held funds. 23. Financial and Other information. 23.1 Upon our request, you shall furnish to us copies of your financial statements, and /or such other financial information and reports reasonably requested by us. You authorize us to obtain, from time to time, credit, financial, and other information regarding you from other persons or entities, such as credit reporting agencies. You also authorize us to respond to requests from others for information regarding you. We have the right at any reasonable time to verify all sales and to audit your books, accounts, records, and other papers relative to credit transactions tendered to us hereunder. 23.2 From time to time, but no more than once annually unless exigent circumstances exist, we may determine that an inspection of your business location is necessary. 24.0 Liability. With respect to loss, expense, damage, liability, claims or demands either at law or in equity for actual or alleged injuries to persons or property arising out of any negligent act or omission by you or your employees or agents in the performance of this Agreement, you agree that you will cooperate with us in the defense of any action or claim brought against us seeking the foregoing damages or relief and that you will be responsible for any damages resulting from any negligent act or omission by you or your employees or agents in the performance of this Agreement . Merchant Application W T&C 10 03 2013 To the extent permitted by Texas Law, You shall be solely responsible for all losses, liabilities, damages, and expenses experienced by us, our vendors and affiliates as well as any Payment Network and any Issuer resulting from your actions, including, but not limited to, any breach of any warranty, covenant or agreement or any misrepresentation by you under the Merchant Agreement, or arising out of you or your employees' acts or omissions, including as a result of your processing of Card Transactions or use of the Services. 25. Processing Related Equipment. 25.1 YOU WARRANT THAT ANY PROCESSING EQUIPMENT AND/OR SOFTWARE YOU OBTAIN IS FOR A COMMERCIAL PURPOSE AND IS NOT FOR PERSONAL USE. Unless otherwise provided for in a separate sales agreement, the sale of all processing equipment is between you and third parties, including, but not limited to, our independent sales agents and representatives. 25.2 YOU ACKNOWLEDGE THAT ANY EQUIPMENT AND/OR SOFTWARE YOU OBTAIN MAY NOT BE COMPATIBLE WITH ANOTHER PROCESSOR'S SYSTEMS. WE DO NOT HAVE ANY OBLIGATION TO MAKE SUCH EQUIPMENT AND/OR SOFTWARE COMPATIBLE WITH ANY OTHER PROCESSING SYSTEMS. IN THE EVENT THAT YOU ELECT TO USE ANOTHER PROCESSING SERVICE PROVIDER UPON THE TERMINATION OF THE MERCHANT AGREEMENT, YOU ACKNOWLEDGE THAT YOU MAY NOT BE ABLE TO USE THE EQUIPMENT AND/OR SOFTWARE THAT YOU HAVE OBTAINED. 25.3 We may upgrade or otherwise modify our computer system at any time without prior notice. You agree to provide us access to your processing equipment in the event that we deem it necessary as part of our upgrade or system modification. 26. Other Provisions. 26.1 No party shall be liable for any default or delay in the performance of its obligations under the Merchant Agreement if and to the extent such default or delay is caused, directly or indirectly, by (i) fire, flood, earthquake, elements of nature or other acts of God; (ii) any terrorist attacks or outbreak or escalation of hostilities, war, riots or civil disorders in any country; (iii) any act or omission of the other party or any government authority; (iv) any labor disputes (whether or not employees' demands are reasonable or within the party's power to satisfy); or (v) the nonperformance by a third party for any similar cause beyond the reasonable control of such party, including, without limitation, failures or fluctuations in telecommunications or other equipment. In any such event, the nonperforming party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable. Notwithstanding anything to the contrary in this Section, your failure to receive payment or funds from a third party shall not excuse the performance of your obligations to us under the Merchant Agreement. 26.2 The headings contained in the Merchant Agreement are for convenience of reference only and shall not in any way affect the meaning or construction of any provision of the Merchant Agreement. 26.3 If there are any inconsistencies between the Merchant Agreement and the Operating Rules, the Merchant Agreement will govern. If any part of the Merchant Agreement is not enforceable, the remaining provisions shall remain valid and enforceable. 26.4 The Merchant Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof, supersedes any previous agreements and understandings and, except as expressly provided in the Merchant Agreement, can be changed only by a written agreement signed by all parties. A party's waiver of a breach of any term or condition of the Merchant Agreement shall not be deemed a waiver of any subsequent breach of the same or another term or condition. 26.5 The parties acknowledge that the applicable Payment Network's Operating Rules give such Payment Network certain rights to require termination or modification of the Merchant Agreement with respect to transactions involving Cards and the Payment Network and to investigate you. The parties also acknowledge that issuers of other Cards, for which we perform services on your behalf, may have similar rights under their applicable the applicable Payment Network Rules with respect to the Merchant Agreement's applicability to transactions involving such other Cards. 26.6 You may designate a third party as your agent for the purpose of delivering credit card transactions data -captured at POS Device by such agent for clearing and settlement. In such event, you agree that: (a) you must provide satisfactory notice to us if exercising use of third -party agent; (b) you understand and agree that the obligation of us to you to reimburse you for credit card transactions is limited to the amount (less fees) delivered by that agent to us; and (c) you is responsible for any failure by your agent to comply with your responsibilities under the Merchant Agreement and the Operating Rules including but not limited to any violation which results in a Chargeback. 27. Merchant Chargeback Notification. As a merchant participating in the Program for Card acceptance, you must be aware of the Cardholder's right to chargeback a transaction. A chargeback occurs when a Cardholder disputes purchase for any number of reasons. Please be aware of the following: • A chargeback is initiated by the Cardholder's issuing bank, not by us. • The chargeback process is one which ordinarily favors the Cardholder rather than the merchant. • A chargeback does not mean that you, as a merchant, are without recourse. What it may mean, however, is that you may have to pursue a private collection action against your customer. • A Cardholder's right to charge back is very broad. The Cardholder simply has to file a written dispute with his/her issuing bank. The issuing bank must then charge the item back to the acquiring bank. • An Authorization does not guarantee your Card Sale, should the Cardholder dispute the Card Sale. • A Cardholder has significant rights to return merchandise. Please note the applicable provisions of the Operating Rules with respect to returns and disclosure of Merchant's return policy(ies). Should the cardholder claim he/she was not made aware of the disclosure (the merchant's return policy), a Chargeback will likely be initiated. • The acquiring bank is simply the messenger when a chargeback is initiated by a cardholder. The acquiring bank must process the chargeback to the merchant's account per the applicable Payment Network Operating Rules. 28. Definitions. As used in the Merchant Agreement, the terms below will have the following meanings: "Applicable Law" means any law, ordinance, statute, treaty, rule, judgment, decree, regulation, official directive, consent, approval, authorization, order or other determination or finding of any governmental authority applicable to or binding upon you or to which you are subject, whether federal, state, county, local, foreign or otherwise, including state usury laws, the Truth -In -Lending Act, the Fair Debt Collection Practices Act, the Federal Equal Credit Opportunity Act, the Fair Credit Reporting Act as amended by the Fair and Accurate Credit Transactions Act, the National Bank Act, the Bank Secrecy Act as amended by the USA PATRIOT Act together with implementing federal regulations, the Trading With the Enemy Act, the International Emergency Economic Powers Act and the United Nations Participation Act and related Executive Orders and implementing U.S. Department of the Treasury regulations, the Electronic Funds Transfer Act, the Telephone Consumer Protection Act, the Gramm - Leach -Bliley Act, the Foreign Corrupt Practices Act, the Anti -Boycott provisions of the Export Administration Act and implementing U.S. Department of Commerce regulations, the Federal Trade Commission Act, the Sarbanes- Oxley Act and implementing federal regulations, and Regulations B, E, P and Z of the Board of Governors of the Federal Reserve System. "Authorization" means approval by, or on behalf of, the Issuer to validate a Card Transaction. An Authorization indicates only the availability of the Cardholder's credit limit at the time the Authorization is requested. "Automatic Payment Plan" means an obligation, either of a fixed or variable amount, that is paid by a Cardholder with a series of charges to a Card account over a period time pursuant to an agreement between the Cardholder and the merchant. "Card Not Present" means a Card Sale or Credit that occurs when neither the Card nor the Cardholder is present at the point-of-sale to conduct the Card Sale or Credit, including Internet, mail-order and telephone -order Card Sales and Credits. "Card Present" means a Card Sale, Cash Advance or Credit that occurs where the Card and the Cardholder are present at the point-of—sale and the Card is used to conduct the Card Sale, Cash Advance or Credit, as evidenced by our receipt of Track Data in the Authorization request (except with respect to Biometric Card Transactions, which constitute Card Present sale but will not include CW with the Authorization request). "Card Sale" means a sale of goods or services to a Cardholder by a merchant, either in a Card Present environment or as a Card Not Present transaction, either of which is conducted pursuant to a merchant agreement where the amount of such sale is applied to a Card account and considered an obligation of the Cardholder. "Card Transaction" means a transaction involving a Card, including any Card Sale, Cash Advance, Credit, Chargeback, Reversal or Correction. Merchant Application W T&C 10 03 2013 "Cardholder" means the individual whose name is embossed on a Card (credit card or debit card, as applicable) and any authorized user of such Card. "Chargeback" means the procedure by which a Sales Draft or other indicator of a Card transaction (or disputed portion thereof) is retumed to Bank or the Issuing Bank, the liability for which is the Merchant's responsibility. "Charqeback Fee" means a fee incurred each time a transaction is charged back to you. "CID" or "Card Identification Data" means the three digit number that follows the complete or truncated Card Number in the signature panel or in a separate box directly to the right of the signature panel on the back of each Card. "Credit" means a refund or price adjustment given for a previous purchase transaction. "CVV" or "Card Verification Value" means the three digit number that follows the complete or truncated Card account number in the signature panel or in a separate box directly to the the right of the signature panel on the back of each Card. "Dial -Up Terminal" means an Authorization device which, like a telephone, dials an Authorization center for validation of transactions. "Discount Rate" means an amount charged for processing credit Card transactions or signature debit Card Sales. Discount Rates are charged on ail sales and refunds. "Dispute" means a ticket retrieval request, request for a Chargeback, request for representment of a Card Transaction, or representment of a Card Transaction, as the context may require, by an Issuer, us or the applicable Payment Network, including supporting information and documentation provided by the Issuer or us in connection with any of the foregoing, and the applicable Payment Network's process of resolving or effecting any of the foregoing, including Dispute arbitration, as more fully described in the Dispute Rules. "Dispute Rules" means the document that contains instructions and requirements relating to the resolution of Disputes relating to Card Transactions, including Chargebacks, Credits and corrections, as such document may be amended from time to time by the applicable Payment Network. "Fees" means the fees and charges we or the applicable Payment Network assess for or related to the Services. "Interchange" means a charge assessed by the applicable Payment Network and paid to the Issuer. "Imprinter" means a manual or electric machine used to physically imprint the merchant's name and ID number as well as the Cardholder's name and Card number on a Sales Draft. "Issuer" means the bank or other party that has issued a Card. "Magnetic Stripe" means a stripe of magnetic information affixed to the back of a plastic credit or Debit Card. The magnetic stripe contains essential Cardholder and account information. "Operating Rules" means the rules, regulations, bylaws, releases, interpretations and other requirements (whether contractual or otherwise) now or hereafter imposed, adopted or communicated by the applicable Payment Network, as such may be amended, modified or supplemented from time to time. "Payment Network(s)" means Visa U.S.A. Inc. ("VISA"), MasterCard International, Inc. ("MasterCard") and Discover Financial Services ("Discover") payment card networks, and other payment card networks or systems "Person" means an individual, partnership, joint venture, corporation, association, or other legal entity, however organized. "POS Device" means an electronic point-of-sale device, cash register, or terminal and any necessary software, including a CAT and a self-service terminal, located at the physical premises of a merchant that is capable of electronically capturing data from Cards and receiving electronic evidence of Authorization responses and which may also be capable of transmitting electronic evidence of Sales Data. "Program Marks" means any and all trademarks and service marks of a Payment Network which are provided to you or approved by us for your use in connection with the Services. "Referral Code" means the message received from an Issuing Bank when an attempt for Authorization requires a call to the Voice Authorization Center or Voice Response Unit (VRU). "Reserve Account" means a fund established and managed by us in a depository selected by us to protect against actual or contingent liability arising from Chargebacks, adjustments, fees and other charges. "Retrieval Request/Transaction Documentation Request" means a request for documentation related to a Card Transaction such as a copy of a Sales Draft or other Card Transaction source documents. "Sales Data" means evidence of Card Sales and Credits in electronic format that is captured, prepared and/or transmitted by you for a Card Sale or Credit. "Sales Draft" means evidence of a purchase of goods or services by a Cardholder from Merchant using a Card, regardless of whether the form of such evidence is in paper, electronic or otherwise, all of which must conform to the applicable Payment Network Rules. "Security Requirements" means (i) the VISA's Cardholder Information Security Program CUSP"), MasterCard's Site Data Protection Program ("SDP"), the Payment Card Industry ("PCI") PIN Security Requirements, the Payment Card Industry Data Security Standard ("PCI -DSS") located at www.pcisecuritvstandards.orq in each case, as interpreted and communicated to Merchant by us and/or the Payment Network, and as may be amended and supplemented from time to time, which is incorporated herein by reference and all related compliance requirements, and (ii) any additional security requirements and all related compliance requirements promulgated by the applicable Payment Network from time to time. "Services" means the activities undertaken by us to authorize, process and settle all United States Dollar-denominated Card Transactions undertaken by Cardholders at Merchant's location(s) in the United States, and all other activities necessary for us to perform the functions required by the Merchant Agreement for all Cards covered by the Merchant Agreement. "Settlement Account" means an account at a financial institution designated by Merchant as the account to be debited and credited by us for Card transactions, fees, Chargebacks and other amounts due under the Merchant Agreement or in connection with the Merchant Agreement. "Transaction Documentation" means, collectively, Transaction Receipts and Transaction Slips. "Transaction Receipt" means a paper or electronic copy of Card Transaction data generated at the point -of -sale when the Card Transaction is conducted using a POS Device, a copy of which is provided to the Cardholder. "Transaction Slip" means a form used by you to capture Card Transaction data in transactions where a POS Device is not used, one copy of which is provided to the Cardholder and one copy of which is provided to us for settlement of the Card Transaction, including a Sales Slip or a Credit Slip, as applicable or appropriate under the circumstances. Merchant Application W T&C 10 03 2013 AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 22, 2015 TO: Ronald L. Olson, City Manager FROM: Maria Pedraza, Procurement Manager mariape@cctexas.com (361) 826-3176 Mike Markle, Interim Chief of Police mikema@cctexas.com (361) 886-2601 Belinda Mercado, Director of Information Systems bmercado@cctexas.com 361-826-3732 Upgrade Automated Fingerprint Identification System (AFIS) CAPTION: Resolution finding that competitive bids are not required for procurement from 3M Cogent, Inc., and authorizing the City Manager, or designee, to execute agreements with 3M Cogent, Inc., totaling $98,949.60 for the purchase of software and hardware to upgrade the existing automated fingerprint identification system. PURPOSE: Currently the hardware and software are out of date and out of compliance with Criminal Justice Information Systems standards. BACKGROUND AND FINDINGS: This system is a stand-alone Automated Fingerprint Identification System (AFIS) purchased in December 2006. AFIS provides automated fingerprint search capabilities, latent searching capability, electronic image storage, and electronic exchange of fingerprints and responses. It allows us to identify suspects in criminal cases where no other information exists. Currently the hardware and software are out of date and out of compliance with Criminal Justice Information Systems standards. We have been informed by the security group at MIS that the server for this computer represents the highest level of vulnerability for a cyber -threat of any system in the City of Corpus Christi. 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: Police Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $98,949.60 $0 $98,949.60 Encumbered / Expended Amount $0 This item $98,949.60 $0 $98,949.60 BALANCE $0 $0 $0 Fund(s): Municipal Information Systems (MIS) Comments: RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Price Sheet - Attached Resolution finding that competitive bids are not required for procurement from 3M Cogent, Inc., and authorizing the City Manager, or designee, to execute agreements with 3M Cogent, Inc., totaling $98,949.60 for the purchase of software and hardware to upgrade the existing automated fingerprint identification system. WHEREAS, the City currently has a service agreement with 3M Cogent, Inc., to maintain computer hardware and software systems; WHEREAS, the current system's hardware and software applications need to be upgraded due to the system being out of date and out of compliance with Criminal Justice Information Systems standards and the server for this computer representing the highest level of vulnerability for a cyber -threat of any system in the City of Corpus Christi; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, there are two applicable statutory exceptions for this procurement, as follows: Local Government Code, Sections 252.022(a)(2) and (a)(7)(D), as items available from only one source due to captive components for existing equipment and to preserve or protect the public health or safety of the municipality's residents. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this ordinance are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or his designee, is authorized to execute agreements with 3M Cogent, Inc., totaling $98,949.60 for the purchase of software and hardware to up- grade the existing automated fingerprint identification system to provide for automated fingerprint search capability, latent searching capability, electronic exchange of finger- prints and responses, electronic image storage, and allow for the identification of suspects in criminal cases where no other information exists. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Nelda Martinez, Mayor Corpus Christi, Texas day of , 20 The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Lucy Rubio Brian Rosas Mark Scott Carolyn Vaughn Page 2 of 2 CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: JEANNETTE P. TIJERINA ITEM DESCRIPTION PRICE SHEET AUTOMATED FINGERPRINT IDENTIFICATION SYSTEM (AFIS) UPGRADE QTY. UNIT 3M Cogent, Inc. Pasadena, CA UNIT TOTAL PRICE PRICE 1 Purchase of a system upgrade for the Automated Fingerprint Indentification System to include server hardware, configuration of server, migration of data, installation, interfacing, testing, documenting and training. 1 LOT $98,949.60 $98,949.60 TOTAL: $98,949.60 AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 9, 2015 TO: Ronald L. Olson, City Manager THRU: Wes Pierson, Assistant City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Hiring of External Auditor for the FY 2015 Audit CAPTION: Motion authorizing the City Manager or his designee to execute a service agreement with Collier, Johnson, & Woods, P.C., of Corpus Christi, Texas, to provide professional auditing services for fiscal year (FY) 2014-2015 in an amount not to exceed $185,000. PURPOSE: The City of Corpus Christi's charter requires an independent annual audit. Article II, Section 27 of the City reads, in part, as follows: "The council shall provide for an independent annual audit for all city accounts and may provide for such more frequent audits as it deems necessary." BACKGROUND AND FINDINGS: In May 2010 the City issued a Request for Proposal (RFP) for professional auditing services. As a result, Collier, Johnson, & Woods, P.C., was awarded an agreement for twelve months with an option to extend for up to four additional twelve-month periods. The agreement expired upon completion of the FY 2014 independent audit. Since the FY 2014 audit with Collier, Johnson, & Woods, P.C. was the final year of the agreement, a RFP for external, independent auditing services was needed. A RFP was drafted in July 2015, but clarification was needed as to the role of the Audit Committee members in the selection process. That clarity was received at the September 8th Audit Committee meeting, and staff is prepared to move forward with issuance of the RFP. Because of the timing of the issuance of the RFP, however, it is necessary to retain an independent auditor for FY 2015 year. As a result, the Audit Committee members unanimously voted to solicit a proposal from the City's current auditor, Collier, Johnson, & Woods, P.C., for a one-year term, for presentment to the City Council for approval. Concurrently, the RFP will be finalized and will be issued for the FY 2016 audit if this item is approved. On September 8, 2015, the Director of Finance received a proposal from Collier, Johnson, & Woods, P.C. in the amount of $185,000 for a one-year agreement to conduct the FY 2015 independent audit. This amount is $1,000 less than the fee for the FY 2014 audit, and this amount is included in the proposed FY 2016 operating budget for Financial Services. ALTERNATIVES: An alternative would be to continue working on the RFP for the FY 2015 audit; however, interim test work (Le. inventory observation) could not be performed by the selected firm. Missing this bit of test work might put the City at risk of receiving a qualified (unclean) opinion from the selected firm. A solution would be to have Collier, Johnson, & Woods, P.C. or the City Auditor's Office could perform this interim test work prior to the firm selection. OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: YES DEPARTMENTAL CLEARANCES: • Financial Services Department • City Auditor's Office • City Attorney's Office FINANCIAL IMPACT: ❑ Not Applicable X Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - - 1 $ 186,000.00 $ 186,000.00 Encumbered/Expended amount of (date) - - - - This item $ 185,000.00 $ 185,000.00 BALANCE - - $ 1,000.00 $ 1,000.00 FUND(S): General Fund COMMENTS: The amount being proposed is included in Accounting Operations' proposed operating budget for FY2016. RECOMMENDATION: Staff recommends approval of the motion. LIST OF SUPPORTING DOCUMENTS: Collier, Johnson, & Woods, P.C. Engagement Letter COLLIER, JOHNSON & WOODS, P.C. CERTIFIED PUBLIC ACCOUNTANTS September 9, 2015 Mr. Ronald L. Olson City Manager City of Corpus Christi P. O. Box 9277 Corpus Christi, Texas 78469-9277 Dear Mr. Olson: 555 N. Carancahua Suite 1000 Corpus Christi, Texas 78401-0839 361-884-9347 Fax 361-884-9422 www.cjw-cpa.com We are pleased to confirm our understanding of the services we are to provide for the City of Corpus Christi (City) for the year ended September 30, 2015. We will audit the financial statements of the governmental activities, the business -type activities, the aggregate discretely presented component units, each major fund, and aggregate remaining fund information, including the related notes to the financial statements, which collectively comprise the basic financial statements, of the City of Corpus Christi as of and for the year ended September 30, 2015. Accounting standards generally accepted in the United States of America provide for certain required supplementary information (RSI), such as management's discussion and analysis (MD&A), to supplement the City's basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the City's RSI in accordance with auditing standards generally accepted in the United States of America. These limited procedures will consist of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. The following RSI is required by generally accepted accounting principles and will be subjected to certain limited procedures, but will not be audited: 1. Management's Discussion and Analysis 2. Employment Retirement Benefits — Analysis of Funding Progress Mr. Ronald L. Olson September 9, 2015 Page 2 We have also been engaged to report on supplementary information other than RSI that accompanies the City's financial statements. We will subject the following supplementary information to the auditing procedures applied in our audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America and will provide an opinion on it in relation to the financial statements as a whole: 1. Combining and individual fund statements. 2. Budgetary Comparison Schedules. 3. Capital Assets Used in Operation of Governmental Funds. 4. Schedule of Expenditures of Federal and State Awards. The following other information accompanying the financial statements will not be subjected to the auditing procedures applied in our audit of the financial statements, and our auditor's report will not provide an opinion or any assurance on that other information: 1. Introductory information 2. Statistical information Audit Objectives The objective of our audit is the expression of opinions as to whether your basic financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles and to report on the fairness of the additional information referred to in the second paragraph when considered in relation to the basic financial statements taken as a whole. The objective also includes reporting on: • Internal control related to the financial statements and compliance with laws, regulations, and the provisions of contracts or grant agreements, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards. • Internal control related to major programs and an opinion (or disclaimer of opinion) on compliance with laws, regulations, and the provisions of contracts or grant agreements that could have a direct and material effect on each major program in accordance with the Single Audit Act Amendments of 1996 and OMB Circular A-133, Audits of States, Local Governments, and Non -Profit Organizations. The Government Auditing Standards report on internal control over financial reporting and on compliance and other matters will include a paragraph that states (1) that the purpose of the report is solely to describe the scope of testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on Mr. Ronald L. Olson September 9, 2015 Page 3 compliance, and (2) that the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. The OMB Circular A-133 report on internal control over compliance will include a paragraph that states that the purpose of the report on internal control over compliance is solely to describe the scope of testing of internal control over compliance and the results of that testing based on the requirements of OMB Circular A-133. Both reports will state that the report is not suitable for any other purpose. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America; the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; the Single Audit Act Amendments of 1996; and the provisions of OMB Circular A-133, and will include tests of accounting records, a determination of major program(s) in accordance with OMB Circular A-133, and other procedures we consider necessary to enable us to express such opinions and to render the required reports. If our opinions on the financial statements or the Single Audit compliance opinions are other than unqualified (unmodified), we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or to issue reports, or may withdraw from this engagement. Audit Procedures—General An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. We will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the entity or to acts by management or employees acting on behalf of the entity. Because the determination of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse. Because of the inherent limitations of an audit, combined with the inherent limitations of internal control, and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements or noncompliance may exist and not be detected by us, even though the audit is properly planned and performed in accordance with U.S. generally accepted auditing standards and Government Auditing Standards. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements or major programs. However, we will inform the appropriate level of management of any material errors or any fraudulent financial reporting or misappropriation of assets that come to our attention. We will also inform the appropriate level of management of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential, and of any material abuse that comes to our attention. We will include such matters in the reports required for a Single Audit. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors. Mr. Ronald L. Olson September 9, 2015 Page 4 Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, and may include tests of the physical existence of inventories, and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected individuals, funding sources, creditors, and financial institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will also require certain written representations from you about your responsibilities for the financial statements; schedule of expenditures of federal awards; federal award programs; compliance with laws, regulations, contracts, and grant agreements; and other responsibilities required by generally accepted auditing standards. Audit Procedures—Internal Controls Our audit will include obtaining an understanding of the entity and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the fmancial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. As required by OMB Circular A-133, we will perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each major federal award program. However, our tests will be less in scope than would be necessary to render an opinion on those controls and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to OMB Circular A-133. An audit is not designed to provide assurance on internal control or to identify significant deficiencies. However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under professional standards, Government Auditing Standards, and OMB Circular A-133. Audit Procedures—Compliance As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the City's compliance with applicable laws and regulations and the provisions of contracts and agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards. Mr. Ronald L. Olson September 9, 2015 Page 5 OMB Circular A-133 requires that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with applicable laws and regulations and the provisions of contracts and grant agreements applicable to major programs. Our procedures will consist of test of transactions and other applicable procedures described in the OMB Circular A-133 Compliance Supplement and related addenda for the types of compliance requirements that could have a direct and material effect on each of the City's major programs. The purpose of those procedures will be to express an opinion on the City's compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to OMB Circular A-133. Management Responsibilities Management is responsible for (1) establishing and maintaining effective internal controls, including internal controls over compliance, and for evaluating and monitoring ongoing activities, to help ensure that appropriate goals and objectives are met; (2) following laws and regulations; (3) ensuring that there is reasonable assurance that government programs are administered in compliance with compliance requirements; and (4) ensuring that management and financial information is reliable and properly reported. Management is also responsible for implementing systems designed to achieve compliance with applicable laws, regulations, contracts, and grant agreements. You are also responsible for the selection and application of accounting principles; for the preparation and fair presentation of the financial statements, schedule of expenditures of federal awards, and all accompanying information in conformity with U.S. generally accepted accounting principles; and for compliance with applicable laws and regulations and the provisions of contracts and grant agreements. Management is also responsible for making all financial records and related information available to us and for the accuracy and completion of that information. You are also responsible for providing us with (1) access to all information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, (2) additional information that we may request for the purpose of the audit, and (3) unrestricted access to persons within the government from whom we determine it necessary to obtain audit evidence. Your responsibilities also include, including identifying significant vendor relationships in which the vendor has responsibility for program compliance and for the accuracy and completeness of that information. Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us in the representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud or illegal acts affecting the government involving (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud or illegal acts could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the government received in communications from employees, former Mr. Ronald L. Olson September 9, 2015 Page 6 employees, grantors, regulators, or others. In addition, you are responsible for identifying and ensuring that the entity complies with applicable laws, regulations, contracts, agreements, and grants. Additionally, as required by OMB Circular A-133, it is management's responsibility to follow up and take corrective action on reported audit findings and to prepare a summary schedule of prior audit findings and a corrective action plan. You are responsible for identifying all federal awards received and understanding and complying with the compliance requirements and preparation of the schedule of expenditures of federal awards in conformity with OMB Circular A-133. You agree to include our report on the schedule of expenditures of federal awards in any document that contains and indicates that we have reported on the schedule of expenditures of federal awards. You also agree to include the audited financial statements with any presentation of the schedule of expenditures of federal awards that includes our report thereon OR make the audited financial statements readily available to intended users of the schedule of expenditures of federal awards no later than the date the schedule of expenditures of federal awards is issued with our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the schedule of expenditures of federal awards in accordance with OMB Circular A-133; (2) that you believe the schedule of expenditures of federal awards, including its form and content, is fairly presented in accordance with OMB Circular A-133; (3) that the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the schedule of expenditures of federal awards. You are responsible for the preparation of the other supplementary information, which we have been engaged to report on, in conformity with U.S. generally accepted accounting principles. You agree to include our report on the supplementary information in any document that contains and indicates that we have reported on the supplementary information. You also agree to present the supplementary information with the audited financial statements OR make the audited financial statements readily available to users of the supplementary information no later than the date the supplementary information is issued with our report thereon. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the supplementary information in accordance with GAAP; (2) that you believe the supplementary information, including its form and content, is fairly presented in accordance with GAAP; (3) that the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the supplementary information. Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying for us previous financial audits, attestation engagements, performance audits, or other studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits, or studies. You are also responsible Mr. Ronald L. Olson September 9, 2015 Page 7 for providing management's views on our current findings, conclusions, and recommendations, as well as your planned corrective actions, for the report, and for the timing and format for providing that information. You agree to assume all management responsibilities relating to the financial statements, schedule of expenditures of federal awards, related notes, and any other nonaudit services we provide. You will be required to acknowledge in the management representation letter our assistance with preparation of the financial statements, schedule of expenditures of federal awards, and related notes and that you have reviewed and approved the financial statements, schedule of expenditures of federal awards, and related notes prior to their issuance and have accepted responsibility for them. Further, you agree to oversee the non -audit services by designating an individual, preferably from senior management, with suitable skill, knowledge, or experience; evaluate the adequacy and results of those services; and accept responsibility for them. Engagement Administration, Fees, and Other We understand that your employees will prepare all cash, accounts receivable, or other confirmations we request and will locate any invoices selected by us for testing. At the conclusion of the engagement, we will complete the appropriate sections of and sign the Data Collection Form that summarizes our audit findings. We will provide copies of our reports to the City; however, it is management's responsibility to submit the reporting package (including financial statements, schedule of expenditures of federal awards, summary schedule of prior audit findings, auditors' reports, and a corrective action plan) along with the Data Collection Form to the federal audit clearinghouse. We will coordinate with you the electronic submission and certification. If applicable, we will provide copies of our report for you to include with the reporting package you will submit to pass-through entities. The Data Collection Form and the reporting package must be submitted within the earlier of 30 days after receipt of the auditors' reports or nine months after the end of the audit period, unless a longer period is agreed to in advance by the cognizant or oversight agency for audits. We will provide copies of our reports to The City; however, management is responsible for distribution of the reports and the financial statements. Unless restricted by law or regulation, or containing privileged and confidential information, copies of our reports are to be made available for public inspection. The audit documentation for this engagement is the property of Collier, Johnson & Woods P.C. and constitutes confidential information. However, pursuant to authority given by law or regulation, we may be requested to make certain audit documentation available to oversight agencies or its designee, a federal agency providing direct of indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of Collier, Johnson & Woods P.C. personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the Mr. Ronald L. Olson September 9, 2015 Page 8 aforementioned parties. These parties may intend, or decide; to distribute the copies or information contained therein to others, including other governmental agencies. The audit documentation for this engagement will be retained for a minimum of five years after the report release or for any additional period requested by the oversight agency for audit or pass-through entity. If we are aware that a federal awarding agency, pass-through entity, or auditee is contesting an audit finding, we will contact the parties contesting the audit finding for guidance prior to destroying the audit documentation. F. John Shepherd is the engagement partner and is responsible for supervising the engagement and signing the reports or authorizing another individual to sign them. Our fees for these services will be based on the actual time spent at our standard hourly rates, plus travel and other out-of-pocket costs such as report production, typing, postage, etc. Our standard hourly rates vary according to the degree of responsibility involved and the experience level of the personnel assigned to your audit. We estimate that our fees for the engagement cover the following tasks: Financial Audit of the City Compliance Audit TOTAL 145,000 40,000 185,000 We do not anticipate the fee to exceed $185,000 for the above services, unless unforeseen circumstances arise. Such circumstances will be discussed when, and if, encountered. Our invoices for these fees will be rendered as work progresses and will be payable within 30 days of receipt and work will cease if fees are not paid. We acknowledge that no fees for the tasks outlined above that exceed $185,000 in the aggregate are authorized by this agreement, without the prior written authorization of the Director of Financial Services. Expenses will be itemized and will be limited to reasonable and customary charges. The City is obligated to pay such fees under this agreement as may lawfully be made from funds budgeted and appropriated for that purpose during the current fiscal year. Should the City fail to budget and appropriate funds for the audit in the subsequent fiscal year this agreement shall be terminated. We appreciate the opportunity to be of service to the City of Corpus Christi and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return it to us. Mr. Ronald L. Olson September 9, 2015 Page 9 Very truly yours, COLLIER, JOHNSON & WOODS A Professional Corporation RESPONSE: This letter correctly sets forth the understanding of the City of Corpus Christi. Ronald L. Olson, City Manager Date: Rebecca Huerta, City Secretary Date: Motion No.: September 9, 2015 Constance Sanchez Director of Financial Services City of Corpus Christi P. O. Box 9277 Corpus Christi, Texas 78469-9277 Dear Ms. Sanchez: Enclosed are two copies of the audit engagement letter for the City's fiscal year ended September 30, 2015. The fee quoted in this engagement letter is $185,000 which is $1,000 less than our 2014 engagement. In 2014, there were additional procedures relating to the 14 month year. The 2015 proposed fee includes additional time to update our audit software for the changes in the chart of accounts. There are over 12,000 accounts which will need to be changed. If you have any questions regarding the engagement letter, please do not hesitate to contact us. Very truly yours, COLLIER, JOHNSON & WOODS A Professional Corporation F. John Shepherd AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: August 26, 2015 TO: Ronald L. Olson, City Manager FROM: Belinda Mercado, Director of Municipal Information Systems BelindaM(c�cctexas.com (361) 826-3740 Purchase Network Equipment for City Hall, Public Safety, and Library Facilities CAPTION: Motion approving a purchase with Computer Solutions of San Antonio, Texas, for network hardware equipment based on the cooperative purchasing agreement with the Texas Department of Information Resources (DIR) for an estimated total amount of $229,675.50. Funds are available in the Municipal Information Systems Department FY2014-2015 budget. PURPOSE: To replace aging, end -of -life equipment to provide improved network and internet services to City facilities. Replacing outdated network equipment will increase network speeds, increase reliability, improve security, and allow the expansion of Internet bandwidth available for City-wide use and cloud based hosted services. BACKGROUND AND FINDINGS: Network equipment used for connectivity and Internet services at City Hall, Public Safety, and Library Facilities was installed 15 years ago and is no longer available for support and maintenance. Aging equipment such as firewalls and switches are a source of continued outages and increase the risk of downtime and the potential for security breaches. The network equipment currently installed was not designed to support the expanded use of the Internet or the new cloud based hosted environment that city has moved towards in the last year. The majority of the City's current software including Finance, Human Resources, Payroll, Budgeting, Utility Billing, Development Services, Code Enforcement and others are operated in a hosted environment. The Internet is used extensively by all City Departments to perform research, attend and participate in online meetings, demonstrations, and training sessions. All of these require a refresh of modern technology for a more robust network to provide reliable, secure, high- speed connectivity. ALTERNATIVES: Continue with current network equipment and replace equipment as failures occur OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The proposed purchase conforms with City purchasing policies and procedures. EMERGENCY/NON-EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Municipal Information Systems Department Office of Management and Budget Finance and Purchasing Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital Not applicable Fiscal Year: 2014- 2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $573,094.00 $573,094.00 Encumbered / Expended Amount $94,656.49 $94,656.49 This item $229,675.50 $229,675.50 BALANCE $248,762.01 $248,762.01 Fund(s):5210 Comments: No matching funds required. RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: Agreement - NetworkUpgradesRev2.pdf Letter of Engagement - NetworkUpgrade_v1.0.pdf •�.�• ry it i� Solution comRuts' ers i.)Y� Letter of Engagement Customer: City of Corpus Christi Project: Core Network Upgrades Publish Date: 8/18/2015 Version: v1.0 Submitted By: Jeff Byrom, Account Executive 814 Arlon Parkway, Suite 101, San Antonio, Texas 78216 1 210.369.0300 phone 1 210.369.0389 fax 1 www.comsoltx.com City of Corpus Christi Letter of Engagement: Core Network Upgrades — v1.0 Page 2 Overview Computer Solutions will assist City of Corpus Christi (Customer) in upgrading one (1) firewall cluster on two (2) new Cisco ASA 5545-X firewall appliances. The Cisco FireSIGHT Management Center appliance will be deployed as a virtual machine (VM) on Customer's virtualization platform. Lastly, Computer Solutions will install one (1) Cisco Catalyst 4500-X distribution switch. Project Summary Planning 1. Kickoff Meeting a. Discuss Customer expectations. b. Define project requirements, limitations, etc. c. Attendees: Computer Solutions Project Team, Customer Point of Contact (POC) 2. Requirements Acceptance a. Establish criteria for project success and acceptance. Design Review 1. Review the existing network configuration and identify IP addressing, DHCP, and DNS settings to use during implementation. 2. Review the current wireless ASA configuration. 3. Review the proposed test plan with Customer. 4. Modify the test plan as necessary and obtain Customer approval. Implementation 1. Install two (2) Cisco ASA 5545-X adaptive security appliance. 2. Migrate firewall rules from the existing ASA appliances. 3. Configure Firepower IPS services. 4. Create one (1) Cisco Firesight VM appliance to manage events from the ASA with Firepower IPS devices. 5. Configure one (1) ASA cluster for management and monitoring. 6. Physically install one (1) 32 -port Cisco Catalyst 4500X distribution switch. Connect the switch to the network and power source. 7. Migrate the 4500X switch to existing Ethernet trunks. ID 2015 Computer Solutions. All rights reserved. Proprietary and confidential. Client Initial City of Corpus Christi Letter of Engagement: Core Network Upgrades — v1.0 Page 3 Testing 1. Execute the test plan. 2. Document and remediate issues as related to project requirements. Closure 1. Documentation a. Develop as -built documentation that includes ASA configuration, 4500X configuration, IP Address Information, hardware serial numbers, and administrative access information. 2. Project Signoff a. Deliver as -built documentation, test results, and other project documentation as necessary. b. Acquire Customer approval and signoff on project for closure. Project Considerations 1. Computer Solutions will assign a Project Manager to lead this project. The Project Manager will oversee project planning, coordination, and reporting activities as well as: a. Serve as the single point of contact for project activities, milestones, roles and responsibilities, and project tasks. b. Coordinate status meetings and schedule as well as management of the change control process. c. Engage with Customer and vendor resources to execute project tasks. d. Assist in reporting guidelines, risk and issue identification, and contingency planning. e. Continually assess scope, timing, and resource requirements. 0 2015 Computer Solutions. All rights reserved. Proprietary and confidential. Client Initial City of Corpus Christi Letter of Engagement: Core Network Upgrades — v].0 Page 4 Terms and Conditions This Letter of Engagement is subject to all terms of the Master Services Agreement between Customer and Computer Solutions. The following terms and conditions are specific to this Letter of Engagement. 1. Customer Responsibilities: For the duration of this Letter of Engagement, Customer is obligated to meet certain responsibilities as described herein. Should Customer fail to adhere to said responsibilities thereby impacting Computer Solutions' ability to provide services under this Letter of Engagement, Computer Solutions is not responsible for service delays. 1.1. Access: Customer will: (1) provide Computer Solutions with remote access to Customer's network, (2) grant access to physical sites including restricted areas, and (3) provide Computer Solutions with login credentials as required to provide the services stated herein. 1.2. Escalation: Customer will provide Computer Solutions with Customer's escalation procedure as well as names and multiple methods of contact for Customer personnel including office, cell phone numbers, and email addresses to be used in the event that Computer Solutions requires support or escalation beyond the capabilities of Customer's primary Point of Contact. 1.3. Point of Contact: Customer will establish business and technical Points of Contact to whom Computer Solutions may address all correspondence regarding this Letter of Engagement and associated Computer Solutions services. The technical Point of Contact must be familiar with all aspects of Customer's information technology environment. The business and technical Point of Contact will: (1) have the authority to act on behalf of Customer for all matters related to this Letter of Engagement; (2) assist Computer Solutions in the scheduling of services; (3) assist Computer Solutions in evaluating issues and executing diagnostic tests or other procedures as needed for problem resolution; and (4) attend all meetings and provide signatures as requested by Computer Solutions. 1.4. Current State Documentation: Customer will provide Computer Solutions with documentation regarding the current state of Customer's environment as required. 1.5. Environment Stability: Customer will ensure Customer's environment is properly staged and prepared throughout this project. Computer Solutions is not responsible for preexisting conditions within Customer's environment that affect the delivery of Computer Solutions services. Computer Solutions is not responsible for pre-existing conditions or failure of Customer's equipment. 1.6. Environment Changes: Customer will notify and consult Computer Solutions prior to initiating changes to Customer's IT environment or implementing 3'd party vendor changes that affect the delivery of Computer Solutions services as stated herein. Computer Solutions will review the proposed changes and inform Customer if said changes will impact Computer Solutions' ability to service this Letter of Engagement. Should Computer Solutions determine that said changes will impact Computer Solutions services and Customer opts to perform said changes through any means, Computer Solutions will not be held liable for any services failures or disruptions. If Computer Solutions' labor is required to correct said disruptions, Customer will be charged the appropriate time and materials hourly rates associated with remediation. 1.7. Data Backup: Customer will take necessary precautions to secure and backup sensitive data prior to the start of services. In the event that data loss occurs, Computer Solutions will not be held liable. Data loss includes but is not limited to corrupt, inaccurate, lost, and damaged data or unrecoverable media errors. Computer Solutions is not responsible for the changing or rotation of Customer's backup tapes. $12015 Computer Solutions. All rights reserved. Proprietary and confidential Client Initial City of Corpus Christi Letter of Engagement. Core Network Upgrades — vI 0 Page 5 1.s. 3ra Party Vendors: Customer will provide 3rd party vendor contacts, contract terms, and a Letter of Agency as needed if the 3rd party service or product may impact Computer Solutions' ability to service this Letter of Engagement. Computer Solutions will not be held responsible for the performance of 3' party vendors or associated products. Customer is responsible for assisting Computer Solutions with scheduling, performing, or facilitating services with 3' party vendors. 2. Project Scope: Services not detailed by this Letter of Engagement are considered out of scope. 2.1. Project Change Requests: For any project changes, Customer and/or Computer Solutions must request a Project Change Request (PCR). The PCR will identify changes to the project schedule, tasks, staffing, and/or pricing. Services requiring a PCR will not be performed prior to the approval of said PCR by Customer and Computer Solutions. 3. Project Delays: Computer Solutions is not responsible for project delays related to Customer's documentation approval process or Customer's personnel availability. Customer may be subject to additional fees for any Customer induced delays. 3.1. Product Delays: Computer Solutions is not responsible for project delays concerning product sourcing, delivery, and/or availability from the manufacturer. In the event that product sourcing affects the project, Computer Solutions will make reasonable efforts to find an alternative method for acquiring product. Any product delays will be communicated to Customer as necessary. 4. As -Built Documentation Acceptance: After the delivery of project documentation, Customer has five (5) business days to approve or reject said documentation. If Customer does not provide a written explanation of rejection during this timeframe, Computer Solutions will consider the documentation as accepted and the project closed. s. Service Hours: All services will be scheduled and performed during Computer Solutions' business hours of Monday through Friday, 8:00 a.m. to 5:00 p.m. CST. Services outside these hours must be scheduled at least 24 hours in advance of performing said services. If the project requires services outside of these hours, Computer Solutions will work with Customer to schedule such services. 5.1. Unscheduled Work: If Customer requests Computer Solutions to perform work that is not scheduled at least 24 hours in advance of performing said work, Customer will be charged at current after-hours rates. These rates do not apply when Computer Solutions requests the option to perform unscheduled services for convenience purposes. 5.2. Rescheduling: If Customer does not inform Computer Solutions at least 24 hours in advance of rescheduling services, Computer Solutions reserves the right to charge cancellation fees. 6. Travel: For travel outside the San Antonio metropolitan area, Customer will be charged for travel charges incurred by Computer Solutions. Travel fees may include but are not limited to reasonable airfare, rental car, lodging, meals, mileage, and travel time to Customer's site. 6.1. DIR Travel: For Texas Department of Information Resources (DIR), Customer will not be charged travel time. 7. Start Date: Services will begin at a later date as agreed upon between Customer and Computer Solutions. 8. Payment: Payment terms shall be in accordance with the terms of the Master Services Agreement (MSA) between Customer and Computer Solutions. 2015 Computer Solutions. All rights reserved. Proprietary and confidentia. Client Initial City of Corpus Christi Letter of Engagement: Core Network Upgrades — v1.0 Page 6 9. Taxes: Pricing does not reflect applicable sales taxes and are the responsibility of Customer. 10. Termination: Termination conditions shall be in accordance with the terms of the Master Services Agreement between Customer and Computer Solutions. 11. Computer Solutions Commitment: For a period of thirty (30) days, following project completion, Computer Solutions warrants the performance of Computer Solutions' professional services. 12. Finality: This Letter of Engagement is final and no other written or verbal agreements are binding. 13. Validity: The terms and pricing of this Letter of Engagement are valid for thirty (30) days from the date of delivery of this Letter of Engagement to Customer. 14. Confidentiality: This Letter of Engagement contains privileged information that is critical to the success of Computer Solutions. Customer agrees to maintain the confidentiality of this document at all times, except as may be disclosed pursuant to public notice, a public information request, and as required by Texas Law. 15. Managed Services: if Customer is currently supported by Computer Solutions' NetWatch Managed Services, Customer is eligible for Preferred Billing Rates for this Letter of Engagement. Any design, planning, and execution of services performed within the scope of this Letter of Engagement may not be applied towards any existing NetWatch Managed Services Agreements. Once complete, management of the solution may be added to the current NetWatch Managed Services Agreement and supported by the Computer Solutions Support Operations Center (SOC). Inclusion of the solution under NetWatch Managed Services may be subject to additional fees. 16. Equal Opportunity: "This contractor and all covered subcontractors shall abide by the requirements of 41 CFR }) 60-1.4(a), 29 CFR Part 741, Appendix A to Subpart A, 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability." 0 2015 Computer So utions. All rights reserved Proprietary and confidential. Client Initial City of Corpus Christi Letter of Engagement: Core Network Upgrades - vi, 0 Page 7 Pricing and Project Summary 1. Fixed Bid: This is a fixed bid engagement. Customer will be billed only for expenses incurred. 2. Assigned Resource: Project Manager, Senior Engineer 3. Estimated Project Duration: One (1) week 4. Estimated Project Total: $17,256.25 5. Estimated Travel Expenses: $808.00 6. DIR Agreement: DI R -TSO -2542 Acceptance By signing below, Customer accepts this Letter of Engagement in its entirety and recognizes its finality. Customer accepts all terms and acknowledges the incorporation of this Letter of Engagement into the Master Services Agreement between Customer and Computer Solutions. Customer also authorizes Computer Solutions to commence services and to begin the procurement of both product and resources. Computer Solutions City of Corpus Christi Signature: �~ Signature: Name: Jeff Byrom Name: Title: Account Executive Title: Date: 8-18-2015 Date: Quote/CNET: P.O. (if required): Ap o ed as to form: Assis t City Attorney For City Attorney it 2015 Computer Solutions All rights reserved. Proprietary and confidential, Client Initial DIR Agreement# DIR-T50-2542 corn Etr, Solublons BUSINESS. TECHNOLOGY. INNOVATION. To: David Trevino / Dan Shelton City of Corpus Christi 1201 Leopard St. Corpus Christi, TX 78401 Phone: 361-826-3754 dtrevino@cctexas.com dans@cctexas.com Deportment of Information Resources From: Jeff Byrom Account Executive Computer Solutions 814 Arion Parkway, Suite 101 San Antonio, TX 78216 Phone: 361-548-5926 Email: jbyrom@comsoltx.com City of Corpus Christi - Network Upgrades Component Product Description Unit List Discounted Extended Qty Price Unit -Price: Price: Network Hardware & Software Components City Hall Core Firewalls Wireless Core Firewall ASA5545-FPWR-BUN ASA5545-F P W R -K9 CON-SNT-A45FPK9 SF-FP5.3.1-K9 ASA -AC -E-5545 ASA5545-CTRL-LIC ASA -RAILS SF -ASA -X -9.2.2-K8 ASA -AC -M-5545 CAB -AC ASA-VPN-CLNT-K9 ASA5500-ENCR-K9 ASA-PWR-AC ASA-PWR-B LAN K ASA-ANYCO N N -CSD -K9 ASA5500X-SSD120INC ASA5545-MB L-ASA5545-TAMC= L-ASA5545-TAMC-5Y ASA5545-F P W R -K9 CON-SNT-A45FPK9 SF-FP5.3.1-K9 ASA -AC -E-5545 ASA5545-CTRL-LIC SF -ASA -X -9.2.2-K8 ASA -AC -M-5545 CAB -AC ASA-VPN-CLNT-K9 ASA-PWR-AC ASA-PWR-B LAN K ASA-ANYCO N N -CSD -K9 ASA5545-MB ASA5500-ENCR-K9 ASA5500X-SSD120INC ASA 5545-X with FirePOWER Svcs. Chassis and Subs. Bundle ASA 5545-X with FirePOWER Services 8GE AC 3DES/AES 2SSD SMARTNET 8X5XNBD ASA 5545-X with FirePOWER Services, 8GE, Cisco FirePOWER Software v5.3.1 AnyConnect Essentials VPN License - ASA 5545-X (2500 Users) Cisco ASA5545 Control License ASA 5512-X -- ASA 5555-X Rail Kit ASA 9.2.2 Software image for ASA 5500-X Series,5585-X,ASA-SM AnyConnect Mobile - ASA 5545-X (req. Essentials or Premium) AC Power Cord (North America), C13, NEMA 5-15P, 2.1m Cisco VPN Client Software (Windows, Solaris, Linux, Mac) ASA 5500 Strong Encryption License (3DES/AES) ASA 5545 -X/5555 -X AC Power Supply ASA 5545 -X/5555 -X Power Slot Blank Cover ASA 5500 AnyConnect Client + Cisco Security Desktop Software ASA 5512-X through 5555-X 120GB MLC SED SSD (Incl.) ^ASA 5545 IPS Part Number with which PCB Serial is associated Cisco ASA5545 FirePOWER IPS Apps AMP and URL Licenses Cisco ASA5545 FirePOWER IPS, AMP and URL SYR Subs ASA 5545-X with FirePOWER Services 8GE AC 3DES/AES 2SSD SMARTNET 8X5XNBD ASA 5545-X with FirePOWER Services 8GE Cisco FirePOWER Software v5.3.1 AnyConnect Essentials VPN License - ASA 5545-X (2500 Users) Cisco ASA5545 Control License ASA 9.2.2 Software image for ASA 5500-X Series5585-XASA-SM AnyConnect Mobile - ASA 5545-X (req. Essentials or Premium) AC Power Cord (North America) C13 NEMA 5-15P 2.1m Cisco VPN Client Software (Windows Solaris Linux Mac) ASA 5545 -X/5555 -X AC Power Supply ASA 5545 -X/5555 -X Power Slot Blank Cover ASA 5500 AnyConnect Client + Cisco Security Desktop Software "ASA 5545 IPS Part Number with which PCB Serial is associated ASA 5500 Strong Encryption License (3DES/AES) ASA 5512-X through 5555-X 120GB MLC SED SSD (Incl.) © 2014 Computer Solutions. All rights reserved. Proprietary and confidential. 1 - 2 18,595.00 8,367.75 16,735.50 10 2,303.00 1,842.40 18,424.00 2 - 2 350.00 157.50 315.00 2 - 2 500.00 225.00 450.00 2 - 2 350.00 157.50 315.00 2 - 2 - 2 - 2 - 2 - 2 - 4 - 2 - 1 - 1 45,030.00 20,263.50 20,263.50 1 5 1 1 1 1 1 1 1 1 1 1 1 1 2 18,595.00 8,367.75 8,367.75 2,303.00 1,842.40 9,212.00 350.00 157.50 157.50 350.00 157.50 157.50 Police Department Firewall Library System Firewall ASA5525-FPWR-K9 CON-SNT-A25FPK9 SF-FP5.3.1-K9 ASA -AC -E-5525 ASA5525-CTRL-LIC SF -ASA -X -9.2.2-K8 ASA -AC -M-5525 CAB -AC ASA-VPN-CLNT-K9 ASA-ANYCO N N -CSD -K9 ASA5525-MB ASA5500-ENCR-K9 ASA5500X-SSD120INC ASA5515-FPWR-K9 CON-SNT-A15FPK9 SF-FP5.3.1-K9 ASA -AC -E-5515 ASA5515-CTRL-LIC SF -ASA -X -9.2.2-K8 ASA -AC -M-5515 CAB -AC ASA-VPN-CLNT-K9 ASA-ANYCO N N -CSD -K9 ASA5515-MB ASA5500-ENCR-K9 ASA5500X-SSD120INC Firewall Mgmt. FS-VMW-10-SW-K9 Application CON-SAU-VMWSW10 City Hall Access Switches WS -C3850 -48F -S CAB -TA -NA C3850 -NM -2-10G S3850ULPEK9-33SE STACK-T1-50CM CAB-SPWR-30CM PWR-C1-1100WAC WS -C3850 -48F -S CAB -TA -NA PWR-C1-1100WAC/2 S385OULPEK9-33SE STACK-T1-50CM CAB-SPWR-30CM PWR-C1-1100WAC WS -C3850 -48F -S CAB -TA -NA PWR-C1-1100WAC/2 C3850 -NM -2-10G S385OULPEK9-33SE STACK-T1-50CM CAB-SPWR-30CM PWR-C1-1100WAC ASA 5525-X with FirePOWER Services 8GE AC 3DES/AES SSD SMARTNET 8X5XNBD ASA 5525-X with FirePOWER Services 8GE Cisco FirePOWER Software v5.3.1 AnyConnect Essentials VPN License - ASA 5525-X (750 Users) Cisco ASA5525 Control License ASA 9.2.2 Software image for ASA 5500-X Series5585-XASA-SM AnyConnect Mobile - ASA 5525-X (req. Essentials or Premium) AC Power Cord (North America) C13 NEMA 5-15P 2.1m Cisco VPN Client Software (Windows Solaris Linux Mac) ASA 5500 AnyConnect Client + Cisco Security Desktop Software ^ASA 5525 IPS Part Number with which PCB Serial is associated ASA 5500 Strong Encryption License (3DES/AES) ASA 5512-X through 5555-X 120GB MLC SED SSD (Incl.) ASA 5515-X with FirePOWER Services 6GE AC 3DES/AES SSD SMARTNET 8X5XNBD ASA 5515-X with FirePOWER Services 6GE Cisco FirePOWER Software v5.3.1 AnyConnect Essentials VPN License - ASA 5515-X (250 Users) Cisco ASA5515 Control License ASA 9.2.2 Software image for ASA 5500-X Series5585-XASA-SM AnyConnect Mobile - ASA 5515-X (req. Essentials or Premium) AC Power Cord (North America) C13 NEMA 5-15P 2.1m Cisco VPN Client Software (Windows Solaris Linux Mac) ASA 5500 AnyConnect Client + Cisco Security Desktop Software ^ASA 5515 IPS Part Number with which PCB Serial is associated ASA 5500 Strong Encryption License (3DES/AES) ASA 5512-X through 5555-X 120GB MLC SED SSD (Incl.) Cisco FireSIGHT Management Center (VMWare) for 10 devices SW APP SUPP + UPGR Cisco FireSIGHT Mana Cisco Catalyst 3850 48 Port Full PoE IP Base North America AC Type A Power Cable Cisco Catalyst 3850 2 x 10GE Network Module CAT3850 LDPE Universal k9 image 50CM Type 1 Stacking Cable Catalyst 3750X and 3850 Stack Power Cable 30 CM 1100W AC Config 1 Power Supply Cisco Catalyst 3850 48 Port Full PoE IP Base North America AC Type A Power Cable 1100W AC Config 1 Secondary Power Supply CAT3850 LDPE Universal k9 image 50CM Type 1 Stacking Cable Catalyst 3750X and 3850 Stack Power Cable 30 CM 1100W AC Config 1 Power Supply Cisco Catalyst 3850 48 Port Full PoE IP Base North America AC Type A Power Cable 1100W AC Config 1 Secondary Power Supply Cisco Catalyst 3850 2 x 10GE Network Module CAT3850 LDPE Universal k9 image 50CM Type 1 Stacking Cable Catalyst 3750X and 3850 Stack Power Cable 30 CM 1100W AC Config 1 Power Supply © 2014 Computer Solutions. All rights reserved. Proprietary and confidential. 1 5 1 1 1 1 1 1 1 1 1 1 1 1 5 1 1 1 1 1 1 1 1 1 1 1 9,295.00 4,182.75 4,182.75 1,151.00 920.80 4,604.00 250.00 112.50 112.50 250.00 112.50 112.50 5,295.00 2,382.75 671.00 536.80 150.00 150.00 1 2,000.00 5 400.00 14,000.00 2,500.00 6 6 6 6 6 6 6 2 4 2 2 2 2 2 2 4 2 2 2 2 2 2 14,000.00 1,500.00 14,000.00 1,500.00 2,500.00 2,382.75 2,684.00 67.50 67.50 67.50 67.50 900.00 900.00 320.00 1,600.00 7,700.00 46,200.00 1,375.00 8,250.00 7,700.00 15,400.00 825.00 1,650.00 7,700.00 15,400.00 825.00 1,650.00 1,375.00 2,750.00 City Hall Dist. Switch WS-C4500X-32SFP+ CON-SNT-C45X32SF C4KX-PWR-750AC-R C4KX-PWR-750AC-R/2 C4KX-NM-BLANK CAB-US515-C15-US S45XUK9-37E C4500X-IP-ES Catalyst 4500-X 32 Port 10G IP Base Front -to -Back No P/S SMARTNET 8X5XNBD Catalyst 4500-X 32 Port 10G IP Base Fro Catalyst 4500X 750W AC front to back cooling power supply Catalyst 4500X 750W AC front to back cooling 2nd PWR supply Catalyst 4500X Network Module Blank NEMA 5-15 to IEC -C15 8ft US CAT4500-X Universal Crypto Image IP Base to Ent. Services license for 32 Port Catalyst 4500-X 1 5 1 1 1 2 1 1 28,000.00 15, 400.00 15, 400.00 1,800.00 1,440.00 7,200.00 2,000.00 1,100.00 1,100.00 2,000.00 1,100.00 1,100.00 8,000.00 4,400.00 4,400.00 Computer Solutions Professional Service COMSOL PROF SERV Computer Solutions Professional Services Integration **Please see attached LOE (SOW) for services details. 1 18,064.25 Grand Total: $ 229,675.50 © 2014 Computer Solutions. All rights reserved. Proprietary and confidential. AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: September 15, 2015 TO: Ronald L. Olson, City Manager THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com (361) 826-3897 THRU: Valerie H. Gray, P.E., Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 FROM: Jeffrey Edmonds, P.E., Director, Capital Programs jeffreye@cctexas.com (361) 826-3851 Amendment No. 3 to Information Technology Contract Project Management Software CAPTION: Motion authorizing the City Manager or designee to execute Amendment No. 3 to the Information Technology Contract LMR Consulting aka Upland Software dba EPM Live from Carlsbad, CA in the amount of $102,274.40, for a re -stated fee of $227,399.60 for the implementation of Project Management Software. PURPOSE: The purpose of this Agenda Item is to execute an amendment for Professional Information Technologies Services with LMR Consulting aka Upland Software dba EPM Live for 2015 Full User and Team Member software licenses, support services, creation of automated reporting capabilities, and general upgrades to the current Project Management Software for the Capital Programs (CP) department. BACKGROUND AND FINDINGS: The EMP Live software is an essential tool for the Project Management by Engineering Services for over 300 projects in planning, design, construction and warranty that have a total value in excess of $350 Million. This software was initially setup and installed in 2014 with subsequent training, data entry, and analysis. This amendment provides for upgrades to enhance the software management tools by providing additional reports, computer financial interface, document controls and other elements to improve the functionality and accountability for the department. The software will now be inclusive of construction activities such as Daily Activity Reports and construction contract information. This amendment includes also the software licensing for all Capital Programs Department team members to continue accessing/using the upgrades and site. This program provides Capital Programs Quality Assurance to gather and report metrics at the program- and project -level for Leadership review (e.g., Issues, Risks, non-performing projects, areas of concern, consultant/contractor performance, etc.). This amendment also covers an Electronic Document Signing and Tracking capability within the Project Management Site improving the process from hand -carrying to electronic. ALTERNATIVES: 1. Approve the amendment for continued licensing and reporting upgrades to the Information Technologies Services contract with LMR Consulting aka Upland Software dba EPM Live. 2. Do not approve amendment for continued licensing and reporting upgrades to the Information Technologies Services contract with LMR Consulting aka Upland Software dba EPM Live. (Not Recommended) OTHER CONSIDERATIONS: It is anticipated that the Project Management Site has the capability to generate the Capital Programs Improvement Budget and Planning Guide (CIP Book) annually. There is a planned test scheduled for July of 2016. This software has the capability to create workflows for electronic document approval and tracking to replace current hard -copy approvals. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and Texas State procurement laws. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: MIS Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year 2014-2015 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Capital Programs Operating $102,274.40 $102,274.40 Encumbered/Expended Amount This item $102,274.40 $102,274.40 Future Anticipated Expenditures BALANCE $0.00 $0.00 Fund(s): Engineering Operating Fund RECOMMENDATION: City Staff recommends the approval of the amendment with LMR Consulting aka Upland Software dba EPM Live to continue use of the program and enhance the programs' reporting capabilities. LIST OF SUPPORTING DOCUMENTS: Project Budget Presentation Amendment No. 3 PROJECT BUDGET Project Management Software PROJECT FUNDS AVAILABLE: Capital Programs Operating Fund FY 2013-2014 $ 109,125.20 Capital Programs Operating Fund FY 2014-2015 118,274.40 TOTAL 227,399.60 FUNDS REQUIRED: Upland Software dba EPM Live* Upland Software dba EPM Live Amendment No. 3 THIS ITEM 125,125.20 102,274.40 TOTAL $ 227,399.60 ESTIMATED PROJECT BUDGET BALANCE $0.00 * Amendment No. 1 approved by Council Action, Ordinance No. 030078 on February 11, 2014 AMENDMENT NO. 3 TO IT AGREEMENT For PROFESSIONAL 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 Upland Software aka LMR Consulting dba EPM Live of Carlsbad, CA, ("CONSULTANT"), which agree as follows: Original Contract $49,000.20 Administrative Approval December 21,2013 Amendment No. 1 $60,125.00 Ordinance No. 030078 February 11, 2014 Amendment No. 2 $16,000.00 Administrative Approval April 30, 2015 1. DECLARATIONS. "CITY" desires to engage "CONSULTANT" to provide services in connection with City's project, described as follows: Project Management Software (E13126) "Project". 2. SCOPE OF WORK. "CONSULTANT" shall provide services for the PROJECT in accordance with the accompanying Letters, Scope of Services, and Fee attached as "Exhibit A". Invoices to be submitted in accordance with Exhibit "C". 3. FEE. The "CITY" agrees to pay the "CONSULTANT" for services provided in accordance with Exhibit "A", Scope of Services, and Fee under this AGREEMENT, a total fee not to exceed $102,274.40 (in figures), (One Hundred Two Thousand Two Hundred Seventy Four Dollars and Forty Cents) (in words) for a total revised fee not to exceed $227,399.60 (in figures), (Two Hundred Twenty Seven Thousand Three Hundred Ninety Nine Dollars and Sixty Cents) (in words). 4. INDEMNIFICATION AND HOLD HARMLESS. The "CONSULTANT" agrees to indemnify, save harmless and defend the "CITY", and it's agents, servants, and employees as more fully set forth in "Exhibit A, Terms and Conditions, 5.05 - Indemnification". 5. 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 and may not be used again by the NE without the express written consent of the Director of Capital Programs. However, the A/E may use standard details that are not specific to this project. CITY OF CORPUS CHRISTI UPLAND SOFTWARE / LMR CONSULTING DBA EPM LIVE J.H. Edmonds, P.E. Director of Capital Programs 9/4/2015 (Date) C aig clnnis (Date) SV nd General Manager - EPM Live and Eclipse 2382 Faraday, Suite 200 Carlsbad, CA 92008 (416) 385-0774 # 222 Office (416) 457-3765 Mobile cmacinnis@uplandsoftware.com C:IUSERSICRAIGMIAPPDATAILOCALIMICROSOFTIWINDOWSIINETCACHEICONTENT.OUTLOOKIVF3CDZKNIAGREEMENT - EPM LIVE AMENDMENT NO 3.DOCX APPROVED Office of Mgmt and Budget (Date) APPROVED AS TO LEGAL FORM Legal Department (Date) ATTEST Rebecca Huerta, City Secretary (Date) Fund Name Accounting Unit Account Activity No. Amount No. Capital Programs Operating 5310-11150-011 550050 $102,274.40 Total $102,274.40 C:IUSERSICRAIGMIAPPDATAILOCALIMICROSOFTIWINDOWSIINETCACHEICONTENT.OUTLOOKIVF3CDZKNIAGREEMENT - EPM LIVE AMENDMENT NO 3.DOCX AMENDMENT NO. 3 TO IT AGREEMENT For PROFESSIONAL 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 Upland Software aka LMR Consulting dba EPM Live of Carlsbad, CA, ("CONSULTANT"), which agree as follows: Original Contract $49,000.20 Administrative Approval December 21,2013 Amendment No. 1 $60,125.00 Ordinance No. 030078 February 11, 2014 Amendment No. 2 $16,000.00 Administrative Approval April 30, 2015 1. DECLARATIONS. "CITY" desires to engage "CONSULTANT" to provide services in connection with City's project, described as follows: Project Management Software (E13126) "Project". 2. SCOPE OF WORK. "CONSULTANT" shall provide services for the PROJECT in accordance with the accompanying Letters, Scope of Services, and Fee attached as "Exhibit A". Invoices to be submitted in accordance with Exhibit "C". 3. FEE. The "CITY" agrees to pay the "CONSULTANT" for services provided in accordance with Exhibit "A", Scope of Services, and Fee under this AGREEMENT, a total fee not to exceed $102,274.40 (in figures), (One Hundred Two Thousand Two Hundred Seventy Four Dollars and Forty Cents) (in words) for a total revised fee not to exceed $227,399.60 (in figures), (Two Hundred Twenty Seven Thousand Three Hundred Ninety Nine Dollars and Sixty Cents) (in words). 4. INDEMNIFICATION AND HOLD HARMLESS. The "CONSULTANT" agrees to indemnify, save harmless and defend the "CITY", and it's agents, servants, and employees as more fully set forth in "Exhibit A, Terms and Conditions, 5.05 - Indemnification". 5. 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 and may not be used again by the NE without the express written consent of the Director of Capital Programs. However, the NE may use standard details that are not specific to this project. CITY OF CORPUS CHRISTI UPLAND SOFTWARE / LMR CONSULTING DBA EPM LIVE J.H. Edmonds, P.E. Director of Capital Programs 9/4/2015 (Date) C aig clnnis (Date) S nd General Manager - EPM Live and Eclipse 2382 Faraday, Suite 200 Carlsbad, CA 92008 (416) 385-0774 # 222 Office (416) 457-3765 Mobile cmacinnis@uplandsoftware.com C:IUSERSICRAIGMIAPPDATAILOCALIMICROSOFTIWINDOWSIINETCACHEICONTENT.OUTLOOKIVF3CDZKNIAGREEMENT - EPM LIVE AMENDMENT NO 3.DOCX APPROVED Office of Mgmt and Budget (Date) APPROVED AS TO LEGAL FORM Legal Department (Date) ATTEST Rebecca Huerta, City Secretary (Date) Fund Name Accounting Unit Account Activity No. Amount No. Capital Programs Operating 5310-11150-011 550050 $102,274.40 Total $102,274.40 C:IUSERSICRAIGMIAPPDATAILOCALIMICROSOFTIWINDOWSIINETCACHEICONTENT.OUTLOOKIVF3CDZKNIAGREEMENT - EPM LIVE AMENDMENT NO 3.DOCX August 28th, 2015 Vicki Marsden City of Corpus Christi 1201 Leopard Street Corpus Christi, TX 78401 361.826.3564 VickiM@cctexas.com EPM Live a, upland 2382 Faraday, Suite 200, Carlsbad, CA 92008 Phone (866) 391-3700 Fax (858) 430-4894 This express agreement is for services related to the EPM Live IT Support Services and Training Services at City of Corpus Christi. The following table represents the services that will be provided: Fees and Payment Terms: Requested Services Units\ Hrs Unit\ Hrly Rate Cost Consulting and IT Support Services • Support Services 40 $200.00 $8,000 Consulting and IT Support Services • Daily Action Report Creation Services 80 $200.00 $16,000 Consulting and IT Support Services • Director Level Reporting Upgrades 80 $200.00 $16,000 Consulting and IT Support Services • Project Manager Reporting Upgrades 60 $200.00 $12,000 Consulting and IT Support Services • Project Manager Training Services ** 4 days $2,500 $10,000 Consulting and IT Support Services • Electronic Signature Creation Services 15 $200.00 $3000 Total Cost $65,000 For questions or changes regarding this quote, please contact Kathleen Gesford, Customer Success Manager, at kgesford@uplandsoftware.com. The above rates are guaranteed for only 30 working days after the date of this document and are subject to change thereafter. **Travel and related expenses are not included in this estimate, and should they be required and approved, they will be invoiced at actual 1 1 Page www.epmlive.com EXHIBIT "A" Page 1 of 5 :• EPM dive by upland 2382 Faraday, Suite 200, Carlsbad, CA 92008 Phone (866) 391-3700 Fax (858) 430-4894 cost as incurred. Should travel and related expenses be required, they will be submitted to City of Corpus Christi by EPM Live for prior approval. EPM Live will perform the services on a Time and Material basis, at an hourly rate of $200.00 per hour, to be invoiced monthly after the hours are spent. All fees are due and payable upon receipt of invoice. Invoices not paid within 30 days are subject to penalties and withdrawal of resources. EPM Live shall not perform any Services relating to this Agreement totaling more than the amount specified herein without written approval by City of Corpus Christi, through the Change Control process described below. Available Payment Terms: • Credit Card: We accept VISA, MasterCard, American Express and Discover. • Purchase Orders: Place order by faxing a signed copy of this quote along with Purchase Order # to 858.430.4894. Change Control: EPM Live considers change control to be a standard component of all engagements that we undertake. Change control includes changes to project scope and / or deliverables from the original project plan. Other project impacts, such as lost time due to emergencies, software errors in licensed software or unplanned absences of key personnel, can also effect the time required to complete the work and/or the quality of the deliverables. EPM Live has a formal change control process that uses a Change Order (CO) Express Services Agreement to document and authorize changes. Scope changes beyond the original services listed above will be presented first for authorization to estimate the impact (i.e., deliverables / schedule / cost) and then to authorize the agreed upon scope change along with the associated schedule and cost adjustment. Project impacts due to lost time or unavailability of key resources that may impact the project scope, schedule or deliverables will be documented for decision(s) when changes to original time/cost estimates may be warranted. A City of Corpus Christi signature is required on all CO Express Services Agreements. If a decision is made to approve a change, a definitive time/cost estimate will be determined and the project scope and timeline will be adjusted. Authorization: By signing herewith, City of Corpus Christi agrees to the terms and conditions as set forth in this agreement and fully authorizes EPM Live to invoice City of Corpus Christi as agreed above, not to exceed $65,000.00 for the consulting support services and training services plus any travel or other related expenses, unless first authorized in writing by City of Corpus Christi. 2 I Page www.epmlive.com EXHIBIT "A" Page 2of5 Company: City of Corpus Christi :• EPMLive b upland 2382 Faraday, Suite 200, Carlsbad, CA 92008 Phone (866) 391-3700 Fax (858) 430-4894 Authorizing Signature Date PO Number Print Name and Title Phone Number Billing Address City State Zip Country Please email this page with proper authorization to: Kathleen Gesford at kgesford@uplandsoftware.com 3 1 Page www.epmlive.com 866.391.3700 EXHIBIT "A" Page 3 of 5 EPML1ve 'i upland 2382 Faraday, Suite 200, Carlsbad, CA92008 Phone(866)391-3700 Fax(858)430-4894 EPM Live Software Renewal Quote EPM Live Enterprise Edition (Software as a Service — Dedicated Environment Subscription Renewal) Year 2 of 3 Vicki Marsden City of Corpus Christi 1201 Leopard Street Corpus Christi, TX 78401 361.826.3564 VickiM@cctexas.com July 29th, 2015 Fees and Payment Terms: Order Terms Subscription Fees (months)* Qty. Unit Cost Total EPM Live Enterprise Edition Users - Full User- Dedicated 12 42 $ 56.10 $ 28,274.40 EPM Live Users - Team Member - Dedicated 12 50 $ 15.00 $ 9,000.00 (1/31/2015 to 1/30/2016) -Subscription Fees include EPM Live CusromerSuccess Program Subscription Fees Subtotal $ 37,274.40 Subscription Fees Total $ 37,274.40 Services and Support Fees Qty. Unit Cost Total EPM Live Customer Success Program (Exhibit A) 1 included included Upland UniversitySubscription (1year) Premier Help Desk Support Subscription (1 year) Services and Support Fees Total $ - Total Subscription Fees Total (1 -year) $ 37,274.40 Services and Support Fees Total (One-time) $ - Total Cost (1 -year) $ 37,274.40 Total Cost (1 -year) $ 37,274.40 *This renewal represents Year 2 of 3 of the existing 3 -year contract. For questions or changes regarding this quote, please contact Kathleen Gesford, Customer Success Manager, at kgesford@uplandsoftware.com. Pricing is valid for 30 days from the date of this quotation. City of Corpus Christi will be invoiced upfront for all Software as a Service Subscription and EPM Live CustomerSuccess Program Fees. All fees are due and payable upon receipt of invoice. Invoices not paid within 30 days are subject to penalties and withdrawal of resources. 11 Page www.epmlive.com EXHIBIT "A" Pa•e4of5 '+ EPMLive Upland nd 2382 Faraday, Suite 200, Carlsbad, CA92008 Phone (866) 391-3700 Fax(858)430-4894 Authorization: The pricing and otherterms as specified within this document are valid for 30 days from the date of this quotation. Pricing and terms after that time are subject to increases and changes, respectively. By signing below, City of Corpus Christi agrees to the terms within this Software as a Service Quote. Organization: City of Corpus Christi Authorizing Signature Date PO Number Print Name and Title Phone Number Billing Address City State Zip Country Please email this page with proper authorization to: Kathleen Gesford at kgesfordna uplandsoftware.com 21 Page www.epmlive.com 866.391.3700 EXHIBIT "A" Page 5 of 5 EXHIBIT "B" INSURANCE REQUIREMENTS I. VENDOR'S LIABILITY INSURANCE A. Vendor 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. Vendor shall furnish to the Risk Manager or designee two (2) copies' of Certificates of Insurance, with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. The City must be named 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 $500,000 Per Occurrence BUSINESS AUTOMOBILE LIABILITY 1. Owned 2. Hired & Non -owned $100,000 Combined Single Limit WORKERS' COMPENSATION EMPLOYER'S LIABILITY Which Complies With The Texas Workers' Compensation And Paragraph II Of This Exhibit. All states endorsement is required if company is not domiciled in Texas $500,000 / $500,000 / $500,000 C. In the event of accidents of any kind related to this project, Vendor shall furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. II. ADDITIONAL REQUIREMENTS A. Vendor 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 EXHIBIT "B" Page 1 of 3 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. All States endorsement is required if company not domiciled in the State of Texas. B. Vendor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Vendor'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. Vendor 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. Vendor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 (361) 826-4555- Fax # D. Vendor agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • Name the City and its officers, officials, employees, volunteers, and elected . representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage. Vendor provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Vendor'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 Vendor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City EXHIBIT "B" Page 2 of 3 shall have the right to order Vendor to discontinue sales/work hereunder, until Vendor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Vendor may be held responsible for payments of damages to persons or property resulting from Vendor's or its subcontractor's performance of the work covered under this agreement. H. It is agreed that Vendor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2013 Engineering Dept. Purchase and Installation of Software — ins. reqs. 12/19/2013 ds Risk Management EXHIBIT "B" Page 3 of 3 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey 0 & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date: Sample form for: Payment Request Revised 07127/00 Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Com tete $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% 2,000 1,000 0 3,000 1,000 500 1,500 50% 500 0 250 750 0 0 0 0% 2,500 0 1,000 3,500 0 0 0 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 $3000 23% SUPPLIER NUMBER 9 TO BE ASSIGNED BY CITY .r PURCHASING DIVISION City of Corpus Christi 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 reverse side for FilingRequirements, Certifications and not applicable, answer with STA . See eq definitions. COMPANY NAME: Ue, VfL./nP P. O. BOX: STREET ADDRESS: a3igz t�-oAyS��e 0.0-0 CITY: cRe.tS(3Yt'D CZIP: qlof FIRM IS: 1. Corporation 4. Association 2. Partnership 3. Sole Owner D 5. Other ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of thispage or attach separate sheet. "of Corpus hristi havingan "ownership interest" 1. State .the names of each employee of the CityrP �� constituting 3% or more of the ownership in the above named firm. Name Job Title and City Department (if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name N/A 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 N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action or a substantial segment thereof, you shall disclose that fact will have on members of the public in generalgm 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 prompt/submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: .%sf-r1J MeYat. (Type or Print) Signature of Certifying Person: Title: O FIC E .✓ ms7s^ Date: 914C— 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 011 a full or part- time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Corpus Chr sti Capital Programs Project Management Software - E P M Live Council Presentation September 29, 2015 Existing Project Management Software Corpus Christi Capital Programs ➢ EPM Live - Online Project Management Tool ✓ Handles: • Complex project schedules • Planned budgets • Actual costs • Project prioritization • Document workspaces for project -related files ✓ Allows: • traditional & customized Project Management tools/reporting • streamlined data base management • reporting & project progress accountability ✓ Installed and operational in 2014 w/ 300+ projects loaded ✓ Total project value > $350 Million ➢ Amendment 3 allows Capital Programs to expand and refine these tools to further improve the department's resource allocations Next Steps Corpus Chr sti Capital Programs lir EXISTING SOFTWARE: AMENDMENT 3: ➢ December 2013 - Purchased Software and started design of SharePoint site ➢ Upgrade Software Management Tools V Director and Project Manager ➢ February 2014 - Amendment 1: Reports Building, Testing, Licenses and set-up ✓ Field Inspector Reports ➢ Yearly Subscription User Licenses V Electronic Signature Services ➢ May 2014 — Deployed site, commenced ➢ Consulting/IT Support Services Data Migration of project files, set-up V Staff Training project schedules and budgets for 300+ projects ➢ Yearly Subscription User Licenses ✓ 50 Team Member Licenses ➢ April 15, 2015 — Amendment 2: V 42 Full User Licenses Financial integration between EMP and INFOR AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: TO: Ronald L. Olson, City Manager September 8, 2015 THRU: Gustavo Gonzalez, P.E., Assistant City Manager, Public Works and Utilities GustavoGo@cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P.E., 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 Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements CAPTION: Motion authorizing the City Manager or designee to execute Amendment No. 1 to the engineering contract with Coym, Rehmet and Gutierrez Engineering, L.P. of Corpus Christi, Texas in the amount of $89,942 for a total restated fee not to exceed $175,896 for the Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements for design, bid and construction phase services. PURPOSE: The purpose of this agenda item is to obtain authority to execute an engineering contract for the Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements. BACKGROUND AND FINDINGS: The Greenwood Wastewater Treatment Plant (WWTP) was originally constructed in 1959, and upgraded in 1988 and 2000. The 2000 upgrades included increasing capacity from 6 MGD to 8 MGD and upgrades to the Odor Control facility with a mineral media new bio -filter unit. This type of major equipment typically requires upgrade/rework every 15-20 years to ensure efficiency and effectiveness to control emissions and odor control, and compliance with Texas Commission on Environmental Quality (TCEQ). Accordingly, staff is proposing to implement such upgrades. This contract, Amendment No. 1, will authorize Coym, Rehmet, and Gutierrez (CRG) to provide engineering services to complete the preparation of the construction documents necessary for the upgrades at the Greenwood WWTP for the emission and odor control system. CRG was awarded an initial contract on June 25, 2013, to investigate the problems associated with the Greenwood WWTP emissions and odor control and provide problem -solving recommendations. Based on their investigation and findings, CRG proposes to build a 4,000 cubic feet per minute (cfm) air capture rate trickling bio -filter system serving the influent lift station, bar screen flume and grit chambers, and the existing blowers will be removed and the existing duct work will be modified and utilized to direct the foul air to the new trickling bio -filter. Coym, Rehmet & Gutierrez Engineering, L.P was selected through RFQ No. 2011-05 dated November 14, 2011. Selection was based upon qualifications and consistent with the RFQ criteria. 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: ❑ Operating ❑ Revenue ®Capital ❑ Not applicable Fiscal Year 2014-2015 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget $96,400.00 $2,108,400.00 $2,204,800.00 Encumbered / Expended Amount $96,400.00 $96,400.00 This Item $89,942.00 $89,942.00 Future Anticipated Expenditures This Project $997,929.00 $997,929.00 BALANCE $0.00 $1,020,529.00 $1,020,529.00 Fund(s): Water CIP #22 Comments: The amendment will result in the expenditure of an amount not to exceed $89,942. RECOMMENDATION: City Staff recommends approval of Amendment No. 1 to the engineering contract with Coym, Rehmet and Gutierrez Engineering, L.P. of Corpus Christi, Texas in the amount of $89,942 for a total restated fee not to exceed $175,896 for the Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements for design, bid and construction phase services. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Contract Presentation PROJECT BUDGET Greenwood Wastewater Treatment Plant Emission & Odor Control Improvements FUNDS AVAILABLE: Wastewater CIP $2,204,800 FUNDS REQUIRED: Construction Estimate (Contractor TBD) $850,000 Contingencies (10%) $85,000 Engineer: Engineer Preliminary Phase (Coym, Rehmet & Gutierrez Engineering, L.P.) $85,954 Engineer Design, Bid, & Construction Phase (Coym, Rehmet & Gutierrez Engineering, LP.)$89,942 Construction Materials Testing (Estimate) $20,000 Construction Observation (Estimate) $25,000 Reimbursements: Administration/Finance (Capital Programs/Capital Budget/Finance) $6,375 Engineering Services (Project Mgmt/Construction Mgmt) $17,000 Misc $5,000 TOTAL $1,184,271 PROJECT BUDGET BALANCE $1,020,529 Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF CAPITAL PROGRAMS PAGE: 1 OF 1 CITY OF CORPUS CHRISTI AMENDMENT NO. 1 TO CONTRACT FOR PROFESSIONAL SERVICES The City of Corpus Christi, Texas hereinafter called "City", and COYM, REHMET & GUTIERREZ ENGINEERING, L.P., agree to the following amendments to the Contract for Engineering Services for Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements (Proiect No. E10047), as authorized and administratively amended by: Original Contract June 25, 2013 Motion No. M2013-104 $85,954.00 EXHIBIT "A", SECTION I. SCOPE OF SERVICES shall be amended as specified in in the attached Amendment No. 1 Exhibit "A". Exhibit "A", SECTION III. FEES shall be _amended and is attached as Amendment No. 1 Exhibit "A" for a revised fee not to exceed $89,942.00 (Eighty -Nine Thousand Nine Hundred Forty -Two Dollars and Zero Cents), for a total restated fee not to exceed $175,896.00 (One Hundred Seventy -Five Thousand Eight Hundred Ninety -Six Dollars and Zero Cents). Monthly invoices shall be submitted in accordance with the attached Exhibit "B". All other terms and conditions of the June 25, 2013 contract between the City and Engineer, and any amendments to that contract, which are not specifically addressed herein shall remain in full force and effect. CITY OF CORPUS CHRISTI COYM, REHMET & GUTIERREZ ENGINEERING, L.P. 9/8// J.H. Edmonds, P.E. Date Don Rehmet, P.E.,R. P. L. S. Date Director of Capital Programs rincipal 5656 S. Staples Street, Suite 230 Corpus Christi, TX 78411 RECOMMENDED (361) 991-8550 Office (361) 993-7569 Fax Operating Department Date APPROVED AS TO LEGAL FORM Assistant City Attorney Date for City Attorney APPROVED Office of Management and Budget Date ATTEST Rebecca Huerta, City Secretary Project No: E10047 Accounting Unit: 4249-064 Account: 550950 Activity: E10047014249EXP Account Category: 50950 Fund Name: Wastewater 2012B RVBD AMEND. NO. 1 Page 1 of 1 K:IENGINEERtNG DATAEXCHANGE JENNIFERIWASTEWATERIE10047 GREENWOOD WWTP EMMISSIONS ODOR CONTROLWMEND. NO. 11CONTRACTICONTRACT.DOC coym,Rehmet iGutierrez Engineenng, L.P. ENGINEERS • PLANNERS • SURVEYORS TBPE Firm Reg. No. F-388 TBPLS Firm Reg. No. 10104001 August 11, 2015 Mr. Jeff Edmonds, P.E. Director of Capital Projects Dept. of Engineering Services City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 Dear Mr. Edmonds, 56565. STAPLES, SUITE 230 CORPUS f:HRUSU, TX 78411. 36140918550 FAX2610834869 1220 N. TEXAS BLVD., SUITE 4 AIME. TX78332 581.6846821. FAX:361,6640559 Via Email RE: Contract Amendment No. 1 Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements City of Corpus Christi Project No. E10047 CRG Project No. 20593c This correspondence constitutes our proposal for Amendment No. 1 to the referenced contract. This Amendment is to perform Design Phase, Bid Phase and Construction Phase Services as well as Additional Services required to complete the project. The Contract for Professional Services approved by the City Council on June 25, 2013 (Motion No. M2013-104) included solely Preliminary Phase services with the remaining Basic and Additional Services to be addressed upon completion of the Preliminary Phase investigation. The Preliminary Phase investigation clearly defined the problem, solution and final scope of the project. As delineated in the approved Preliminary Engineering Letter Report the project scope includes, but is not limited to, construction of a 4,000 cubic feet per minute (cfm) air capture rate trickling biofilter system serving the influent lift station, bar screens flume and grit chambers. The existing blowers will be removed and existing duct work will be modified and utilized to direct the foul air to the new trickling biofilter. The total amount of this Amendment is $89,942.00 as shown on the breakdown on Attachment "A". Attachment "A-1" lists is the specific engineering tasks for the project. The manhour and fee analysis for this amendment is shown in Attachment "B". AMEND. NO. 1 EXHIBIT "A" Page 1 of 9 Mr. Jeff Edmonds, P.E. Amendment No. 1 August 11, 2015 If you have any questions or require any additional information, please give me a call at 361-991-8550 or email me at donr@creei.com. Very truly yours, COYM, REHMET & GUTIERREZ ENGINEERING, L.P. s AY' 4/4 P. Don Rehmet, P.E., R.P.L.S. cc: Daniel Deng, P.E. Attachments: Attachment "A" (1 page) Attachment "A-1" (4 pages) Attachment "B" (2 pages) AMEND. NO. 1 EXHIBIT "A" Page 2 of 9 ATTACHMENT "A" Greenwood Wastewater Treatment Plant Emissions/Odor Control Improvements (City Project No. E10047) Summary of Fees AMEND. NO. 1 EXHIBIT "A" Page 3 of 9 Original Contract AMD. NO. 1 Total BASIC SERVICES 1 Preliminary Phase $85,954.00 $0.00 $85,954.00 2 Design Phase $0.00 $59,751.00 $59,751.00 3 Bid Phase $0.00 $5,245.00 $5,245.00 4 Construction Phase $0.00 $15,361.00 $15,361.00 Subtotal Bask Services $85,954.00 $80,357.00 $166,311.00 ADDITIONAL SERVICES 1 Topographic Survey $0.00 $1,690.00 $1,690.00 2 Geotechnical Services $0.00 $3,590.00 $3,590.00 3 Start—Up Services $0.00 $3,705.00 $3,705.00 4 Warranty Phase $0.00 $600.00 $600.00 Subtotal Additional Services $0.00 $9,585.00 $9,585.00 Total Fee $85,954.00 $89,942.00 $175,896.00 Motion No. M2013-104 06/25/13 AMEND. NO. 1 EXHIBIT "A" Page 3 of 9 ATTACHMENT "A-1" City of Corpus Christi, Texas Greenwood Wastewater Treatment Plant Emissions/Odor Control Improvements City Project No. E10047 Coym, Rehmet & Gutierrez Engineering, L.P. (CRG) proposes to work in conjunction with sub -consultants James Joyce, P.E., odor control sub -consultant, Bath Engineering Corp., electrical engineers and Rock Engineering and Testing Laboratory, Inc., geotechnical consultant, to perform the following services: A. Design Phase. CRG will: a. Attend a design kickoff meeting with City Engineering Dept. and Utilities Dept. staffs to review the Final Engineering Letter Report. b. Implement Engineering Letter Report recommendations including construction sequencing, connections to the existing facilities, and restoration of property and incorporate these plans into the construction plans. Development of the construction sequencing will be coordinated with the City Utilities and Engineering Services staff. c. Prepare one (1) set of the construction bid and contract documents (electronic and full-size hard copies using City Standards as applicable), including contract agreement forms, general conditions and supplemental conditions, notice to bidders, instruction to bidders, insurance, bond requirements, and preparation of other contract and bid related items; specifications and drawings to fix and describe, for one bid, the size and character of the entire Project; description of materials to be utilized; and such other essentials as may be necessary for construction and cost analysis. d. Prepare final quantities and estimates of probable costs with the recommended construction schedule. The construction schedule will provide a phased approach to track progress and payments. e. Furnish one (1) set of the interim plans (60% submittal - electronic and full-size hard copies using City Standards as applicable) to the City staff for review and approval purposes with estimates of probable construction costs. Show existing elevations resulting from topographic survey. Required with the interim plans is a "Plan Executive Summary" which will identify and summarize the project by distinguishing key elements. f. Assimilate all review comments, modifications, additions/deletions and proceed to next phase, upon Notice to Proceed. g. Provide one (1) set of the pre final plans and bid documents (90% submittal - electronic and full-size hard copies using City Standards as applicable) to the City staff for review and approval purposes with revised estimates of probable costs. Compile comments and incorporate any requirements into the plans and specifications, and advise City of responding and non- responding participants. h. Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that submittal of the interim, pre -final (if required), and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City staff. CRG and Sub -consultants shall submit a letter declaring that all engineering disciplines of all phases of the submittals have been checked, reviewed, and are complete prior to submission, and include signature of all disciplines including but not limited to structural, civil, mechanical, electrical, etc. I. Assimilate all final review comments (if any). AMEND. NO. 1 EXHIBIT "A" Page 4 of 9 j. Upon approval by the Director of Engineering Services, provide one (1) set of the final plans and contract documents (electronic and full-size hard copies using City Standards as applicable) suitable for reproduction. Said bid documents henceforth become the sole property and ownership of the City of Corpus Christi. k. The City agrees that any modifications of the submitted final plans (for other uses by the City) will be evidenced on the plans and be signed and sealed by a professional engineer prior to re- use of modified plans. I. Prepare and submit monthly status reports with action items developed from monthly progress and review meetings. The City staff will: a. Designate an individual to have responsibility, authority, and control for coordinating activities for the construction contract awarded. b. Provide the budget for the Project specifying the funds available for the construction contract. c. Provide the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. B. Bid Phase. CRG will: a. Participate in the pre-bid conference and provide a recommended agenda for critical construction activities and elements impacting the project. b. Assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. c. Review all pre-bid questions and submissions concerning the bid documents and prepare, in the City's format, for the Engineering Services' approval, any addenda or other revisions necessary to inform contractors of approved changes prior to bidding. d. Attend bid opening, analyze bids, evaluate, prepare bid tabulation, and make recommendation concerning award of the contract. The City staff will: a. Arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. b. Advertise the Project for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with the assistance of CRG) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. C. Construction Phase. CRG will: a. Participate in pre -construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. b. Review for conformance to contract documents, shop and working drawings, materials and other submittals. c. Review field and laboratory tests. d. Provide interpretations and clarifications of the contract documents for the contractor and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. e. Make regular visits to the site of the Project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. AMEND. NO. 1 EXHIBIT "A" Paae 5 of 9 This will not be confused with the project representative observation or continuous monitoring of the progress of construction. f. Prepare change orders as authorized by the City (coordinate with the City's construction division); provide interpretations and clarifications of the plans and specifications for the contractor and authorize minor changes which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. g. Make final inspection with City staff and provide the City with a Certificate of Completion for the project. h. As applicable, review and assure compliance with plans and specifications, the preparation of operating and maintenance manuals (by the Contractor) for all equipment installed on this Project. These manuals will be in a "multimedia format" suitable for viewing with Microsoft's Internet Explorer, version 3.0. As a minimum the Introduction, Table of Contents, and Index will be in HTML (HyperText Markup Language) format, with HyperText links to the other parts of the manual. The remainder of the manual can be scanned images or a mixture of scanned images and text. Use the common formats for scanned images (GIF, TIFF, JPEG, etc.). Confirm before delivery of the manuals that all scanned image formats are compatible with the image -viewing software available on the City's computer - Imaging for Win95 (Wang) and Microsoft Imaging Composer. Deliver the manuals on a CD-ROM, not on floppy disks. i. Review construction "red -line" drawings, prepare record drawings of the Project as constructed (from the "red -line" drawings, inspection, and the contractor provided plans) and deliver to the Engineering Services a reproducible set and electronic file (AutoCAD r.14 or later) of the record drawings within two (2) months of final acceptance of the project. All drawings will be CADD drawn using dwg format in AutoCAD, and graphics data will be in dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City GIS system. The City staff will: a. Prepare applications/estimates for payments to contractor. b. Conduct the final acceptance inspection with the Engineer. D. Additional Services (ALLOWANCE) This section defines the scope (and ALLOWANCE) for compensation for additional services that may be included as part of this contract, but CRG will not begin work on this section without specific written approval by the Director of Engineering Services. Fees for Additional Services are an allowance for potential services to be provided and will be negotiated by the Director of Engineering Services as required. CRG will, with written authorization by the Director of Engineering Services, do the following: 1. Topographic Survey. CRG will provide field surveys, as required for design including the necessary control points, coordinates and elevations of points. Establish base survey controls for Zine and elevation staking (not detailed setting of Tines and grades for specific structures or facilities). All work will be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition 1 specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. AMEND. NO. 1 EXHIBIT "A" Page 6 of 9 2. Geotechnical Services. Provide a subsurface investigation and laboratory testing program to provide foundation recommendations for the proposed biotrickling filter facility. 3. Start—Up Services. Provide on—site services and verification for all start—up procedures during actual start—up of the biotrickling facility and related appurtenances. 4. Warranty Phase. Provide a maintenance guaranty inspection toward the end of the one—year period after acceptance of the Project. Note defects requiring contractor action to maintain, repair, fix, restore, patch, or replace improvement under the maintenance guaranty terms of the contract. Document the condition and prepare a report for the City staff of the locations and conditions requiring action, with its recommendation for the method or action to best correct defective conditions and submit to City Staff. Complete the inspection and prepare the report no later than sixty (60) days prior to the end of the maintenance guaranty period. AMEND. NO. 1 EXHIBIT "A" Page 7 of 9 CRG Project No. 20593c 8/11/2015 AMEND. NO. 1 EXHIBIT "A" Page 8 of 9 1 of 2 Coym, Rehmet & Gutierrez Engineering, L.P. TBPE Firm Reg. No. Gutierrez TBPLS Firm Reg. No. 101040-01 5656 S. Staples, Site 230 Corpus Christi, Texas 78411 Phone: 361-991-8550 Fax: 361-993-7569 Email: crg@crgei.com CONTRACT AMENDMENT NO. 1 ATTACHMENT "B" MANHOUR AND FEE ANALYSIS AND ODOR CONTROL IMPROVEMENTS ir-C J R� ,,-r. CLIENT: CITY OF CORPUS CHRISTI PROJECT: GREENWOOD WWTP EMISSIONS CITY PROJECT NO. E10047 ITEM DESCRIPTION PRINCIPAL PROJECT ENGR, P.E. DESIGN ENGR, P.E. SR. ENGR/ SURVEY TECH CADD TECH RPLS/LSLS SURVEY CREW CLERICAL SUB-CONSULTANT ELECTRICAL (E) ODOR CONTROL (OC) NON LABOR TASK TOTAL RATE $145.00 $135.00 $115.00 $80.00 $75.00 $115.00 $140.00 $60.00 Hrs. Total Hrs. Total Hrs. Total Hrs. Total Hrs. Total Hrs. Total Hrs. Total Hrs. Total DESIGN PHASE Administration 6 $870 8 $480 $175 (E) $20 $1,545 In House Meetings 4 $580 4 $540 $350 (E) $1,470 Design Kickoff Meeting Prep. 2 $290 $290 Kickoff Meeting 3 $435 3 $405 $20 $860 Coordination w/O.C. Subconsultant, Design Details 3 $435 $20 $455 Site Visits, Meetings w/Engineering Dept. & Utilities Dept. 4 $580 6 $810 $700 (E) $50 $2,140 PLANS 1. Title Sheet 1 $145 1 $135 6 $480 $20 $780 2. Legend, Abbreviations, Notes, Quantities 1 $145 6 $810 8 $640 $20 $1,615 3. Project Layout - Plan Overall, Notes 2 $290 8 $1,080 8 $640 $20 $2,030 4. Project Layout and Control - Detailed 2 $290 8 $1,080 8 $640 2 $230 $20 $2,260 5./6. Reroute Existing Lines 2 $290 12 $1,620 20 $1,600 $20 $3,530 7. Demo of Existing Fan, Ducts, Piping 2 $290 12 $1,620 16 $1,280 $896 (OC) $4,086 8. Biotrickling Filter P&P 2 $290 12 $1,620 16 $1,280 $896 (OC) $4,086 9. Biotrickling Filter Ductwork, Details 2 $290 8 $1,080 16 $1,280 $896 (OC) $3,546 10. Biotrickling Filter Piping, Details 2 $290 8 $1,080 16 $1,280 $896 (OC) $3,546 11. Sitework Details 2 $290 8 $1,080 12 $960 $2,330 12. Foundation, Structural 2 $290 6 $810 12 $960 $20 $2,080 13. Electrical Demolition Plan 1 $145 2 $270 $1370 (E) $20 $1,805 14. New Work Plan 1 $145 2 $270 $2725 (E) $20 $3,160 15. Electrical Schematics 1 $145 2 $270 $1970 (E) $20 $2,405 16. Electrical Elevations 1 $145 2 $270 $1160 (E) $20 $1,595 Specifications, Contract Documents 4 $580 14 $1,890 8 $480 $700 (E) $40 $3,690 60% QA/QC 4 $580 $896 (OC) $20 $1,496 60% Submittal 3 $435 3 $405 2 $120 $100 $1,060 60% Submittal Review Meeting 3 $435 3 $405 2 $120 $20 $980 Address Comments, Plans & Specs 2 $290 8 $1,080 8 $640 4 $240 $20 $2,270 90% Opinion of Probable Cost 6 $870 3 $180 $700 (E) $20 $1,770 90% QA/QC 4 $580 $896 (OC) $20 $1,496 90% Submittal, Review Meeting 3 $435 6 $810 4 $240 $20 $1,505 Address 90% Review Comments 2 $290 6 $480 $20 $790 Final Submittal QA/QC, Final Submittal 6 $870 4 $240 $50 $1,160 TOTAL DESIGN PHASE $59,751.00 CRG Project No. 20593c 8/11/2015 AMEND. NO. 1 EXHIBIT "A" Page 8 of 9 1 of 2 CRG Project No. 20593c 8/11/2015 AMEND. NO. 1 EXHIBIT "A" Page 9 of 9 2 of 2 Coym, Rehmet & Gutierrez Engineering, L.P. TBPE Firm Reg. No. F-388 TBPLS Firm Reg. No. 101040-01 5656 S. Staples, Site 230 Corpus Christi, Texas 78411 Phone: 361-991-8550 Fax 361-993-7569 Email: crg@crgei.com CONTRACT AMENDMENT NO. 1 ATTACHMENT "B" MANHOUR AND FEE ANALYSIS AND ODOR CONTROL IMPROVEMENTS rC R G 0- T- CLIENT: CITY OF CORPUS CHRISTI PROJECT: GREENWOOD WWTP EMISSIONS CITY PROJECT NO. E10047 ITEM DESCRIPTION PRINCIPAL PROJECT ENGR, P.E. DESIGN ENGR, P.E. SR. ENGR/ SURVEY TECH CADD TECH RPLS/LSLS SURVEY CREW CLERICAL SUB-CONSULTANT ELECTRICAL (E) ODOR CONTROL (OC) NON LABOR TASK TOTAL RATE $145.00 $135.00 $115.00 $80.00 $75.00 $115.00 $140.00 $60.00 Hrs. Total Hrs. Total Hrs. Total Hrs. Total Hrs. Total Hrs. Total Hrs. Total Hrs. Total BID PHASE Pre-Bid Conference 3 $435 3 $405 $20 $860 Prepare Addenda 1 $145 4 $540 2 $120 $20 $825 Contractor's Questions 1 $145 4 $540 $685 Bid Opening, Bid Tab 3 $435 2 $120 $20 $575 Recommendation For Award 3 $435 2 $120 $555 Electrical Subconsultant 1 $145 $175 $320 Odor Control Subconsultant 1 $145 $1,280 $1,425 TOTAL BID PHASE $5,245.00 CONSTRUCTION PHASE Pre-Construction Conference 3 $435 2 $120 $20 $575 Review Submittals 1 $145 4 $540 2 $120 $20 $825 Review Field and Lab Tests 3 $405 $20 $425 Provide Clarifications to Plans 4 $540 2 $120 $20 $680 Site Visits and Memos 4 $580 8 $1,080 2 $120 $40 $1,820 Change Orders 4 $540 2 $120 Pre-Final and Final Inspections 4 $580 4 $540 $40 $1,160 Record Drawings, Review O&M Manual Electrical Subconsultant $1,610 $1,610 Odor Control Subconsultant $7,651 $7,651 Project Closeout 3 $435 3 $180 $615 TOTAL CONSTRUCTION PHASE $15,361.00 TOTAL BASIC SERVICES $80,357.00 ADDITIONAL SERVICES Topographic Survey 4 $320 2 $230 8 $1,120 $20 $1,690.00 Geotechnical Study 2 $290 $3,300 $3,590.00 Startup Services 1 $145 $3,560 $3,705.00 Warranty Phase 4 $580 $20 $600.00 TOTAL ADDITIONAL SERVICES $9,585.00 TOTAL BASIC AND ADDITIONAL SERVICES $89,942.00 CRG Project No. 20593c 8/11/2015 AMEND. NO. 1 EXHIBIT "A" Page 9 of 9 2 of 2 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey O & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date: Sample form for: Payment Request Revised 07/27/00 Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete $1,000 $0 $0 $1,000 $0 $1,000 $1,000 100% 2,000 1,000 0 3,000 1,000 500 1,500 50% 500 0 250 750 0 0 0 0% 2,500 0 1,000 3,500 0 0 0 0% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% $2,000 $0 $0 $2,000 $500 $0 $500 25% 0 1,120 0 1,120 0 0 0 0% 0 0 1,627 1,627 0 0 0 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% TBD TBD TBD TBD TBD TBD TBD 0% $2,000 $1,120 $1,627 $4,747 $500 $0 $500 11% $6,000 $1,000 $1,250 $8,250 $750 $1,500 $2,500 30% 2,000 1,120 1,627 4,747 500 0 500 11% $8,000 $2,120 $2,877 $12,997 $1,250 $1,500 $3,000 23% City of Corpus us Christi SUPPLIER NUMBER TO BE ASSIGNED BY CU Y PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112 as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every.question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: COYM, REHMET & GUTIERREZ ENGINEERING, L.P. P. O. BOX: N/A STREET ADDRESS: 5656 S. STAPLES, SUITE 230 FIRM IS: 1. Corporation e 2. Partnership 4. Association 5. Other CORPUS CITY: CHRISTI ZIP: 78411 3. Sole Owner ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separte sheet. 1. State the names of each employee" of the City of Corpus Christi having an "ownershipw interest" constituting 3% or more of the ownership in the above named firm. Name Job Title and City Department (if known) 4- 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant 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 ingeneral 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: JEFF COYM, P.E. Title: PARTNER (Type or Print) Signature of Certifying Person: DEFINITIONS Date: 1/4/11— 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• COYMR-1 OP ID: PT ACORO CERTIFICATE OF LIABILITY INSURANCE 44..—/ DATE (MM/DD/YYYY) 09/03/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT• If fho roe -Wig -atom hnlrror is an ADDITIONAL MCI IRFDI I. ho nnlirvfioc) nil cf ho onrinrcorl If CIIRROGAT!ON IC WAIVFrI ci ihiorf fn the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Carlisle Insurance Agency, Inc 1810 E Main P 0 Drawer 3030 Alice, TX 78333-3030 Chuck Carlisle CONTNAME: Pamela Torres PHONE FAX (A/C, No, Ext):361-664-4348 (A/C, No): 361-664-1822 E-MAIL amelat carlisleins.com ADDRESS: p INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:Texas Mutual Insurance Co 22945 INSURED Coym, Rehmet & Gutierrez Fnninnnrinn 1 P 5656 S Staples St Corpus Christi, TX 78411 INSURER B : Great American Ins Co of NY INSURER C:Allstate Insurance Company 19232 INSURER D : Philadelphia Indemnity Ins Co $ 1,000,000 INSURER E : INSURER F : CLAIMS -MADE 1 X OCCUR COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRL TYPE OF INSURANCE IANDL SUBR WVD POLICY NUMBER POLICY EFF fMM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS C X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE 1 X OCCUR 648509299 08/29/2015 08/29/2016 DAMAGES(RENTED PREMISES Ra occurrence) $ 50,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 D ANY AUTO 08/29/2015 08/29/2016 BODILY INJURY (Per person) $ ALL OWNED AUTOS X SCHEDULED AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 C EXCESS LIAB CLAIMS -MADE 08/29/2015 08/29/2016 AGGREGATE $ 3,000,000 DED RETENTION $ $ WORKERS COMPENSATION AND EMPLia LIABILITY PER OTH- STATUTE ER A r .no' Y ANY PROPRIETOR/PARTNER/EXECUTIVE / N N / A 08/29/2015 08/29/2016 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Civil Engineer Project Name: Greenwood Wastewater Treatment Plant Emissions/Odor Control Project (Project No. E10047) CERTIFICATE HOLDER CANCELLATION CORPUO5 City of Corpus Christi Capital Programs 1201 Leopard Street Corpus Christi, TX 78401 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE C�� Oc % r' ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORO® CERTIFICATE OF LIABILITY INSURANCE 4h....„/" DATE(MM/DD/YYYY) 09/03/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh Sponsored Programs a division of Marsh USA Inc. 701 Market Street, Ste. 1100 St. Louis MO 63101 CONTACT NAME: PHONE FAX (AIC No Ext):800-338-1391 (A/C, No): 888-621-3173 E-MAIL ADDRESS:acecclientrequest@marsh.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:U. S. Specialty 29599 INSURED Coym, Rehmet, & Gutierrez Eng 5656 S. Staples, Ste. 230 Corpus Christi, TX 78411 INSURER B : INSURER C : INSURER D: $ INSURERE: DAMAGE TO RENTED PREMISES (Ea occurrence) INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ CLAIMS -MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE POLICY LIMIT APPLIES PRO JECT PER' LOC PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N NIA. WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability USS1425283 10/20/2019 10/20/2015 Per Claim $1,000,000 Aggregate $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) This policy is not project specific and therefore includes: Greenwood Wastewater Treatment Plant Emissions/Odor Control Project (Project No. E10047) CERTIFICATE HOLDER CANCELLATION City of Corpus Christi Capital Programs 1201 Leopard Street Corpus Christi, TX 78401 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE •II / 11 11 ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Lel Corpus Chr sti Capital Programs Greenwood Wastewater Treatment Plant Emissions and Odor Control Improvements Council Presentation September 22, 2015 Project Background Corpus Chr'sti Capital Programs MIL Saratoga Blvd. Greenwood Wastewater Treatment Plant: ✓ Built in 1959 as 6 MGD plant with upgrades in 1988 and 2000 ✓ The 2000 upgrade increased capacity to 8 MGD and replaced the odor control facility with a mineral media bio -filter unit Issues: ✓ Typical upgrade on major plant equipment/units is required every 15-20 years ✓ Existing bio -filter odor control system experiencing problems with emissions for compliancy and odor controls ✓ Nuisance odor complaints from nearby residents ✓ Improvements include odor control replacement with new blowers, bar screen and grit chamber upgrades and other miscellaneous improvements Project Schedule Corpus Chr'sti Capital Programs 2015 2016 2017 Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr Design Bid & Award Construction Project Estimate: 540 Calendar Days = 18 Months Projected Schedule reflects City Council award in September 2015 with anticipated construction completion by April 2017. AGENDA MEMORANDUM Future Agenda Item for the City Council Meeting of September 22, 2015 Regular Agenda Item for the City Council Meeting of September 29, 2015 DATE: TO: September 08, 2015 Ronald L. Olson, City Manager FROM: Alyssa M. Barrera, Business Liaison AlyssaB@cctexas.com (361) 826-3356 Resolution to support Downtown Management District's application to host the 2017 Texas Downtown Association Conference CAPTION: Resolution supporting the Corpus Christi Downtown Management District submission of an application to host the 2017 Texas Downtown Association Conference PURPOSE: The purpose of this item is to formally document the City's support for the Downtown Management District (DMD) in their application to the Texas Downtown Association (TDA), to host the 2017 Texas Downtown Association Conference in Corpus Christi. BACKGROUND AND FINDINGS: The TDA is a non-profit member organization with over 400 members, dedicated to downtown and commercial district revitalization in Texas. They organize an annual conference that draws approximately 300 participants, including downtown district directors, Main Street Program managers, city managers, elected officials, Chambers of Commerce, planners, and other professionals related to this field. The location of the Annual Conference is selected two years in advance so the application for the November 2017 event is due October 2015. As a result of the commitment from the Council to prioritize downtown revitalization and the teamwork of the DMD and city staff, significant progress has been made on our revitalization. Hosting the conference is an opportunity to showcase our progress, bring recognition to the community, and fill hotel rooms. ALTERNATIVES: The alternative was not to support the DMD's Application. OTHER CONSIDERATIONS: The DMD has been working with the Corpus Christi Convention & Visitors Bureau to prepare the submittal. CONFORMITY TO CITY POLICY: N/A EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: N/A FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2015-2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: By supporting this Resolution, the City is not obligated for any finances beyond what is budgeted annually for the DMD Interlocal Agreement. RECOMMENDATION: Staff recommends approval of the Resolution. LIST OF SUPPORTING DOCUMENTS: Resolution — 2017 Texas Downtown Association Conference Resolution supporting the Corpus Christi Downtown Management District submission of an application to host the 2017 Texas Downtown Association Conference Whereas, the Texas Downtown Association is a non-profit member organization representing the interests of over 400 members dedicated to downtown and commercial district revitalization in Texas; Whereas, annually, the Texas Downtown Association produces a conference in partnership with the Texas Main Street Program which has approximately 250-300 professionals and volunteers attend, including downtown, district and Main Street Program managers, city managers, and elected officials, economic development specialist, Chambers of Commerce and district association representatives, city planners, as well as business owners; Whereas, the Texas Downtown Association conference is the only statewide conference in Texas dedicated to downtown and commercial district development and revitalization; Now, therefore, be it resolved by the City Council for the City of Corpus Christi, Texas: Section 1. Being in the public interest of the City of Corpus Christi to support the development and diversification of the economy of this City as will be accomplished by hosting the Texas Downtown Association conference, the City of Corpus Christi supports the application of the Corpus Christi Downtown Management District to host the 2017 Texas Downtown Association conference on November 7-10, 2017. Attest: City of Corpus Christi Rebecca Huerta, City Secretary Nelda Martinez, Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn AGENDA MEMORANDUM Future Item for the City Council Meeting of September 22, 2015 Action Item for the City Council Meeting of September 29, 2015 DATE: TO: September 4, 2015 Ronald L. Olson, City Manager FROM: Alyssa M. Barrera, Business Liaison — City Manager's Office AlyssaB@cctexas.com (361) 826-3356 Motion authorizing the City Manager or designee to execute a Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau for a period ending September 30, 2018. CAPTION: Motion authorizing the City Manager or designee to execute an Amended Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau (CCCVB) for a period ending September 30, 2018. PURPOSE: The purpose of this item is to approve the FY 2016 Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau. BACKGROUND AND FINDINGS: On November 16, 2010, Council approved a five year Consulting Services Agreement with the CCCVB for a period extending from November 1, 2010 to July 31, 2015. Due to the City's fiscal year change, there was an amendment that extended the agreement until September 30, 2015. In discussions for a new agreement, the CCCVB requested modifications to the compensation formula. After researching best practices, no city was found to compensate their Convention and Visitors Bureau with the incentive formula included in our current agreement. Generally, cities allocate a specific percentage of their Hotel Occupancy Tax Revenues to the Convention and Visitors Bureau, depending on that community's priorities. Incorporating the Council's desire for transparency, Staff and the CCCVB agreed upon the changes below for a three-year Consulting Services Agreement. In this update, the three key changes occur: • Removal of Incentive Payment; • Adjustment of HOT Share from 40% to 44%; • Refinement of Scope of Services to reflect the CCCVB's activities. The CCCVB has stayed on top of tourism industry best practices and pursues opportunities to increase awareness and visibility of our community. The refined scope of services recognizes this expansion of tactics to accomplish the mission of the CCCVB; drive overnight visitors to Corpus Christi. ALTERNATIVES: An alternative was to maintain the Incentive Payment, however there was no benefit to this from a practicality, administrative or budgeting standpoint. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Financial Plan EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2015-2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $4,905,114 BALANCE $4,905,114 Fund(s): 1030-13800 Comments: RECOMMENDATION: Staff recommends approval of the motion to approve this Consulting Services Agreement with the Corpus Christi Convention and Visitors Bureau. LIST OF SUPPORTING DOCUMENTS: Agreement — FY 2016 CCCVB Consulting Services Redlined Agreement — FY 2016 CCCVB Consulting Services. AMENDED CONSULTING SERVICES AGREEMENT BETWEEN CITY OF CORPUS CHRISTI AND CORPUS CHRISTI CONVENTION & VISITORS BUREAU This Amended Consulting Services Agreement is executed by and between the City of Corpus Christi, Texas, a municipal corporation ("City") and the Corpus Christi Convention & Visitors Bureau ("CCCVB"), a private, Texas nonprofit corporation organized for the purpose of promoting convention and visitor activity in the Corpus Christi Bay area. WHEREAS, the City desires to attract more visitors and conventioneers to Corpus Christi; WHEREAS, the City benefits directly by increased sales tax and hotel and motel occupancy tax income developed by visitors and conventioneers; WHEREAS, the City benefits indirectly through the economic activity of visitors and conventioneers who come to our City; and WHEREAS, CCCVB has professional personnel who are trained and experienced in the field of visitor and convention promotion, and the City desires to continue the professional promotion and advertising service through a contractual arrangement with CCCVB; NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows: 1. SCOPE OF SERVICES. 1.01. CCCVB shall perform the following services in a satisfactory and proper manner, as determined by the City Manager or the City Manager's designee. 1.02. The CCCVB shall, in accordance with the organization's mission, drive overnight visitors to the Corpus Christi area. Specific activities required include; (A) Lead attraction and support of meetings, conventions and tradeshows within Corpus Christi, including the following specific activities: a. solicit various organizations and associations to conduct meetings/ conventions/ tradeshows within Corpus Christi year-round; b. utilize various advertising/marketing techniques to promote City of Corpus Christi as a desirable year-round meeting and convention destination; c. provide support services to meetings and conventions in Corpus Christi; d. focus efforts on the City's Convention Center; (B) promote the City of Corpus Christi as a year-round, leisure tourism destination; (C) design and implement an advertising campaign with state, national, and international coverage to feature the Corpus Christi area as an attractive region for tourism; Page 1 of 11 (D)support for special events that will create overnight visitors; (E) maintain high quality, updated website and printed materials for visitors; (F) serve as main point of information for inquiries related to tourism and convention - related business in the Corpus Christi area; (G)operate visitor information center(s); (H) research and advise the City on projected growth of tourism and convention - related business to assist City planning efforts, including expanding segments of the industry, such as sports tourism, cultural tourism and nature tourism; (I) provide feedback to City, as requested, to facilitate policy decisions made in the interest of tourism promotion' (J) act as a liaison for the City in its relationships with the music and film industries; (K) perform all responsibilities of tourism and marketing; (L) perform additional duties as agreed upon by both parties which are consistent with the organization's mission statement. 2. APPROPRIATIONS AND AUDIT 2.01. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. 2.02. CCCVB must maintain revenue provided under this Agreement in a separate account established for that purpose and may not commingle City funds with any other funds. 2.03. Expenditures exceeding the total budgeted amount must be paid from clearly identified funds of CCCVB. 2.04. Interest earned on funds contributed to CCCVB by the City must be clearly identified, credited, and reflected on the books as resulting from the investment of the funds and the interest earned must be available for CCCVB use within the convention and visitor fund account_ 2.05. The parties agree that receipt of these funds creates a fiduciary duty of the CCCVB. 2.06. CCCVB shall provide an Independent audit for expenditures of funds allocated under this agreement for each year based on a fiscal year ending September 30. 2.07. Accounting records and the necessary independent audits must conform to the accounting standards as promulgated by the American Institute of Certified Public Accountants and to the requirements of applicable state law, so as to include a statement of support, revenues, expenses, and balance sheets for all funds. Page 2 of 11 2.08. Early reports of an independent audit of the CCCVB's expenditures and revenues during the previous fiscal year performed by a Certified Public Accountant under Generally Accepted Accounting Principles (GMP) must be submitted to the City Manager within ninety (90) days after the end of each fiscal year that this Agreement is in effect. 2.09. City shall have the right during each calendar year or fiscal year to authorize an audit of CCCVB's records pertaining to its revenues and expenditures of funds allocated under this agreement. Such audits shall be undertaken by City's staff or a firm of Certified Public Accountants satisfactory to City. The cost of such audit shall be paid by City. 3. RECORDS. 3.01. The books of account of the convention and visitor fund held by CCCVB must be maintained in a form approved by the City s Director of Finance, and must be available for inspection and copying by the Director, and the Director's duly authorized agents and representatives during regular business hours of CCCVB. Records must be maintained for at least 3 years after the expiration or termination of this agreement. 4. REPORTS. 4.01. Business Plan: By July 31 of each year the CCCVB shall provide City Manager with a Business/Marketing Plan that outlines the overall objectives of the CCCVB. The Plan must describe the plan of action for the upcoming year, including strategic markets; a line item budget; and significant initiatives The Plan will be in a format similar to the City's Business Plan template. Opportunities to promote City -funded venues must be specifically identified and included in the plan. Other information necessary to describe the CCCVB's efforts must be included, as well. 4.02 Required Quarterly Reports: The CCCVB shall provide quarterly reports to the City on expenditures of Hotel Occupancy Tax ("HOT") funds, in accordance with Tax Code §351.101 (c), 4.03. Performance Reports: The CCCVB shall periodically report to the City Council on the activities and work accomplished. The CCCVB shall make any special presentations or prepare specific reports, if requested by the City Council, within 30 days of the request. 4.04. Annual Report. The CCCVB shall report annually on the outcomes of the performance measures presented in the Business/Marketing Plan for the previous year. The Annual Report is due within sixty (60) days after the end of each fiscal year while this Agreement is in effect. the Annual Audi referenced in Section 2 shall be provided promptly upon completion but in any event within ninety (90) days after the end of each fiscal year. PERFORMANCE MEASURES. Page 3of11 5.01. The performance of the CCCVB under this Agreement is based on level of hotel occupancy tax earned. 5.02. CCCVB shall be deemed to have met its performance requirements for a particular fiscal year if the amount of the City's 7% portion of the hotel occupancy tax earned and received by City for that fiscal year meets or exceeds the minimum threshold of $6,200,000. 5.03. CCCVB's fiscal year runs from October 1 through September 30. 6. CONDUCT OF SERVICES 6.01. All of the Services provided by the CCCVB under this Agreement must be in conformity with the purposes for which the HOT revenues may be expended as authorized in the laws of the State of Texas. 7. BOND. 7.01. The officers and employees of CCCVB designated to withdraw funds from the convention and visitor fund must be covered by a blanket fidelity bond in a penal sum of $100,000. The bond must be provided by CCCVB, issued by a corporate surety designating CCCVB as named insured, the City as an additional named insured, and in the form as to be approved by the City Attorney. 8. COMPENSATION. 8.01. Hotel Occupancy Tax Share: The City agrees that for the convention and visitor services performed by CCCVB under this Agreement, the City shall pay CCCVB annually the sum of 44% of the City's 7% hotel occupancy tax receipts received by the City for the CCCVB's current fiscal year, but specifically excepting all hotel occupancy tax receipts received by the City that are generated from any and all districts of the Schlitterbahn Beach Country project described in the Chapter 380 Economic Development Incentive Agreement Between the City of Corpus Christi, Texas and Upper Padre Partners, LP and North Padre Waterpark Holdings, LTD approved by the City Council by Resolution No. 029487 on May 22, 20'12 ("Schlitterbahn"), divided into monthly payments described in Section 8.02. The amount to be paid to CCCVB is referred to in this Agreement as the Contract Amount. 8.02 HOT Trigger of Renegotiation. Should hotel/motel tax receipts received by the City for the twelve months ending March 31 in any year fall below $6,200,000, the Contract Amount for the following fiscal year may be renegotiated. Each of the above amounts must be calculated based upon the amount of City hotel/motel tax receipts received by the City, excluding the two percent increase adopted in 1999 for convention center expansion and revenues authorized to clean and maintain public beaches by Chapters 156 and 351, Texas Tax Code. Page 4 of 11 8.03. Payment Schedule: During the term of this Agreement, the City shall pay to CCCVB a sum equal to one -twelfth of the annual amount payable to CCCVB for the convention and visitor services provided under this Agreement on or about the first of each month; provided however, the City Manager is authorized to alter the payment schedule to increase payments early in the year if the payments are justified by documentation provided by CCCVB. 9. BOARD OF DIRECTORS 9.01. The affairs of the CCCVB shall be governed by a board of directors ("Board"), which must be composed of thirteen (13) members selected directly by the City Council of the City. The members must be representatives of the following groups: 3 members frorn the hotel ineustty; 3 members from the attraction industry; 2 members frorn the restaurant industry; and 5 members from the community at large. 9.02 The Mayor and City Manager, or their designees, shall serve as ex -Officio advisory non-voting members of the Board. In addition, the Council will appoint a representative from the Port of Corpus Christi Authority, a representative from the Corpus Christi International Airport, and a representative from the Regional Transportation Authority to serve as ex -officio advisory non-voting members 9.03. Appointments to the Board will oe for staggered, two-year terms. Current members of the Board may serve until their current terms expire. No person may serve as a voting member of the Board for a period A:;nger than six years consecutively, unless the service is required by virtue of the person's position or title or to complete an unexpired term. 9.04. The CCCVB may snake recommendations to the City Council for directors as directors' terms expire, but the CCCVB always shall nominate two (2) more individuals than the total number of positions available. The City Council will provide serious consideration to the Board's recommendations, but is not restricted to select members submitted by the CCCVB or any other group. 9.05. Unexcused absences from more than twenty five (25) percent of regularly scheduled meetings ourilig a term ;ear must result in an automatic vacancy, which vacancy must be prompti' reported to the City Council. An absence must be unexcused unless excused by the board for good cause no later than its next meeting after the absence. Any member, otherwise eligible, may not be precluded from reappointment by reason of the automate vacancy. Page 5 0111 9.06. CCCVB's Board of Directors may establish those standing committees it deems necessary. The Board is authorized to and must employ a President/Chief Executive Officer to exercise day to day management and administration of CCCVB. 9.07. The Board of Directors will operate under bylaws developed by the Board. Changes to the bylaws may be made only by a two-thirds vote of CCCVB's Board of Directors. No change in bylaws may be considered, which is inconsistent with any provision of this Agreement, The City Manager will be notified of any proposed changes to the bylaws at least two weeks prior to the adoption of the bylaws by the Board of Directors. 9.08. CCCVB agrees that meetings of its board of directors must be open to the public, and the meetings may be closed only when the board determines that an executive session is necessary for tl le purpox 01 discussing proprietary business. 9.09. The City and CCCVB agree trial: in no event may the City be liable for any contracts made by CCCVB with any person, firm, corporation, association, or governmental body. 9.10. The City and CCCVB agree that in no event may the City be liable for any damages, injuries, or losses charged to or adjuoged against CCCVB arising from its operations, or the use or maintenance of its facilities, 10. TERM AND TERMINATION 10.01. The term of the Agreement commences as of October 1, 2015 and continues until September 30, 2018, subject to termination as provided in this Agreement. 10.02. Either party may terminate this Agreement at any time for any reason by giving one year's prior written notice to the other party. In the event the City cancels this Agreement upon one yaw's notice, the City assumes any obligations of the convention and visitor's fund with a term of less than one year and any other obligation approved In advance by the City Manager. The City reserves the right to terminate the contract without notice for cause. 11. MISCELLANEOU,:i 11.01. This Agreement replaces and supersedes all other contracts and understandings previously made between the City and CCCVB. 11.02. CCCVB specifically reserves the right to change its name as a corporate entity and do business under one or mo e assumed names in compliance with the laws of the State of Texas. No chp ge of mile rhe or use of additional names may be deemed a modification of this Agreement. 11.03. CCCVB shall cortiJly with all applicable Federal, State, and local laws, rules and regulations in providing services under this agreement. Page 6 of 11 11.04. All notices, requests or other communications related to this Agreement must be made in writing and may be given by: (a) depositing same in the United States Mail, postage prepaid, certified, return receipt requested, addressed as set forth in this paragraph; or (b) delivering the same to the party to be notified. Notice given under (a) of the prior sentence are effective upon deposit In the United States mail. The notice addresses of the parties, until changed as provided in this Agreement, are as follows: City: City of Corpus Christi, Texas Attention: Ronald L. Olson, City Manager 1201 Leopard Street P.0 Box 92T, Corpus Christi, Texas 78469 CCCVB: Corpus Christi Area Convention & Visitors Bureau Attention: Chief Executive Officer 1201 Shoreline Drive Corpus Christi, Texas 78401 11.05. If for any reason any section i, paragraph, subdivision, clause, phrase, word, or provision of this Agreement is held t valid or unconstitutional by fatal judgment of a court of competent jurisdiction, it may not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this Agreement, for It is the definite intent of the parties that every section, paragraph, subdivision, clause, phrase, word, or provision of this Agreement be given luil force and effect for its purpose. 11.06. No amendments, modifications, or other changes to this Agreement are valid or effective absent the written agreement of the parties. This Agreement may be executed in one or more counterparts, each of which are deemed an original, and all of which constitute but one and the same instrument. 11.07. It is understood and agreed that CCCVB may copyright, to the use and benefit of the City of Corpus Cnnsti, any material or document it deems appropriate and qualified for copyright and may administer the copyrights for ti- City during the term of this Agreement. 11.08. CCCVB agrees to comply with attached Exhibit A regarding insurance requirements. Executed on the dates indicated b tow binding the respective parties as of the date of last signature. Page 7 of 11 CITY OF CORPUS CHRISTI, TEXAS CORPUS CHRISTI CONVENTION & VISIT RS BUREAU By: Ronald L. Olson Paulette Kluge City Manager Chief Exk � tiv e�cer Date: Date: LI ATTEST: Rebecca Huerta City Secretary Page 8 of 11 EXHIBIT A - INSURANCE REQUIREMENTS I. CCCVB'S LIABILITY INSURANCE A. CCCVB may not commence work under this agreement until all Insurance required in this Agreement has been obtained and the City has approved the insurance. CCCVB may not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. CCCVB must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, showing the following miliinium coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for the General liability policy and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day written notice of cancellation, non -renewal, termination, or material chance is reouired on e1Lcertificates Bodily Injury and Property Damage Per occurrence/aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Form 2. Premises -- Operations 3. Products/ Completed Operations 4. Contractual Liabifty $1,000,000 COMBINED SINGLE LIMIT PROFESSIONAL LIABILITY: Coverage provided must cover officers, directors, employees and agents, including. 1. ERRORS and OMISSIONS '1,000,000 COMBINED SINGLE LIMIT In the event of accidents Df any kind, CCCVB must furnish the City's Risk Manager with copies of all reports of 7ccidents within 10 days of any accident. II. ADDITIONAL REQUIREMENTS A. CCCVB's financial integrity is of interest to the City; therefore, subject to CCCVB's right to maintain reasonable deductibles in such amounts as approved by the City, CCCVB shall obtain and maintain in full force and effect for the duration of this Contract, and any extension of the Agreement, at CCCVB's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas arid with an A.M. Best's rating of no Tess than A -VII. Page 9 of 11 B. The City is entitled, upon request and without expense, to receive copies of the policies, declarations pages, and a ; endorsements to the policies, as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties to this Agreement or the undervrriter of any such policies). CCCVB shall comply with any requests, and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. CCCVB shall pay any costs incurred resulting from the changes. All notices under this Exhibit must be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469.9277 Fax#: (361) 8264555 C. CCVB agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1. Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, with respect to operations and activities oi, or on behalf of, the named Insured performed under this Agreement with the City, with the exception of the workers' compensation and professional liability policies. 2. Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi, where the City is an additional insured shown on the policy. 3. Provide thirty (30' calendar "_:ays advance written notice directly to City of any suspension, canc.eliatien, non-ieriev.'al, or rr:aterial change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. D. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, CCCVB shall provide a replacement Certificate of Insurance and applicable endorsements to City. The City shah gave the option to suspend CCCVB's performance should there be a lapse in coverage at any time during this Agreement. Failure to provide and to maintain the required insurance constitutes a material breach of this contract. E. In addition to any other remed'as the City may have upon CCCVB's failure to provide and maintain any insurance or policy endorsements to the extent and within the time required, the City has the right to order CCCVB to stop work under this Agreement, and may withhold any payment that becomes due to CCCVB under this Agreement until Page 10 of 11 CCCVB demonstrates compliance with the requirements of this Exhibit. F. Nothing in this Exhibit may be construed as limiting In any way the extent to which CCCVB may be held responsible for payments of damages to persons or property resulting from CCCVB's or its subcontractors' performance of the work covered under this Agreement. G. It is agreed that CCCVB's Insurance is deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this Agreement. H. It is understood and agreed that the insurance required by this Exhibit is in addition to and separate frohri al ty other obligation contained in this contract. Page 11 of 11 AMENDED CONSULTING SERVICES AGREEMENT BETWEEN CITY OF CORPUS CHRISTI AND CORPUS CHRISTI CONVENTION & VISITORS BUREAU This Amended Consulting Services Agreement is executed by and between the City of Corpus Christi, Texas, a municipal corporation ("City") and the Corpus Christi Convention & Visitors Bureau ("CCCVB"), a private, Texas nonprofit corporation organized for the purpose of promoting convention and visitor activity in the Corpus Christi Bay area. WHEREAS, the City desires to attract more visitors and conventioneers to Corpus Christi; WHEREAS, the City benefits directly by increased sales ax and hotel and motel occupancy tax income developed by visitors and conventioneers; WHEREAS, the City benefits indirectly through the economic activity of visitors and conventioneers who come to our City; and WHEREAS, CCCVB has professional personnel who are trained and experienced in the field of visitor and convention promotion, and the City desires to continue the professional promotion and advertising service through a contractual arrangement with CCCVB; NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows: 1. SCOPE OF SERVICES. 1.01. CCCVB shall perform the following services in a satisfactory and proper manner, as determined by the City Manager or the City Manager's designee. 1.02. The CCCVB shall, in accordance with the organization's mission, drive overnight visitors to the Corpus Christi area. Specific activities required include; (A) Lead attraction and support of meetings, conventions and tradeshows within Corpus Christi, including the following specific activities: a. solicit various organizations and associations to conduct meetings/ conventions/ tradeshows within Corpus Christi year-round; b. utilize various advertising/marketing techniques to promote City of Corpus Christi as a desirable year-round meeting and convention destination; c. provide support services to meetings and conventions in Corpus Christi; d. focus efforts on the City's Convention Center; (B) promote the City of Corpus Christi as a year-round, leisure tourism destination; (C)design and implement an advertising campaign with state, national, and international coverage to feature the Corpus Christi area as an attractive region for tourism; Page 1 of 13 (D)support for special events that will create overnight visitors; (E) maintain high quality, updated website and printed materials for visitors; (F) serve as main point of information for inquiries related to tourism and convention -related business in the Corpus Christi area; fG)operate visitor information center(s); (H)research and advise the City on projected growth of tourism and convention -related business to assist City planning efforts, including expanding segments of the industry, such as sports tourism, cultural tourism and nature tourism; (I) provide feedback to City, as requested, to facilitate policy decisions made in the interest of tourism promotion; (J) act as a liaison for the City in its relationships with the music and film industries; (K) perform all responsibilities of tourism and marketing; (L) perform additional duties as agreed upon by both parties which are consistent with the organization's mission statement. 1.02. The CCCVB shall solicit various organizations and associations to conduct meetings/conventions/tradeshows within Corpus Christi year round. These target advertising/marketing techniques to promotc City of Corpus Christi as a desirable 1.03. CCCVB shall promote the City of Corpus Christi as a year round tourism public relations special promotions, and packaging. which to vacation or have conventions or group meetings. -tee' 1.06. CCCVB shall operate visitor information centers, as CCCVB deems appropriate, and convention related business in the Corpus Christi area. 1.08. CCCVB shall advise the City on projected growth of tourism and convention related business for the next five years to assist City planning efforts. 2. APPROPRIATIONS AND AUDIT 1 CCCVB Amded Agmt 8 2 12 Page 2 of 13 1 2.01. CCCV= • . • . - . _ _ . - _ - - - . _ e he City Council rcgarding CCCVB'J 2.0201. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council 2.0302. CCCVB must maintain revenue provided under this Agreement in a separate account established for that purpose and may not commingle City funds with any other funds. 1 2.0403. Expenditures exceeding the total budgeted amount must be paid from clearly identified funds of CCCVB. 1 1 1 1 1 2.0504. Interest earned on funds contributed to CCCVB by the City must be clearly identified, credited, and reflected on the books as resulting from the investment of the funds and the interest earned must be available for CCCVB use within the convention and visitor fund account. 2.0605. The parties agree that receipt of these funds creates a fiduciary duty of the CCCVB. 2.0706. CCCVB shall provide an Independent audit for expenditures of funds allocated under this agreement for each year based on a fiscal year ending September 30. 2.0-807. Accounting records and the necessary independent audits must conform to the accounting standards as promulgated by the American Institute of Certified Public Accountants and to the requirements of applicable state law, so as to include a statement of support, revenues, expenses, and balance sheets for all funds. 2.0908. Early reports of an independent audit of the CCCVB's expenditures and revenues during the previous fiscal year performed by a Certified Public Accountant under Generally Accepted Accounting Principles (GMP) must be submitted to the City Manager within ninety (90) days after the end of each fiscal year that this Agreement is in effect. 2.10 09 City shall have the right during each calendar year or fiscal year to authorize an audit of CCCVB's records pertaining to its revenues and expenditures of funds allocated under this agreement. Such audits shall be undertaken by City's staff or a firm of Certified Public Accountants satisfactory to City. The cost of such audit shall be paid by City. 3. RECORDS. 3.01. The books of account of the convention and visitor fund held by CCCVB must be maintained in a form approved by the City's Director of Finance, and must be available for inspection and copying by the Director, and the Director's duly authorized agents and Page 3 of 13 representatives during regular business hours of CCCVB. Records must be maintained for at least 3 years after the expiration or termination of this agreement. 4. REPORTS. 4.01. Business Plan: By September July 310 of each year the CCCVB shall provide City Manager with a Business/Marketing pPlan that outlines the overall objectives of the CCCVB. The Plan must describe the plan of action for the upcoming year, including strategic markets; a line item budget; and significant initiatives. The Plan will be in a format similar to the City's Business Plan template.LAMB2l Opportunities to promote cCity :funded venues must be specifically identified and included in the plan. Other information necessary to describe the CCCVB's efforts must be included, as well. 4.02 Required Quarterly Reports: The CCCVB shall provide quarterly reports to the City on expenditures of Hotel Occupancy Tax ("HOT") Ffunds, in accordance with Tax Code §351.101 (c).1rAMB31 4.032. Performance Reports: The CCCVB shall periodically report to the City Council on the activities and work accomplished. The CCCVB shall make any special presentations or prepare specific reports, if requested by the members of the City Council, within 30 days of the request. 4.043. Annual Reports. The CCCVB shall report annually on the outcomes of the performance measures presented in the Business/Marketing plan -Plan for the previous year. The Annual Report is due within sixty (60) days after the end of each fiscal year while this Agreement is in effect. The Report shall also include the Annual Audit; referenced in Section 2 -shall be provided promptly upon completion but in any event within ninety (90) days after the end of each fiscal year. 5. PERFORMANCE MEASURES. 5.01. The performance of the CCCVB under this agreement Agreement is based on level of hotel occupancy tax earned. 5.02. CCCVB shall be deemed to have met its performance requirements for a particular fiscal year if the amount of the City's 7% portion of the hotel occupancy tax earned and received by City for that CCCVB fiscal year meets or exceeds the minimum threshold of $6,200,000. 5.03. Subject to the approval of the City Manager, the CCCVB shall, before undertaking any special marketing campaign that is specifically funded by the Special Marketing Fund, project the percentage increase in anticipated increase In Hotel Occupancy Tax ("HOT") revenues are expected over the prior three year rolling average of HOT revenues. 5.04. Page 4 of 13 CCCVB's fiscal year runs from October 1 through September 30, accordingly. 6. CONDUCT OF SERVICES 6.01. All of the Services provided by the CCCVB under this Agreement must be in conformity with the purposes for which the HOT revenues may be expended as authorized in the laws of the State of Texas. 7. BOND. 7.01. The officers and employees of CCCVB designated to withdraw funds from the convention and visitor fund must be covered by a blanket fidelity bond in a penal sum of $100,000. The bond must be provided by CCCVB, issued by a corporate surety designating CCCVB as named insured, the City as an additional named insured, and in the form as to be approved by the City Attorney. 8. COMPENSATION. 8.01. Hotel Occupancy Tax Share: The City agrees that for the convention and visitor services performed by CCCVB under this Agreement, the City shall pay CCCVB annually the sum of '10%44% of the City's 7% hotel occupancy tax receipts received by the City for the CCCVB's current fiscal year, but specifically excepting all hotel occupancy tax receipts received by the City that are generated from any and all districts of the Schlitterbahn Beach Country project described in the Chapter 380 Economic Development Incentive Agreement Between the City of Corpus Christi, Texas and Upper Padre Partners, LP and North Padre Waterpark Holdings, LTD approved by the City Council by Resolution No. 029487 on May 22, 2012 ("Schlitterbahn"), divided into monthly payments described in Section 8.02. The amount to be paid to CCCVB is referred to in this Agreement as the Contract Base Amount. 8.02 HOT Trigger of Renegotiation: Provided, however, that should Should hotel/motel tax receipts received by the City for the twelve months ending March 31 in any year fall below $6,200,000, the Base Contract Amount for the following fiscal year may be renegotiated. Each of the above amounts must be calculated based upon the amount of City hotel/motel tax receipts received by the City, excluding the two percent increase adopted in 1999 for convention center expansion and revenues authorized to clean and maintain public beaches by Chapters 156 and 351, Texas Tax Code. 8.032. Payment Schedule: During the term of this Agreement, the City shall pay to CCCVB a sum equal to one -twelfth of the trial annual amount payable to CCCVB for the convention and visitor services provided under this Agreement on or about the first of each month; provided however, the City Manager is authorized to alter the payment schedule to increase payments early in the year if the payments are justified by documentation provided by CCCVB. Page 5 of 13 any and all districts of Schlitterbahn, and excluding the 2% dedicated to repay the debt on for inflation or deflation, is as follows: Fiscal Y Amount of 7% hotel tax receipts 2007 $6,000,000 2008 $6,180,000 2009 $6,365,100 20-1-0 $6,750,000 The 3 year rolling average for fiscal year 2010 is $6,181,800, thc average of thc receipts el els le° average by more than 5% would bc $6,490,890 ($6,181,800 X 105% equals $6,490,890). Therefore, in this example, the incentive base to CCCVB in fiscal y ar 2010 would bc the difference between collections of $6,750,000 and $6,490,890, which equals $259,110. Therefore, 55% of $259,110, or $142,511, would be paid as an incentive to the CCCVB. increase in the HOT collections, the prior year's HOT collection plus 5% will be substituted for the actual collection for that year. (The example above does not reflect any adjustments for inflation or deflation.) increase in the threshold required to bc surpassed for thc CCCVB to be eligible for the increased incentive payment (i.e., current rate is 5%). 8.05. The City reserves the right to renegotiate the CCCVB's accountability for return on _ • agreement. e 8.06. To receive an incentive payment, CCCVB must be in compliance with all terms of this Agreement. 8.07 For the convention and visitor services provided by CCCVB from August 1, 2014 through September 30, 2014, the City shall pay CCCVB $659, 120.00. 9. BOARD OF DIRECTORS 9.01. The affairs of the CCCVB shall be governed by a board of directors ("Board"), which Page 6 of 13 must be composed of thirteen (13) members selected directly by the City Council of the City. The members must be representatives of the following groups: 3 members from the hotel industry; 3 members from the attraction industry; 2 members from the restaurant industry; and 5 members from the community at large. 9.02 The Mayor and City Manager, or their designees, shall serve as ex -Officio advisory non-voting members of the Board. In addition, the Council will appoint a representative from the Port of Corpus Christi Authority, a representative from the Corpus Christi International Airport, and a representative from the Regional Transportation Authority to serve as ex -officio advisory non-voting members 9.03. Appointments to the Board will be for staggered, two-year terms. Current members of the Board may serve until their current terms expire. No person may serve as a voting member of the Board for a period longer than six years consecutively, unless the service is required by virtue of the person's position or title or to complete an unexpired term. 9.04. The CCCVB may make recommendations to the City Council for directors as directors' terms expire, but the CCCVB always shall nominate two (2) more individuals than the total number of positions available. The City Council will provide serious consideration to the Board's recommendations, but is not restricted to select members submitted by the CCCVB or any other group. 9.05. Unexcused absences from more than twenty five (25) percent of regularly scheduled meetings during a term year must result in an automatic vacancy, which vacancy must be promptly reported to the City Council. An absence must be unexcused unless excused by the board for good cause no later than its next meeting after the absence. Any member, otherwise eligible, may not be precluded from reappointment by reason of the automatic vacancy. 9.06. CCCVB's Board of Directors may establish those standing committees it deems necessary. The Board is authorized to and must employ a President/Chief Executive Officer to exercise day to day management and administration of CCCVB. 9.07. The Board of Directors will operate under bylaws developed by the Board. Changes to the bylaws may be made only by a two-thirds vote of CCCVB's Board of Directors. No change in bylaws may be considered, which is inconsistent with any provision of this Agreement, The City Manager will be notified of any proposed changes to the bylaws at least two weeks prior to the adoption of the bylaws by the Board of Directors. 9.08. CCCVB agrees that meetings of its board of directors must be open to the public, Page 7 of 13 and the meetings may be closed only when the board determines that an executive session is necessary for the purpose of discussing proprietary business. 9.09. The City and CCCVB agree that in no event may the City be liable for any contracts made by CCCVB with any person, firm, corporation, association, or governmental body. 9.10. The City and CCCVB agree that in no event may the City be liable for any damages, injuries, or losses charged to or adjudged against CCCVB arising from its operations, or the use or maintenance of its facilities. 10. TERM AND TERMINATION 10.01. The term of the Agreement commences as of November 1, 2010October 1, 2015 and continues until September 30, 20452018, subject to termination as provided in this Agreement. 10.02. Either party may terminate this Agreement at any time for any reason by giving one year's prior written notice to the other party. In the event the City cancels this Agreement upon one year's notice, the City assumes any obligations of the convention and visitor's fund with a term of less than one year and any other obligation approved In advance by the City Manager. The City reserves the right to terminate the contract without notice for cause. 11. MISCELLANEOUS 11.01. This Agreement constitutes a novation replaces -and supersedes all other contracts and understandings previously made between the City and CCCVB. 11.02. CCCVB specifically reserves the right to change its name as a corporate entity and do business under one or more assumed names in compliance with the laws of the State of Texas. No change of name or use of additional names may be deemed a modification of this Agreement. 11.03. CCCVB shall comply with all applicable Federal, State, and local laws, rules and regulations in providing services under this agreement. 11.04. All notices, requests or other communications related to this Agreement must be made in writing and may be given by: (a) depositing same in the United States Mail, postage prepaid, certified, return receipt requested, addressed as set forth in this paragraph; or (b) delivering the same to the party to be notified. Notice given under (a) of the prior sentence are effective upon deposit In the United States mail. The notice addresses of the parties, until changed as provided in this Agreement, are as follows: City: City of Corpus Christi, Texas Attention: Ronald L. Olson, City Manager 1201 Leopard Street Page 8 of 13 1 1 P.O. Box 9277 Corpus Christi, Texas 78469 CCCVB: Corpus Christi Area Convention & Visitors Bureau Attention: Chief Executive Officer 1201 Shoreline Drive Corpus Christi, Texas 78401 Attn: Chief Executive Officer 11.05. If for any reason any section, paragraph, subdivision, clause, phrase, word, or provision of this Agreement is held Invalid or unconstitutional by final judgment of a court of competent jurisdiction, it may not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this Agreement, for It is the definite intent of the parties that every section, paragraph, subdivision, clause, phrase, word, or provision of this Agreement be given full force and effect for its purpose. 11.06. No amendments, modifications, or other changes to this Agreement are valid or effective absent the written agreement of the parties. This Agreement may be executed in one or more counterparts, each of which are deemed an original, and all of which constitute but one and the same instrument. 11.07. It is understood and agreed that CCCVB may copyright, to the use and benefit of the City of Corpus Christi, any material or document it deems appropriate and qualified for copyright and may administer the copyrights for ti- City during the term of this Agreement. 11.08. CCCVB agrees to comply with attached Exhibit A regarding insurance requirements. Executed on the dates indicated below binding the respective parties as of the date of last signature. CITY OF CORPUS CHRISTI, TEXAS CORPUS CHRISTI CONVENTION & VISITORS BUREAU By: By: Ronald L. Olson Paulette Kluge City Manager Chief Executive Officer Date: Date: ATTEST: Rebecca Huerta City Secretary Page 9 of 13 1 Page 10 of 13 1 EXHIBIT A- INSURANCE REQUIREMENTS I. CCCVB'S LIABILITY INSURANCE A. CCCVB may not commence work under this agreement until all Insurance required in this Agreement has been obtained and the City has approved the insurance. CCCVB may not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been obtained. B. CCCVB must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for the General liability policy and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day written notice of cancellation, non -renewal, termination, or material chanae is reauired on all certificates Bodily Injury and Property Damage Per occurrence/aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability $1,000,000 COMBINED SINGLE LIMIT PROFESSIONAL LIABILITY: Coverage provided must cover officers, directors, employees and agents, including: 1. ERRORS and OMISSIONS $1,000,000 COMBINED SINGLE LIMIT In the event of accidents of any kind, CCCVB must furnish the City's Risk Manager with copies of all reports of accidents within 10 days of any accident. II. ADDITIONAL REQUIREMENTS A. CCCVB's financial integrity is of interest to the City; therefore, subject to CCCVB's right to maintain reasonable deductibles in such amounts as approved by the City, CCCVB shall obtain and maintain in full force and effect for the duration of this Contract, and any extension of the Agreement, at CCCVB's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A -VII. Page 11 of 13 B. The City is entitled, upon request and without expense, to receive copies of the policies, declarations pages, and all endorsements to the policies, as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties to this Agreement or the underwriter of any such policies). CCCVB shall comply with any requests, and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. CCCVB shall pay any costs incurred resulting from the changes. All notices under this Exhibit must be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 Fax#: (361) 826-4555 C. CCVB agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1. Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, with respect to operations and activities of, or on behalf of, the named Insured performed under this Agreement with the City, with the exception of the workers' compensation and professional liability policies. 2. Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi, where the City is an additional insured shown on the policy. 3. Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal, or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. D. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, CCCVB shall provide a replacement Certificate of Insurance and applicable endorsements to City. The City shall have the option to suspend CCCVB's performance should there be a lapse in coverage at any time during this Agreement. Failure to provide and to maintain the required insurance constitutes a material breach of this contract. E. In addition to any other remedies the City may have upon CCCVB's failure to provide and maintain any insurance or policy endorsements to the extent and within the time required, the City has the right to order CCCVB to stop work under this Agreement, and may withhold any payment that becomes due to CCCVB under this Agreement until CCCVB demonstrates compliance with the requirements of this Exhibit. Page 12 of 13 F. Nothing in this Exhibit may be construed as limiting In any way the extent to which CCCVB may be held responsible for payments of damages to persons or property resulting from CCCVB's or its subcontractors' performance of the work covered under this Agreement. G. It is agreed that CCCVB's Insurance is deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this Agreement. H. It is understood and agreed that the insurance required by this Exhibit is in addition to and separate from any other obligation contained in this contract. Page 13 of 13 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of September 22, 2015 Second Reading Ordinance for the City Council Meeting of September 29, 2015 DATE: TO: September 4, 2015 Ronald L. Olson, City Manager FROM: Alyssa M. Barrera, Business Liaison — City Manager's Office AlyssaB@cctexas.com (361) 826-3356 Resolution authorizing the City Manager or designee to approve Interlocal Cooperation Agreement with the Corpus Christi Downtown Management District. CAPTION: Resolution authorizing the City Manager or designee to execute the FY 2016 Interlocal Cooperation Agreement with the Corpus Christi Downtown Management District. PURPOSE: The purpose of this item is to approve the FY 2016 Interlocal Cooperation Agreement ("FY 2016 Agreement") with the Corpus Christi Downtown Management District ("CCDMD"). BACKGROUND AND FINDINGS: Since 2004, the City of Corpus Christi has had an Interlocal Agreement with the CCDMD to provide for downtown Corpus Christi redevelopment. The most recent Interlocal Agreement was adopted on February 2012, with an annually renewing term. In 2014, with the leadership of a new Executive Director, the CCDMD developed a Three -Year Strategic Plan. In the fall of 2014, Council motioned to support the CCDMD's new Three -Year Strategic Plan and directed staff to come back with action to address the highest priority issue, safety. Staff and the CCDMD worked together to develop the Safety & Security Partnership Program, which was approved as an agreement by Council. The Safety & Security Partnership Program Agreement had a nine-month term, so that the Program could be incorporated in a new FY 2016 Agreement, if it was successful. Upon updating the FY 2016 Agreement to incorporate the Safety & Security Partnership, staff saw additional opportunities to provide clarity, transparency and consistency. In this update, the following three key changes occur: • Incorporation of Three -Year Strategic Plan; • Identification of Additional Services Requested by the City; • Incorporation of the Safety & Security Partnership Program. The previous agreement focused on a prescribed set of services requested by the City, was confusing to administer and created an entire new set of tasks on which to measure performance. The FY 2016 Agreement is clear, flexible and simple to administer, allowing the CCDMD and staff to focus on revitalization efforts. ALTERNATIVES: The alternative was to maintain the 2012 annually renewing Interlocal Agreement. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: N/A EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2015-2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $300,000 BALANCE $300,000 Fund(s): 1020-14690 Comments: This item is subject to annual budget appropriations. RECOMMENDATION: Staff recommends approval of the resolution to execute a new FY 2016 Interlocal Agreement. LIST OF SUPPORTING DOCUMENTS: Resolution — FY 2016 DMD Interlocal Agreement Agreement — FY 2016 DMD Interlocal Redlined Agreement — FY 2016 DMD Interlocal Resolution authorizing an Interlocal Agreement with the Downtown Management District Be it resolved by the City Council of the City of Corpus Christi, Texas, as follows: The City Manager or designee is authorized to execute an Interlocal Agreement with the Downtown Management District. A copy of the agreement is on file in the office of the City Secretary. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas of Nelda Martinez Mayor The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Lucy Rubio Brian Rosas Mark Scott Carolyn Vaughn INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND THE CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT TO ENCOURAGE THE REDEVELOPMENT OF DOWNTOWN CORPUS CHRISTI This Interlocal Cooperation Agreement ("Agreement") is made between the Corpus Christi Downtown Management District ("DMD"), created under Chapter 375 of the Texas Local Government Code, and the City of Corpus Christi, Texas ("City") a municipal corporation. WHEREAS, the DMD and the City desire to enter into an Agreement under the Interlocal Cooperation Act to provide for Downtown Corpus Christi redevelopment ("Project"); Now, therefore, in consideration of the mutual covenants in this Agreement, the City and the DMD (each, "Party") authorized by appropriate actions of their governing bodies, agree as follows: Article I. DEFINITIONS "Corpus Christi Downtown Management District" means a municipal management district created under Chapter 375 of the Texas Local Government Code, for the area bounded to the north by Interstate Highway 37, to the south by Kinney Street, to the west by North Lower Broadway, and to the east by Corpus Christi Bay and includes the area within the Corpus Christi Marina. Article II. SERVICES 2.01 General Services Requested by City. In accordance with the DMD's Three Year Strategic Plan (Attachment A), DMD shall provide the following services to assist in the redevelopment of Downtown Corpus Christi: (a) DMD Operations — Create a cleaner, safer, more beautiful and accessible DMD and Greater Downtown Area. (b) Development & Improvement — Attract new businesses, development and residences; increase sales activity and street level occupancy and improve existing buildings and urban design. (c) Marketing & Events — Increase sales, visitorship and investment in the DMD and improve DMD visibility through strategic marketing and developing/managing events. (d) Organization Management — Continue to build organizational capacity, relevance and recognition in the community. 2.02 Additional Services Requested by City. In addition to the DMD's stated priorities in the Three Year Strategic Plan, the City requests specific activities to be undertaken by the DMD as follows: (a) Landscaping Advisory and Maintenance — Assist the City in planning optimal landscaping and greenery for public improvement projects. Assume 1 maintenance for installed features upon completion of construction, as mutually agreed upon. (b) Property Management - Assist the City with code enforcement and rehabilitation projects within Corpus Christi, including ensuring the proper maintenance of vacant buildings, by acting as a resource to the City. (c) Research - Conduct surveys of the owners of businesses and properties within Downtown Corpus Christi to determine their needs and priorities, also researching best practices, and fulfilling these needs and priorities. (d) TIRZ #3 Administration- Assist the City with the administration of a Tax Increment Reinvestment Zone #3 to support infrastructure improvements within Downtown Corpus Christi, and adjacent areas; recommend projects for consideration of the TIRZ#3, and implement projects that accomplish goals of redevelopment, and make a recommendation to the City for one DMD representative to be appointed to the Board of Directors of TIRZ #3. (e) Parking Advisory Committee- Nominate two DMD representatives to be appointed members of the Parking Advisory Committee in compliance with Section 53-196(b)(1)(b), Code of Ordinances. Section 2.03 Safety & Security Partnership In accordance with the Safety & Security Partnership Scope of Services (Attachment B), DMD agrees to provide City with Bike Patrol Officers and Downtown Ambassadors to patrol the Downtown. DMD also agrees to provide City with a police supervisor to do the necessary recruiting and scheduling of the officers (fill schedule developed by DMD).The Bike Patrol Officers (may also walk or utilize Segways) will be Off -Duty Police Officers of the City Police Department who have received the necessary approvals from the City Police Chief. City shall compensate DMD in an amount of at least One Hundred Thousand Dollars ($100,000), subject to annual allocation by City Council, for services performed under the Partnership, including necessary supplies, liability insurance, equipment and maintenance costs for the Partnership. DMD shall submit properly itemized invoices for services performed under this Agreement and shall cooperate with and provide any other necessary information, including Benchmark performance to City. City shall pay DMD within thirty (30) days after receipt of such properly itemized invoices according to the Texas Prompt Payment Act. City and DMD agree that the police officers and security ambassadors are not employees of the City when contracted or employed by the DMD. As such, DMD is solely responsible for all employment-related taxes. DMD acknowledges that the City is not responsible for any losses related to DMD's or the officers and ambassadors' actions. DMD has no authority, express or implied, to bind or obligate City in any way. DMD shall maintain insurance coverage as outlined in Attachment C, attached hereto and incorporated herein for all purposes. 2 Section 2.04 Annual Service Plan. Each year, the DMD shall provide a Service Plan, which outlines the overall objectives of the DMD, to the City Manager. The Plan must describe the plan of action for the upcoming year, including a line item budget and significant initiatives. (a) Draft Plan - By August 1 of each year, the DMD shall prepare and deliver to the City Manager or the City Manager's designee ("City Manager") a preliminary plan to deliver services to Downtown Corpus Christi during next fiscal year. The preliminary plan must address City Council goals for Downtown Corpus Christi, including a plan to increase commerce in Downtown Corpus Christi, and must state the DMD's revenue received from the DMD's ad valorem taxes from the previous fiscal year. (b) Final Plan - By October 1 of each year, the DMD shall submit a final plan to the City Manager. Section 2.05 City Obligations In order to support the DMD in accomplishing the objectives outlined in this agreement the City shall: (a) Appoint a representative from the City to serve in advisory capacity to the DMD's Board of Directors. (b) Assist the DMD with its best efforts in order to carry out the objectives outlined in the Agreement, including waiving of Administrative Fees, supporting DMD pre - approved, reoccurring special events in designated locations, and providing information, as requested by DMD. Article III. FINANCIAL REQUIREMENTS Section 3.01 Subject to Annual Appropriations The parties agree and understand that funding under this Agreement is subject to annual appropriations by the City Council, and that each fiscal year's funding must be included in the City's budget for that year. Funding is not effective until the City's budget is approved by the City Council. Section 3.02 City Match In consideration for the DMD's performance under this Agreement (outside Section 2.03), City agrees to make payment to the DMD matching the DMD's revenue received from the DMD's ad valorem taxes each fiscal year, in four equal quarterly payments, for work performed during the fiscal year. (a) The payments to the DMD will be based on the DMDs revenue received from the DMD's ad valorem taxes from the previous fiscal year, as certified by the Appraisal DMD by July 31 of the current calendar year, from the previous fiscal year. (b) The quarterly payments will be made no later than thirty (30) days after the last business day of the last month of each fiscal year quarter. If the DMD has not received their quarterly payment from the City by that due date, the DMD shall give the City Finance Director notice in writing no later than fifteen days (15) days after that missed due date, requesting payment. (c) The City's payments are contingent upon receipt of the DMD's Quarterly Report 3 for each fiscal quarter, as required by Section 4.01 of this Agreement, within thirty (30) days of the end of that fiscal quarter. (d) Any annual increase in the City's payments to the DMD may not exceed the percentage increase in ad valorem taxes received by the City over the prior year, unless mutually agreed upon by City and DMD. Section 3.03 Use of Funds The DMD shall use funds provided under this Agreement for purposes outlined herein and no other. The funds provided for under this Agreement must be budgeted for administrative expenses. Section 3.04 Interest Earned Interest earned on funds contributed to the DMD by the City must be clearly identified, credited, and reflected on the books as resulting from the investment of the funds. The interest earned is available for the DMD's use. Section 3.05 Fiduciary Duty The parties agree that receipt of these funds creates a fiduciary duty of the DMD. Section 3.06 Audit Requirement The DMD shall provide an independent audit for expenditures of funds allocated under this agreement for each year based on its fiscal year. The DMD shall provide a copy of the independent audit to the City Manager within one hundred twenty (120) days after the end of the DMD's fiscal year, as an addendum to the Annual Report. The City has the right to its own audit of funds provided under this agreement, with appropriate prior notice to the DMD. Section 3.07 Generally Accepted Accounting Principles The accounting records and independent audit must conform to the accounting standards as promulgated by a Certified Public Accountant under Generally Accepted Accounting Principles ("GAAP") and to the requirements of applicable state law, so as to include a statement of support, revenues and expenses, and balance sheets for all funds. Section 3.08 Financial Records The books of account of the funds held by the DMD must be maintained in a form approved by the City's Director of Finance, and must be available for inspection and copying by the Director, or the Director's authorized agents and representatives, during regular business hours of the DMD. Records must be maintained for at least 3 years after the expiration or termination of this agreement. Article IV. PERFORMANCE REPORTS & MEASUREMENT Section 4.01 Performance Reports The DMD shall report quarterly to the City Council on its activities and work accomplished. The DMD shall make any special presentations or prepare specific reports, if requested by the members of the City Council, within thirty (30) days of a request. 4 The Quarterly Performance Report is due within thirty (30) days after the end of each fiscal quarter and should include: a. A description of each project undertaken by the DMD in fiscal quarter. b. The status of projects. c. The amounts expended on each project. d. The accomplishments of its performance measures for the fiscal year, as specified in Article V of this Agreement. Section 4.02 Annual Report The DMD shall be deemed to have met its performance requirements for the fiscal year upon accomplishment of the objectives outlined in Section 2.01 of this Agreement. The DMD will prepare an Annual Report summarizing the accomplishments of the year. Article V. MISCELLANEOUS Section 5.01 Implementation The City Manager and Executive Director for the DMD are authorized and directed to take all steps necessary or convenient to implement this Agreement. Section 5.02 Warranty This Agreement has been officially authorized by the governing body of the City and the DMD, and each signatory to this Agreement guarantees and warrants that the signatory has full authority to execute this Agreement and to legally bind their respective party to this Agreement. Section 5.03 Expending Funds Any payment made by the DMD or the City for any of the costs or expenses that either incurs under this Agreement must be made out of current revenues available to the paying party as required by the Interlocal Cooperation Act. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by the City are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then City shall have the right to terminate this Agreement without penalty by giving prior written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. City agrees that it will make its best efforts to obtain sufficient funds including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full. Section 5.04 Term of Agreement The effective date of this Agreement ("Effective Date") is October 1, 2015, after the last approval by one of the Parties, for a term of one year, automatically renewing annually, unless either party cancels its participation by giving written notice to the other parties at least sixty days before the end of each annual term. The continuation and renewal of this 5 agreement is contingent upon the continued existence of the DMD. Section 5.05 Severability If any portion of this Agreement, or its application to any person or circumstance, is ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Agreement is not affected and continues to be enforceable under its terms. Section 5.06 Nondiscrimination DMD and any subcontractors shall not discriminate against any employee or independent contractor to be utilized in the performance of this Agreement, with respect to hire, tenure, terms, conditions, or privileges of employment, because of race, religion, color, sex, age, handicap, disability, national origin, ancestry, disabled veteran status or Vietnam -era veteran status. Breach of this section shall constitute a material breach of this Agreement. Section 5.07 Waiver City's delay or inaction in pursuing remedies set forth in this Agreement, or available by law, shall not operate as a waiver of any of City's rights or remedies contained herein or available by law. Section 5.08 Immunity Not Waived Nothing in this Agreement is intended, nor may it be deemed, to waive any governmental, official, or other immunity or defense of any of the Parties or their officers, employees, representatives, and agents as a result of the execution of this Agreement and the performance of the covenants contained in this Agreement. Section 5.09 Competitive Procurement In regards to expenditures made in furtherance of this agreement, DMD shall utilize a competitive bidding process as required by state law when making expenditures in excess of $50,000 for any single contract or for expenditures in excess of $50,000 in the aggregate for any contract. DMD shall not avoid the application of competitive bidding by purposely dividing a single purchase into smaller components so that each component purchase is less than $50,000 or make component, sequential or incremental purchases to avoid the competitive bidding requirements. Section 5.10 Notices. Any notice, correspondence or payment made pursuant to this Agreement shall be sent by first-class US mail, addressed to: To the City: Ron Olson City Manager City of Corpus Christi P. O. Box 9277 Corpus Christi, Texas 78469 To the District: Terry Sweeney Executive Director Corpus Christi Downtown Management District 223 N. Chaparral, Suite A Corpus Christi, Texas 78401 6 Section 5.11 Amendments or Counterparts. This Agreement may not be amended except by written Agreement approved by the governing bodies of the Parties. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original all of which shall constitute but one and the same instrument. Section 5.12 Modifications. No officer or employee of any of the Parties may waive or otherwise modify the terms in this Agreement, without the express action of the governing body of the Party. Section 5.13 Captions. Captions to provisions of this Agreement are for convenience and shall not be considered in the interpretation of the provisions. Section 5.14 Governing Law and Venue. This Agreement is be governed by the laws of the State of Texas. Venue for an action arising under this Agreement is in Nueces County, Texas. EXECUTED on the dates indicated below binding the respective parties as of the date of last signature. CITY OF CORPUS CHRISTI CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT By: By: Ronald L. Olson Terry Sweeney City Manager Executive Director Date: Date: ATTEST: Rebecca Huerta, City Secretary Approved as to Form City Attorney's Office Attachment A DMD Three — Year Strategic Plan 8 CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT 111 CORPUS CHRISTI Alv" DOWNTOWN MANAGEMENT DISTRICT Who We Are The Corpus Christi Downtown Management District (DMD), established in 1993, is a professional Downtown management district representing property owners and stakeholders within the area bounded by Kinney Street to 1-37, and Lower Broadway to the Corpus Christi Marina L and T -Heads. In 2013, the property owners voted to renew the district through 2023. Staff Terry Sweeny, Executive Director Alan Albin, Special Projects Manager Casey Lain, Chairman Trey Bates, Vice Chairman Tim Heuston,Treasurer Glenn Peterson, Secretary Raju Bhagat Con Browne Raymond Gignac Joe Gonzalez Brad Lomax Wayne Lundquist Janet Maxwell Dee Dee Perez Michael Richline Jonathon Richter Harold Shockley, Jr. l What We Do Our mission is to create a successful, vibrant bayfront/seaside Downtown District and positively impact the greater Downtown area by proactively and strategically working with our partners to: • Provide enhanced cleaning, beautification and safety services. Develop and improve the district. Market and promote the district. Address critical issues that affect the success of District and greater Downtown area on behalf of our stakeholders and the regional community. What We Value Our Staff and Board believe we must value attributes and guiding principles that will make us successful. We call them "The Five B's of Success": 1. Be Results Driven & Accountable: Do More, Do It Better, Do It Now! 2. Be Passionate: Work Hard, Play Hard; Celebrate the Victories -Large and Small! 3. Be Strategic, Proactive, & Creative: Think Outside the Box, Make a Positive Difference Every Day! 4. Be a Winner, Possess A Can -Do, Winning Attitude: Our First Answer is, Yes we can! 5. Be Servant Leaders: Be of Value and Relevant. Collaborate, Partner, Problem Solve! Winning: What Does Mission Success Look Like? Cleaner, safer and more beautiful District. Attracting a wave of new District and Downtown investments and businesses. • Improved consumer perceptions of the District and Downtown. Attracting new financial resources and regional leadership to support the DMD mission. 3 Year Strategic Plan Process On May 22, 2014 the DMD Board gathered to participate in a retreat to develop a Three Year Strategic Plan. Following the Board retreat, DMD hosted a public open house to obtain public comment and help in prioritizing services and programs. Invitations were sent to City Staff, City Councilors, Collaborating Organizations, DMD Stakeholders and the general public. Following the open house, DMD also hosted a stakeholder luncheon allowing additional feedback. In all, nearly 100 people participated in this process and from this process the 2014- 2016 Three Year Strategic Plan was developed. Corpus Christi DMD Board of Directors November 2014 1•0.4,n 1?I w G. � [T d1-1 s YaW.,T 1 _i a 'r',1II 4 LW -:1 ti IL __ _, __ ...i '� ,I-1 hi N k - ,J� r — I._ �� rJ i f l5l J L w.i[a - ° n{ �:� I f I� _I!1 T l''' —� ° kJ SI.! I PAW 11.w4SM'A'/ im , !,1111- 7, F OUR WORLD Corpus Christi Downtown Management District The District and the Greater Downtown Area The District and Greater Downtown Area are anchored by a bayfront, beach and marina, parks and cultural, sports and convention and hospitality venues. It is the government, corporate and office center of the region. Residents, office workers and visitors enjoy local restaurants, vibrant night life and music scene, art galleries and museums and many water activities. Special events and cultural festivals draw thousands annually. It's central location with easy access by highway or local streets and close proximity to the airport make it easy for residents and visitors alike to access. Many artists, young professionals, empty nesters, students and service workers call it home. Priorities 1. Create a Clean, Safe and Beautiful District. 2. Develop and Improve Downtown 3. Market and Promote The District, The Businesses and The DMD Organization. 4. Build a More Effective, Visible and Proactive DMD Organization. 5. Make an Accessible District With Multi Modal Mobility. 6. Create, Manage and Build DMD (Organization) Events and Promote and Support District Events. Downtown Corpus Christi Challenges • Inadequate financial resources, small geographic District boundaries • Limited staffing • Lack of unifying vision and participation by regional corporate anchors • Disjointed efforts among organizations • Large transient population; street order crime, negative perceptions of safety and Downtown in general • Crumbling, infrastructure and lack of pedestrian/vehicular connectivity • Vacant, neglected, overvalued buildings and undeveloped land Di5tiict North Beach 04-05 06-07 08-09 10-11 District Operations Development & Improvement Marketing & Events Organizational Management Vision A sparkling Downtown by the sea anchored by a beautiful bay front and marina, leading corporations, premier restaurants, hotels and cultural venues, exciting cultural events and festivals, growing residential population and a thriving arts, live music and entertainment scene which attract thousands to visit, live, work and play. Outlook A growing pipeline of new commercial and infrastructure projects are ushering new momentum enhanced by one of the fastest growing regions in the country. The District and Greater Downtown Area feature a growing tourism industry and new entertainment destinations. More restaurants, bars and live music venues are opening. Attendance at cultural venues, special events and festivals continue to grow. Demand for living Downtown has led to record occupancy rates and is attracting new residential projects. A DISTRICT OPERATIONS Objective: Create a cleaner, safer, more beautiful and accessible District and Greater Downtown Area. Key Downtown Benchmarks: Business/property and consumer perceptions survey; crime statistics; visitorship, sales, infrastructure dollars invested and number of blocks improved in infrastructure projects, wayfinding program, multi -modal program development and participation. 43.5% OF BUDGET DMD Benchmarks Cleanliness Clean Team and Cleaning Partnership benchmarks Trash cans replaced and cigarette butlers installed Stakeholders engaged and partners recruited In the first three months on the job, DMD's Clean Team recorded the following results: 491 Block faces swept/cleaned 392 Bags of debris/trash collected 143 Sidewalks weeded/sprayed 114 Curbs painted, block faces 51 Customer contacts 38 Graffiti sites removed/re-painted 97 Volunteers & Staff 291 Hours of Painting 160 Block faces 0 Improve Cleanliness and Perceptions of Cleanliness • Grow DMD Clean Team (personnel, duties and hours). • Invest in necessary tools, supplies, equipment to maximize effectiveness/ impact. • Build Cleaning Partnership (recruit members/adopt standards). • Manage robust volunteer program to support cleanliness projects. • Work with City and stakeholders to replace outdated/deteriorated trash cans and increase cigarette butlers. Priority #1: Clean, Safe And Improve Safety and Perceptions of Safety • Create a Security Ambassador Program (link to strategy #2 and #3 be- low). • Partner with City to increase Downtown police presence (on -duty or off-duty bike/walking patrol and link with Security Ambassador Program and Safety Partnership). • Build Safety Partnership (recruit members, link via common radio/cam- eras monitored by Security Ambassadors and CCPD). • Proactively address all street order crimes and transient population is- sues in concert with City and advocate for necessary ordinance tools and aggressive enforcement. • Develop in concert with City a campaign to address giving money to panhandlers. Improve Beautification • Enhance maintenance of existing placemaking and landscape assets in concert with City and stakeholders. • Develop a beautification master plan and calendar. • Enhance and redefine Downtown vehicular and pedestrian gateways. Work with City, partnering organizations and private sector to identify projects and funding. • Implement mural painting program for electrical boxes and buildings. • Assess lighting and develop plan to enhance safety and to make architectural lighting and signage a signature element. • Research developing a District banner program Improve Accessibility, Infrastructure and Connectivity (Multimodal Mobility) • Convene City and stakeholders to prioritize infrastructure projects and advocate for the projects annually. • Provide construction mitigation services to minimize adverse effects of construction. • Work with City and stakeholders to develop and fund a comprehensive wayfinding program for greater Downtown area. • Conduct annual parking occupancy survey and vehicular and pedestrian counts for key intersections. • Develop/update parking management plan, to manage long term (off- street) and short term (on -street) customer parking supply. • Advocate for permitted parking Tots and minimum design and operational standards. • In partnership with City and Regional Transit Authority develop program to move customers within the District and between the greater Downtown area. • Advocate for investments to create a more bike and pedestrian friendly ("Complete Streets") Downtow Research feasibility of a bike -share program and obtain funding. • Work with City and Downtown stakeholders to plan for creating enhanced streets connecting with new Harbor Bridge. • Promote use of public pier for boaters to access Downtown Bike -Share Program Bike -Friendly Streets DMD Benchmarks Safety Security Ambassador benchmarks Off -Duty Police Bike Patrol benchmarks Safety Partnership benchmarks Beautification Placemaking/Landscape assets maintained Participants in beautification plan and calendar New Gateways created and maintained Murals and electrical boxes painted Lighting plan, project and participants Stakeholders engaged and partners recruited Accesibillity, Infrastructure, and Connectivity Contract with City for DMD to provide construction mitigation services Annual parking occupancy and vehicular and pedestrian counts report. Parking plan, permitted parking and operational/design standards. Wayfinding program Customer movement plan/program Bike share feasibility Downtown -Harbor Bridge connec- tion investment plan Boater promotion plan recruited 4 DEVELOPMENT & IMPROVEMEN) Objective: Attract new businesses, development and residences; increase sales activity and street level occupancy and improve existing buildings and urban design. Key Downtown Benchmarks: Occupancy and rental rates; new businesses, investment and projects; sales activity, business/property and consumer perceptions survey. 8.5% OF BUDGET Also known as Tax Increment Reinvestment Zone (TIRZ) #3 The Downtown TIF District was established to begin capturing tax increment from City in 2008 and Nueces County and Del Mar in 2009 and continues until 2028 at which time it will sunset. How it Works: At the creation of the TIF district, the base Assessed Valuation (AV) is established and remains at that level for the duration of the TIF. Tax revenue created by increased AV over time is captured by the TIF district and used to incent new development and fund revitalization. TIF District Stats (as of November 1, 2014) • 2013 Annual TIF Revenue: $635,000 • Current TIF Fund Balance: $1,551,000 Prosperity Bank has recently begun construction of its new $1.9 Million branch and offices, which is to be completed in 2015. e Attract new businesses and development and increase street level occupancy • Work with City to develop and aggressively utilize incentives like Tax Increment Finance (TIF) District revenues to support development. • Document real estate market and develop recruitment plan (vacancies and priority development and redevelopment sites; targeted prospects including artistic and creative businesses). • Create marketing materials to facilitate business and developer recruitment. • Work City and stakeholders to address vacant, blighted buildings (absentee property owners, vacant building ordinance). • Research creating a private sector led Downtown Development Fund/ Corporation to support new development. • Work with City to identify Downtown City —owned sites that can be put out for redevelopment by private sector. • Develop plan to attract more neighborhood services retail to support growing residential base. • Develop program in coordination with CCREDC, City to retain and attract corporations and office users to Downtown to increase office occupancy. • Work with City, private sector and educational institutions to create a post -secondary education student presence in Downtown. T ure is Here DMD Benchmarks Development & Street Occupancy Implementation of TIF and number of projects supported Development of recruitment plan and recruitment materials and number of prospect contacts Creation of Downtown Development Fund/Corporation Number of city -owned properties redeveloped by private sector Office retention/recruitment program Downtown university/college presence Organize and support businesses and improve urban design • Convene Merchants Association to mobilize stakeholders and develop programs to drive business. • Review, update and implement facade improvement program. • Develop sidewalk cafe program to make Downtown Corpus Christi an outdoor dining destination. • Work City and stakeholders to address vacant, blighted buildings, (absentee property owners, vacant building ordinance) and undeveloped land and unsightly surface parking lots (advocate for permitted parking lots and minimum design and operational standards). • Advocate for Downtown design guidelines. Review all downtown permits and work to enhance project designs. • Research developing a locally designated historic district. • Become an art -centered district. Pursue cultural district designation and research incentives and business support programs for artists and galleries. Promote Downtown Residential • Promote Downtown living options on website and other DMD tools. • Organize an annual Downtown Living Tour. • Research the feasibility of a Community Development Corporation to provide more residential development (mixed -income and affordable housing) along the entire housing continuum. • Develop Downtown residents association to engage residences and Now! New Prosperity Bank branch and offices under construction in downtown Corpus Christi :i.IiIi: - Mai' ,�, 11 1 lil LMI„m 1111 1111111 The Cosmopolitan is a new $24 Million mixed-use development in the heart of downtown Corpus Christi with 165 apartments and 3,800 sf of retail space opening in June 2015 (image courtesy of Realtex Properties). DMD Benchmarks Business & Urban Design Creation of Merchants Association and program statistics Facade improvement program statistics Sidewalk cafe program statistics Creation of urban design guidelines and process Promote Residential Website statistics Downtown Living Tour statistics Creation of Downtown Community Development Corporation Residents Association statistics Locate Business Downtown CC 1. Nearly $1 Billion in new projects planned or underway in Greater Downtown area 2. Vibrant water front and expanding Downtown Marina 3. Growing residential base and tourism market 4. TIF district to stimulate private sector development 5. Vibrant local music and arts scene • 1. Marina and Bayfront... the views, the boats, the beach! 2. City's best restaurants and bars are just steps away! 3. Home to the city's best events... Artwalk is just one of many! 4. Urban style apartments and condos. 5. Its green, fit living! Walk to work, bike along the seawall and take a dip at the beach! 6. Thriving art and music scene. 16% OF BUDGET Objective: Increase sales, visitorship and investment in the District and improve DMD vis- ibility through strategic marketing and developing/managing events. Key Downtown Benchmarks: Visitorship, occupancy and rental rates; new businesses, investment and projects; sales activity, business/property and consumer perceptions survey. DMD Benchmarks District & Business Consumer Perception and Business survey Marketing plan, dollars invested and leveraged (through partnerships) DMD and District brand DMD website and social media statistics E -newsletter DMD Database Earned media statistics The District and Businesses • Conduct consumer perception survey to benchmark perceptions and prioritize marketing dollar allocation and programmatic focus. • Develop a comprehensive marketing strategy/ plan to promote the District and businesses to local consumers and target audiences. Integrate merchants association into marketing program. • Enhance the DMD website and invest in social media tools to improve marketing of businesses, events, the District and the organization. • Enhance DMD and District brands. • Build and regularly update database of Downtown businesses, collaborating organizations, events, and property owners to improve communications with District stakeholders. • Grow email list and regularly communicate valuable information to our stakeholders and consumers via e -newsletter. • Promote the organization's activity and results, District success stories, through earned media efforts and DMD marketing tools. • Work with stakeholders to develop new marketing partnerships. House of Rock - Downtown Live Music Anchor €eIne to the ain Event! The Dia de Los Muertos Festival is held near the end of each year downtown Corpus Christi, with over 50,000 in attendance in 2014. Create, manage and support DMD and District events to increaase Downtown visitorship, event attendance and event and business revenue. • Enhance Corpus Christi 1st events - Improve website and social media tools. - Build staff, committee, volunteer and intern infrastructure and capacity. - Develop marketing plan. - Recruit sponsors and media partners. - Partner with City to enhance experience, safety and resource coordination and permitting process. - Research ways improve moving people between venues. • Develop programming/event(s) targeted at young professionals and recruit young leaders to assist in execution. (lead, live, work, play). • Support and assist District events and partner with organizations/ stakeholders to create new ones (focus on cultural, art, food and water based events). CORPUS CHRIS Embark_ Expbi e. Enloe. first wetrt.,r15ri, Live Music at the Executive Surf Club. Artsy, Eclectic... ...Local, Fun! DMD Benchmarks Corpus Christi 1st benchmarks District events benchmarks New event benchmarks Streamlined and coordinated approval process Artwalk attracts more than 5,000 people monthly. Artwork being produced at the Art Center of Corpus Christi Exhibit at K Space Contemporary Art Gallery. MANAGEMENT Objective: To proactively pursue the DMD mission by building an organization with ad- equate resources, technology and professional staff and engaged leadership, board members, stakeholders and volunteers. Key Downtown Benchmarks: Sales, investment, business/property and consumer perceptions survey. 32% OF BUDGET Attract more financial and leadership resources to support DMD's mission. • Increase revenue through interlocal agreements, service contracts and general fundraising. • Create an Advisory Council to engage and mobilize regional anchors/ resources and provide a conduit to support DMD mission. Develop new partnerships and collaborations to leverage organizational resources and proactively address and improve greater Downtown area. Build DMD's Organizational Capacity • Increase staff as necessary to improve effectiveness. • Upgrade technology resources to maximize organizational effectiveness. • Find a permanent, visible office location that meets organizational needs/mission. • Research best practices for organizing downtown revitalization to match organization and geographic foot print. • Join professional downtown or economic development organizations that support DMD mission, subscribe to professional journals and provide for staff development through conference attendance or continuing education. • Create a volunteer, board, stakeholder recognition program. Improve DMD's Relevance / Recognition • Serve as one-stop resource for information pertaining to current and perspective businesses, property owners, developer and other stakeholders. • Publish annual report and host annual meeting of stakeholders. DMD Activity Benchmarks DMD Revenue Advisory Council Partnerships and dollars leveraged Office location Staff Best practices report Marketing plan, dollars invested and leveraged (through partnerships) Earned media statistics DMD website and social media statistics E -newsletter Database Positive R New DMD retreat and open house:Thanks to the more than 100 stakeholders who paricipated in this planning process. m Three Year Strategic Plan Budget Projections • It will take a true public-private partnership to provide the services and implement the programs described in this Three Year Strategic Plan. To that end, DMD will work with the City of Corpus Christi, DMD property owners, regional corporate anchors and Downtown businesses to obtain the necessary dollars. The budget projections below reflect what DMD estimates will be needed and how it will be allocated to achieve the vision and success described in the plan. Income 2014-2015 2015-2016 2016-2017 Thi Yr. Total Assesment Income 190,000.00 205,000" 00 220.000.00 615,000.00 City Interlocal Agreement & Service Contract Income 420,000.00 440,000.00 455.000.00 1,315,000.00 Fundraising & Resource Recruitment 155,000.00 250,000.00 300,000.00 705,000,00 Sponsorships 25.000.00 25.000.00 30,000.00 80.000.00 Memberships 1 Merchants Association 5,000.00 5,500,00 6,000.00 16,500.00 Total Corpus Christi First Income 35.000,00 38.500.00 40,000.00 113,500.00 Total income 830,000.00 964,000.00 1,051,000.00 2,845,000.00 Expenses 2014-2015 2015-2016 2016-2017 Three Yr. Total District Operations 300,000.00 420,000.00 457,000,00 1,237,000,00 Develop and Improve 70,000.00 82,000.00 69,000.00 241,000.00 Marketing and Promotion 135,000.00 155,000.00 168,000.00 456,000.00 Organizalional Management 265,000.00 307,000.00 337,000.00 909,000.00 Total Expenses 830.000,00 964,000.00 1,051,000,00 2,845,000.00 esults and Partnerships DMD is committeed to developing and promoting its anchors, such as the Art Center of Corpus Christi (left - image coutesy of Gloria Hunter) and the Corpus Christi Marina (Above Right). • 44gri*r JiBC BANK. LENDING EXPERIENCE L -J EQUAL HOUSING LENDER MEMBER FDIC/INTERNATIONAL BANCSHARES CORPORATION 10.40 ibccom rpus Christ Downtow Management District 23 N. Chaparral Street orpus Christi, Texas 78401 361-882-2363 361-884-9591 Check us out online at: cctexasdmd.com www.facebook.com/DMDCC Special Thanks to IBC Corpus Christi for Sponsorship of This Publication Special Thanks to: Nick Gignac & Gignac Architects GIGNAC 1 ARCHITECTS www.gignacarchitects.com ATTACHMENT B DOWNTOWN MANAGEMENT DISTRICT — SECURITY PARTNERSHIP PROGRAM SCOPE OF SERVICES Overview/Summary In order to improve safety and perceptions of safety in the Downtown, the Corpus Christi Downtown Management District (DMD) is establishing a Safety & Security Partnership Program. As the "Security" portion of this program, the DMD shall provide the City with "boots on the ground" in two forms of security personnel — Bike Patrol Officers and Downtown Ambassadors. Additionally, the DMD will develop the "Safety" element by coordinating with private security resources throughout the District and working with Corpus Christi Police Department (CCPD) to provide training and establishing professional and technical networks that assist private property owners in providing safety to their tenants and customers. Bike Patrol Officers will be off-duty peace officers working as independent contractors to patrol the DMD. It is intended that the Bike Patrol Officers will wear their respective police uniforms will provide a visible, customer friendly presence, augmenting the current CCPD services in the area, to deter criminal behavior, maintain street order and make arrests when necessary. The Bike Patrol Officers will proactively address crime issues and interact with businesses and visitors to provide customer service assistance. Law enforcement duties contemplated by this agreement shall be performed in the discretion and control of the Bike Patrol Officers Downtown Ambassadors will patrol DMD on Segways. These Downtown Ambassadors shall be a customer friendly uniformed presence that will provide customer service, act as eyes and ears for the police patrolling the DMD and be a resource to report code violations and graffiti. Bike Patrol Officers will patrol in pairs. The Security Ambassadors may patrol individually or in pairs. Both patrols will be scheduled in a manner to provide the maximum impact to address street order issues and provide a visible presence during high -visit time periods. Both Bike Patrol Officers and Downtown Ambassadors patrols will be required to complete a DMD Orientation and Certified Tourism Ambassador Training. General Patrol Area The Bike Patrol Officers and the Downtown Ambassadors will patrol the DMD area from Kinney St. to 1-37 and from the Downtown Marina to Lower Broadway St. General Patrolling Hours It is anticipated that each patrol may provide at least 4,000 patrol hours (approximately 40 hours per week on average) during this time, depending on hourly rate and costs of insurance, equipment and repairs. BIKE PATROL OFFICERS Bike Patrol Area DMD will retain a Bike Patrol Supervisor who will work to recruit and schedule the Bike Patrol Officers. DMD will work with the Bike Patrol Supervisor to develop specific beats within the DMD boundaries described above. The Bike Patrol Officers' patrols will include Seawall, Marina, Streets, Sidewalks, Surface Parking Lots, Garages, Parks and Other areas as directed based upon crime trends and visitorship Bike Patrol General Responsibilities The Bike Patrol Officers shall patrol the DMD area and perform duties which include but are not limited to: Act as a visible police presence to deter criminal behavior, street order crime and enforce panhandling, trespass, public intoxication, camping and other ordinances. 21 Make arrests when appropriate and request transport. Interact with Downtown businesses and DMD Safety Partnership members to identify and address crime issues. Act as Downtown ambassadors, assisting motorists and pedestrians by providing directions. Coordinate patrolling with DMD Downtown Ambassadors and communicate regarding crime and other public safety issues. DOWNTOWN AMBASSADORS PATROL Patrol Area DMD shall provide Downtown Ambassadors and shall be responsible for developing their patrolling schedule. DMD will develop specific beats within the DMD boundaries that also will be coordinated with the Bike Patrol beats and will include the same areas described. Downtown Ambassador General Responsibilities The Downtown Ambassadors shall patrol the DMD area and perform duties which include but are not limited to: Act as a visible security presence to deter criminal behavior. Acts as eyes and ears of police. Report street order crime including panhandling, trespass, public intoxication, camping and other ordinances to the police. Identify and report code violations and work with Corpus Christi Code Enforcement to address. Interact with Downtown businesses and DMD Safety Partnership members to become aware and report crime issues. Act as Downtown ambassadors by providing visitor information, distributing maps and providing directions. Coordinate patrolling with DMD Off -Duty Police Bike Patrol and communicate with DMD Off -Duty Police Bike Patrol regarding crime and other public safety issues. BENCHMARKING DMD shall benchmark the activity and results of the Bike Patrol Officers and Downtown Ambassadors monthly and report it to the City of Corpus Christi on a quarterly basis. Benchmarks that will be tracked include: Bike Patrol Officer & Downtown Ambassadors Man Hours Logged Arrests Made Citations/Tickets Issued Code Violations Reported Graffiti Sites Reported Business Visited DMD Safety Partnership Members Visited/Contacts Made Tracking is intended to show trends over time. There are no quota requirement for citations or arrests. 22 ATTACHMENT C INSURANCE REQUIREMENTS DOWNTOWN SAFETY & SECURITY PROGRAM, PARTNER'S LIABILITY INSURANCE A. Partner shall not commence work under this agreement until all insurance required herein has been obtained and approved by the City's Risk Manager or designee. B. Partner shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance, with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. The City must be listed as an additional insured for the General Liability policy and Business Auto Liability policy, and a waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -Day Notice of Cancellation required on all certificates by policy endorsement(s) Bodily injury and Property Damage Per Occurrence / aggregate COMMERCIAL GENERAL LIABILITY 1. Broad Form 2. Premises — Operations 3. Products/Completed Operations Hazard 4. Contractual Liability 5. Broad Form Property Damage 6. Independent Partners 7. Personal and Advertising Injury 8. Professional Liability (if applicable) 9. Underground Hazard (if applicable) 10. Environmental (if applicable) $1,000,000 Per Occurrence WORKERS' COMPENSATION EMPLOYER'S LIABILITY Which Complies With The Texas Workers' Compensation Act And Paragraph II Of This Exhibit. $500,000 / $500,000 / $500,000 C. In the event of accidents of any kind related to this project, Partner shall furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. 11. ADDITIONAL REQUIREMENTS A. Partner must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. An "All States endorsement shall be included for Companies not domiciled in Texas. 23 B. Partner shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Partner's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Partner shall be required to submit replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Partner shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Partner agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, or comparable policy language, as respects to operations, completed operations and activities of, or on behalf of, the named insured performed under contract with the City. The "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. City shall have the option to suspend Partner's agreement should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Partner's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Partner to stop work hereunder, and/or withhold any payment(s) which become due to Partner hereunder until Partner demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Partner may be held responsible for payments of damages to persons or property resulting from Partners performance of the work covered under this agreement. H. It is agreed that Partner's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations and completed operations and activities under this agreement. 24 I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2014 ins req. City Manager's Office Downtown Safety and Security Partnership Program Agreement with Downtown Management District 10/29//2014 ds Risk Mgmt. 25 INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND THE CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT TO ENCOURAGE THE REDEVELOPMENT OF DOWNTOWN CORPUS CHRISTI This Interlocal Cooperation Agreement ("Agreement") is made between the Corpus Christi Downtown Management District ("DistrictDMD"), created under Chapter 375 of the Texas Local Government Code, and the City of Corpus Christi, Texas ("City") a municipal corporation. WHEREAS, the DistrictDMD and the City desire to enter into an Agreement under the Interlocal Cooperation Act to provide for Downtown Corpus Christi redevelopment ("Project"); Now, therefore, in consideration of the mutual covenants in this Agreement, the City and the DistrictDMD (each, "Party") authorized by appropriate actions of their governing bodies, agree as follows: Article I. DEFINITIONS "Corpus Christi Downtown Management District" means a municipal management district created under Chapter 375 of the Texas Local Government Code "Corpus Chri-sti Downtown Management District Boundary" means the area bounded to the north by Interstate Highway 37, to the south by Kinney Street, to the west by North Lower Broadway, and to the east by Corpus Christi Bay and includes the area within the Corpus Christi Marina. "Downtown Merchants Association Cooperative Marketing Program" m ns the Corpus Christi Downtown Management District's Marketing/Cooperative Advertising and retailers. to earn a profit. 11141 • goods or merchandise to consumers from a fixed individual lots for direct consumption by the purchaser. Article II. SERVICES 2.01 General Services Requested by City. In accordance with the DMD's Three Year Strategic Plan (Attachment A), DMD shall provide the following services to assist in the redevelopment of Downtown Corpus Christi: a. DMD Operations — Create a cleaner, safer, more beautiful and accessible DMD and Greater Downtown Area. b. Development & Improvement — Attract new businesses, development and residences; increase sales activity and street level occupancy and improve existing buildings and urban design. c. Marketing & Events — Increase sales, visitorship and investment in the DMD and improve DMD visibility through strategic marketing and developing/managing events. d. Organization Management — Continue to build organizational capacity, relevance and recognition in the community.l[AMB1] 2.402 Additional Services Requested by City. In addition to Tthe DistrictDMD's stated priorities in the Three Year Strategic Plan, the City requests specific activities to be undertaken by the DMD as follows: shall provide the following services to provide for the redevelopment of Downtown Corpus Christi: �. Work in conjunction with thc City to dm/clop ways to encourage and promote commerce in Downtown Corpus Christi. b. Maintain, continue, and enhance the current level of projects that provide for a more pedestrian friendly environment and encourage commerce, retail, and residential activities in Downtown Corpus Christi. It currently is delivering: i. Curb sweeping. ii. Landscaping. iii. Event activities. iv. Marketing. v. Park enhancements. coordinate its activities with thc City. base through: 1. Ensuring programs to improve image of Downtown Corpus Christi. 2 c. Promote the development and expansion of residential housing projects within Downtown Corpus Christi. [AMB2] (a) fLandscaping Advisory and Maintenance — Assist the City in planning optimal landscaping and greenery for public improvement projects. Assume maintenance for installed features upon completion of construction, as mutually agreed upon. (a -)(b) Property Management - Assist the City with code enforcement and rehabilitation projects within Corpus Christi, including ensuring the proper maintenance of vacant buildings, by acting as a resource to the City. - (c) g. Research - Conduct surveys of the owners of businesses and properties within Downtown Corpus Christi to determine their needs and priorities, also researching best practices, and fulfilling these needs and priorities. (c TIRZ #3 Administration - Assist the City with the establishment administration of a Tax Increment Reinvestment Zone #3 or public improvement district to support infrastructure improvements within Downtown Corpus Christi, and adjacent areas andi •• _ - _ _ - - _' _ representative to be appointed to the Board of Directors of such tax increment reinvestment zone or public improvement district. i. Recommend recommend projects for consideration of the City's Tax Increment Reinvestment Zone Numbcr 3 (TIRZ#3), and implement projects that accomplish goals of redevelopment, and at the request of the TI RZtt3 board of dircctors.make a recommendation to the City for one DMD representative to be appointed to the Board of Directors of TIRZ #3. {d)(e) j= Parking Advisory Committee- -Nominate two DistrictDMD representatives to be appointed members of the Parking Advisory Committee in compliance with Section 53-196(b)(1)(b), Code of Ordinances. Section 2.03 Safety & Security Partnership In accordance with the Safety & Security Partnership Scope of Services (Attachment B), DMD agrees to provide City with Bike Patrol Officers and Downtown Ambassadors to patrol the Downtown. DMD also agrees to provide City with a police supervisor to do the necessary recruiting and scheduling of the officers (fill schedule developed by DMD).The Bike Patrol Officers (may also walk or utilize Segways) will be Off -Duty Police Officers of the City Police Department who have received the necessary approvals from the City Police Chief. City shall compensate DMD in an amount of at least One Hundred Thousand Dollars ($100,000), subject to annual allocation by City Council, for services performed under the Partnership, including necessary supplies, liability insurance, equipment and 3 maintenance costs for the Partnership. DMD shall submit properly itemized invoices for services performed under this Agreement and shall cooperate with and provide any other necessary information, including Benchmark performance to City. City shall pay DMD within thirty (30) days after receipt of such properly itemized invoices according to the Texas Prompt Payment Act. City and DMD agree that the police officers and security ambassadors are not employees of the City when contracted or employed by the DMD. As such, DMD solely responsible for all employment-related taxes. DMD acknowledges that the City is not responsible for any losses related to DMD's or the officers and ambassadors actions. DMD has no authority, express or implied, to bind or obligate City in any way. DMD shall maintain insurance coverage as outlined in Attachment C attached hereto and incorporated herein for all purposes.[AMB3] Section 2.042 Preliminary Annual Service pPlan. Each year, the DMD shall provide a Service Plan, which outlines the overall objectives of the DMD, to the City Manager. The Plan must describe the plan of action for the upcoming year, including a line item budget and significant initiatives. (a) Draft Plan - By August 1 of each year, the DMD shall prepare and deliver to the City Manager or the City Manager's designee ("City Manager") a preliminary plan to deliver services to Downtown Corpus Christi during next fiscal year.The preliminary plan must address City Council goals for Downtown Corpus Christi, including a plan to increase commerce in Downtown Corpus Christi, and must state the DistrictDMD's revenue received from the DistrictDMD's ad valorem taxes from the previous fiscal year. (a)(b) Final Plan — By October 1 of each year, the DMD shall submit a final plan to the City Manager. 2.3. Plan. The District shall provide its final plan ("Plan"), which outlines the overall objectives of the District, to the City Manager no later than July 1 of each year. a. The Plan must describe thc plan of action for thc upcoming year, including a o develop commerce in Downtown Corpus Christi must be • .e -e • c. Information necessary to describe the District's efforts to help promote and encourage commerce in Downtown Corpus Christi must be included.[AMB4] Section 2.05 City Obligations In order to support the DMD in accomplishing the objectives outlined in this agreement the City shall: (a) 2.4 The City agrees to Aappoint a representative from the City to serve in advisory capacity to the DistrictDMD's Board of Directors. (a)(b) Assist the DMD with its best efforts in order to carry out the objectives 4 outlined in the Agreement, including waiving of Administrative Fees, supporting DMD pre -approved, reoccurring special events in designated locations, and providing information, as requested by DMD. 2.5 The City agrees to have the Mayor or the District's City Council Representative meet with the District's Board of Directors every calendar quarter at the regularly scheduled Board of Director's meetings. Article III. FINANCIAL REQUIREMENTS Section 3.01 Subject to Annual Appropriations -The parties agree and understand that funding under this Agreement is subject to annual appropriations by the City Council, and that each fiscal year's funding must be included in the City's budget for that year. Funding is not effective until the City's budget is approved by the City Council. Section 3.02 City Match —In consideration for the DistrictDMD's performance under this Agreement (outside Section 2.03), City agrees to make payment to the DistrictDMD matching the DistrictDMD's revenue received from the DistrictDMD's ad valorem taxes each fiscal year . _ •• - • _ e :. ! ! !, in four equal quarterly payments, for work performed during the fiscal year. (a) The payments to the DistrictDMD will be based on the DistrictDMDs revenue received from the DistrictDMD's ad valorem taxes from the previous fiscal year, as certified by the Appraisal DMD by July 31 of the current calendar year, from the previous fiscal year. stated in the District's Preliminary Plan described in Section 2.2(b) of this Agreement. (b) The quarterly payments will be made no later than thirty (30) days after the last business day of the last month of each fiscal year quarter. If the DistrictDMD has not received their quarterly payment from the City by that due date, the DistrictDMD shall give the City Finance Director notice in writing no later than fifteen days (15) days after that missed due date, requesting payment. (c) The City's payments are contingent upon receipt of the DistrictDMD's Quarterly Report for each fiscal quarter, as required by Section 4.01 of this Agreement, within thirty (30) days of the end of that fiscal quarter. For example, the October 31, 2012 quarterly payment is contingent on receipt of the 2012 first quarter report by the City on or before November 30, 2012. (d) Any annual increase in the City's payments to the DistrictDMD may not exceed the percentage increase in ad valorem taxes received by the City over the prior year, unless mutually agreed upon by City and DMD., (e) In consideration for the District's performance under the Agreement for the 5 period of August 1, 2014 through September 30, 2014, the City agrees to pay the District the sum of $21,167.00. Thereafter the Cityfiscal year runs October 1 through September 30." Section 3.03 Use of Funds The DistrictDMD shall maintain use funds provided under this Agreement for purposes outlined herein and no other. may not commingle City funds with any other funds. Fund The funds provided for under this Agreement must be budgeted for administrative expenses. • and Board of Directors has approved the transfer.{AMB5} 3.4 Expenditures exceeding the total budgeted contract amount must be paid from clearly identified funds of the District. Section 3.045 Interest Earned - Interest earned on funds contributed to the DistrictDMD by the City must be clearly identified, credited, and reflected on the books as resulting from the investment of the funds. The interest earned is available for the DistrictDMD's use. Section 3.056 Fiduciary Duty - The parties agree that receipt of these funds creates a fiduciary duty of the DistrictDMD. Section 3.067 Audit Requirement The DistrictDMD shall provide an independent audit for expenditures of funds allocated under this agreement for each year based on its fiscal year. The DistrictDMD shall provide a copy of the independent audit to the City Manager within one hundred twenty (120) days after the end of the DistrictDMD's fiscal year, as an addendum to the Annual Report. The City has the right to its own audit of funds provided under this agreement, with appropriate prior notice to the DMD. Section 3.07-8 Generally Accepted Accounting Principles The accounting records and independent audit must conform to the accounting standards as promulgated by a Certified Public Accountant under Generally Accepted Accounting Standards Principles ("GAAPS")and to the requirements of applicable state Idaw, so as to include a statement of support, revenues and expenses, and balance sheets for all funds. 6 3.9 Any funds provided by the City that are not expended during the District's fiscal year must be returned to the City with the copy of the District's independent audit. Section 3A-03.08 Financial Records - The books of account of the funds held by the DistrictDMD must be maintained in a form approved by the City's Director of Finance, and must be available for inspection and copying by the Director, or the Director's authorized agents and representatives, during regular business hours of the DistrictDMD. Records must be maintained for at least 3 years after the expiration or termination of this agreement. 3.12 If the District undertakes any special projects at the request of the City Council, the City will reimburse the District for its expenses, but not including the reimbursement for the time of District employees or other administrative expenses, within 30 days from billing by the District. Article IV. PERFORMANCE REPORTS & MEASUREMENT, Section4.01. Performance Reports; The DistrictDMD shall report quarterly to the City Council on its activities and work accomplished. The DistrictDMD shall make any special presentations or prepare specific reports, if requested by the members of the City Council, within thirty (30) days of a request. /1.2 The Quarterly Performance Report is due within thirty (30) days after the end of each fiscal quarter and should include: a. A description of each project undertaken by the DistrictDMD in fiscal quarter. b. The status of projects. c. The amounts expended on each project. d. The accomplishments of its performance measures for the fiscal year, as specified in Article V of this Agreement. Section 4.02 Annual Report The DMD shall be deemed to have met its performance requirements for the fiscal year upon accomplishment of the objectives outlined in Section 2.01 of this Agreement. The DMD will prepare an Annual Report summarizing the accomplishments of the year. V. PERFORMANCE MEASURES. 5.1 The District shall be deemed to have met its performance requirements for the fiscal year upon accomplishment of the following: 7 a Formation and staffing of a residential development task force, to assist developers of property within the district. 2. Work cooperatively with the City's designee to promote redevelopment of downtown. 3. Work as a liaison with developers regarding code enforcement issues and requirements, and provide contact information for various City services (e.g., Neighborhood Services, Development Services, and Economic Development). /1. Support the City's efforts to educate downtown owners on local code • enforcement requirements. 5. Identify downtown development needs and proactively work with the City's designee in addressing those issues. b. Operate a Downtown Merchants Association Cooperative Marketing program. 1. Budget no Tess than five thousand dollars ($5,000.00) for joint advertising for Downtown merchants. 2. Devise and produce cooperative marketing for Downtown retailers. "-cc. new construction, improvements, or rehabilitation of property within the District. d. The District supports the City's Economic Development program to implement City's efforts with the annual Adopt Downtown project. c. Thc District provides quarterly rcports concerning economic, commercial, and demographic data within the District to the City Manager or their designated representative. f. Thc District continues to improve the cleanliness, landscaping, event activities, g. Increase taxable retail sales within the district. The District must obtain the required sales tax rcports from the State Comptroller's Office.{AM[37} 8 Article VT. MISCELLANEOUS Section 5.06:1. Implementation. The City Manager and Executive Director for the DistrictDMD are authorized and directed to take all steps necessary or convenient to implement this Agreement. Section 5.06:2. Warranty. This Agreement has been officially authorized by the governing body of the City and the DistrictDMD, and each signatory to this Agreement guarantees and warrants that the signatory has full authority to execute this Agreement and to legally bind their respective party to this Agreement. 1 . •• - services necessary to coordinate this Agreement, including providing the other party with a current list of contact information for each party. Section 5.036.4, Expending Funds. Any payment made by the DistrictDMD or the City for any of the costs or expenses that either incurs under this Agreement must be made out of current revenues available to the paying party as required by the Interlocal Cooperation Act. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by the City are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then City shall have the right to terminate this Agreement without penalty by giving prior written notice documenting the lack of funding, in which instance unless otherwise agreed to by the parties, this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. City agrees that it will make its best efforts to obtain sufficient funds including, but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full. Section 5.04 6,5 Term of Agreement. The effective date of this Agreement ("Effective Date") is August 1, 2011 October 1, 2015, after the last approval by one of the Parties, - e- - _ _ _ _ . _ _ . - - - - - •• - - for a term of one year, and automatically renewings annually, unless either party cancels its participation by giving written notice to the other parties at least sixty days before the end of each annual term._ The continuation and renewal of this agreement is contingent upon the continued existence of the DistrictDMD. b. The term ending July 31,2014 is extended to September 30, 2014. Thereafter, the annual term of the Agreement Is adjusted to run October 1 through September 30. 9 Section 5.05 6.6 Severability. If any portion of this Agreement, or its application to any person or circumstance, is ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of this Agreement is not affected and continues to be enforceable under its terms. Section 5.06 Nondiscrimination. DMD and any subcontractors shall not discriminate against any employee or independent contractor to be utilized in the performance of this Agreement, with respect to hire, tenure, terms, conditions, or privileges of employment, because of race, religion, color, sex, age, handicap, disability, national origin, ancestry, disabled veteran status or Vietnam -era veteran status. Breach of this section shall constitute a material breach of this Agreement. Agreement. 6..8, Not for Benefit of Third Parties. This Agreement and all activities under this - . B r Section 5.07 Waiver. City's delay or inaction in pursuing remedies set forth in this Agreement, or available by law, shall not operate as a waiver of any of City's rights or remedies contained herein or available by law. Section 5.08 6,9 Immunity Not Waived. Nothing in this Agreement is intended, nor may it be deemed, to waive any governmental, official, or other immunity or defense of any of the Parties or their officers, employees, representatives, and agents as a result of the execution of this Agreement and the performance of the covenants contained in this Agreement. Section 5.09 Competitive Procurement. In regards to expenditures made in furtherance of this agreement, DMD shall utilize a competitive bidding process as required by state law when making expenditures in excess of $50,000 for any single contract or for expenditures in excess of $50,000 in the aggregate for any contract. DMD shall not avoid the application of competitive bidding by purposely dividing a single purchase into smaller components so that each component purchase is less than $50,000 or make component, sequential or incremental purchases to avoid the competitive bidding requirements.6.10 Breach. Any void ,[AMB8] . .........£.• - Section 5.106 Notices. te Any notice, correspondence or payment made pursuant to this Agreement shall be sent by first-class US mail, addressed to: must be made by (a) depositing the same in the in the United States mail, and the addrces of the Parties shall, until changed by written notice, be as follows: To the City: Ron Olson City Manager City of Corpus Christi City Manager P. O. Box 9277 Corpus Christi, Texas 78469-9277 To the District: Terry Sweeney Executive Director Corpus Christi Downtown Management Dislrict Attn: President 223 N. Chaparral, Suite A Corpus Christi, Texas 78401 Section 5.116.12. Amendments or Counterparts. This Agreement may not be amended except by written Agreement approved by the governing bodies of the Parties. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original all of which shall constitute but one and the same instrument. Section 5.12 6.13. Modifications. No officer or employee of any of the Parties may waive or otherwise modify the terms in this Agreement, without the express action of the governing body of the Party. Section 5.13 6.14. Captions. Captions to provisions of this Agreement are for convenience and shall not be considered in the interpretation of the provisions. Section 5.146.15. Governing Law and Venue. This Agreement is be governed by the laws of the State of Texas. Venue for an action arising under this Agreement is in Nueces County, Texas. k.. • Agreement. EXECUTED to be effective as of this day of CITY OF CORPUS CHRISTI By: Ronald L. Olson City Manager Date: , 2015. CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT By: Terry Sweeney Executive Director Date: ATTEST: Rebecca Huerta, City Secretary Approved as to Form City Attorney's Office 6 AGENDA MEMORANDUM City Council Meeting of September 22, 2015 DATE: September 17, 2015 TO: Ronald L. Olson, City Manager FROM: Miles Risley, City Attorney milesr@cctexas.com (361) 826-3360 Discussion and possible action regarding the Resolution Approving the Formation of an Ad Hoc Residential Street Infrastructure Advisory Committee STAFF PRESENTER(S): Name Title/Position BACKGROUND: Department On Tuesday, September 8, 2015, City Council approved a motion directing staff to prepare an agenda item that would establish an ad hoc committee to create a plan for residential street reconstruction and to report back to the Council with recommendations. A resolution has been drafted, but further direction is needed by Council to complete the resolution approving the formation of an Ad Hoc Residential Street Infrastructure Advisory Committee to develop a residential street reconstruction plan. City Council also stated that the committee members should not have a conflict of interest. A draft Report of Conflict of Interest for City boards, commissions and committees has been drafted pursuant to the City's Code of Ethics. All applicants for the Ad Hoc Residential Street Infrastructure Advisory Committee will be asked to complete the Report upon the direction of City Council. LIST OF SUPPORTING DOCUME NTS: 1. Draft Resolution 2. Draft Report of Conflict of Interest for Boards, Commissions & Committees RESOLUTION APPROVING THE FORMATION OF AN AD HOC RESIDENTIAL STREET INFRASTRUCTURE ADVISORY COMMITTEE TO DEVELOP A RESIDENTIAL STREET RECONSTRUCTION PLAN WHEREAS, improving the condition of residential streets is one of the City Council's goals; WHEREAS, City Council desires a more detailed review of the residential street problem to be conducted by a special committee; and WHEREAS, on September 8, 2015, the City Council approved a motion directing staff to prepare an agenda item that would establish an ad hoc task force to create a plan for residential street reconstruction and to report back to the Council with recommendations; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. An ad hoc committee is established to develop and evaluate a residential street reconstruction plan, with committee recommendations to be provided to City Council. Section 2. Committee name and membership. A. The committee shall be known as the Ad Hoc Residential Street Infrastructure Advisory Committee. B. The committee shall be composed of [1] members to be appointed by the [2] C. The committee members shall be City of Corpus Christi residents. D. The committee is [3] to compliance with the Texas Open Meetings Act. E. The committee members [4] have a conflict of interest. F. The chairperson of the committee will be appointed by [5] Section 3. Committee responsibilities. A. The committee shall become knowledgeable about residential street reconstruction issues, as assisted by City staff. B. The committee shall deliver a report to the City Council, which, at a minimum, answers the following questions: [6] 1. What is the scope of the residential street reconstruction problem? a. Describe inventory and assessments. i. How many miles of residential and local streets are within the City's corporate limits? ii. What are the PCI scores for the residential streets? iii. Other street assessment criteria and data collected to date. b. What is the total estimated amount of money needed to reconstruct residential streets? 2. What is the estimated amount of money needed for street reconstruction only? What is the estimated amount needed for utilities only, including storm water, wastewater, water and gas? 3. How should the City pay for the utility portion of street reconstruction? Discuss options including taxes, fees, revenue bonds, cash funding, general obligation bonds, paving assessments, public improvement districts, grants and general fund impacts. 4. How should the City select streets for reconstruction and how should the reconstruction be prioritized? a. Should streets be selected by district, by street condition or other criteria? b. How should the streets be prioritized? 5. What are the recommended program sizes and the amounts necessary to fund them? 6. What construction methods can be used to maximize the City's investment in residential streets? Should we mandate using only concrete or is asphalt acceptable? 7. What combination of funding options for residential street reconstruction is the most effective, makes the most sense and is the most acceptable? 8. Evaluate the "Do Nothing" option, in which the City continues to defer residential street reconstruction for another 10 years. What is the economic impact of this option? 9. Other? C. The committee shall consider best industry practices. Section 4. Staff support. The City Manager will designate City staff members to assist and support the committee. Section 5. Schedule. The initial meeting of the Committee shall occur no later than October 31, 2015. The Committee shall develop a schedule to provide preliminary and final reports to the Council. The final report shall be delivered to City Council by April 30, 2016. Upon presentation of the final report to City Council, the Committee shall automatically be disbanded. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas Nelda Martinez Mayor of , 2015 The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Lucy Rubio Brian Rosas Mark Scott Carolyn Vaughn Ad Hoc Residential Street Infrastructure Advisory Committee Decision Point Table Decision Point Description 1 Council needs to decide on the number of Committee members. 2 Council needs to decide on how Committee members will be appointed. Council Policy #10 (adopted by Resolution) states "Ad Hoc committees of the City Council may be appointed as needed to assist the Council in its business. All members to City Council ad hoc committees will be appointed by the Mayor or a majority of the Council." 3 Council needs to decide if the Committee must comply with the Texas Open Meetings Act. Advisory Committees are not subject to the TX Open Meetings Act. Council Policy #14 (adopted by Resolution) states that all committees are directed to follow the Act unless Council directs otherwise. Excluding the Committee from the requirements of the Act makes for a more efficient use of staff resources (no posting or public comment) and allows the committee to work on their responsibilities without interruption. Committee can schedule public forums as needed. 4 Council needs to decide if committee members will be allowed to have actual or potential conflicts of interest. Generally, committee members with more technical knowledge tend to have more conflicts. 5 Council needs to decide how the chairperson of the committee will be appointed. 6 Council needs to determine the questions that need to be researched and answered by the Committee. City of Corpus Christi Boards, Commissions & Committees REPORT OF CONFLICT OF INTEREST Filed Pursuant to Section 2-347 Corpus Christi Code of Ethics Name: Address: City: State: Zip: Board Member of: Please describe below any relationships, transactions, positions you hold (paid or volunteer) or circumstances that you believe could contribute to a conflict of interest: I have no conflict of interest to report. I have the following conflict(s) of interest to report: I hereby certify that the information set forth above is true and complete to the best of my knowledge. Signature: Date: 1 Rev. 9/15/2015 DEFINITIONS a. Board member — A member of any board, commission or committee of the City of Corpus Christi, including the board of any corporation created by the City. b. Conflict of interest — Any interest or reasonable expectation of an economic benefit in a matter or business transaction involving the City. c. Interest — Any direct or indirect monetary or material benefit in a contract or transaction other than: 1. An interest that is shared by and available to other members of the public or a substantial segment thereof; or 2. A remote or incidental interest that would not increase or decrease materially due to the action of the City or is less than $200.00 in value; or 3. An interest of a subcontractor that has no direct contractual relationship with the City, is receiving fair and reasonable compensation and is not operating as a subterfuge to circumvent the code of ethics; or 4. An interest in real property acquired by the City that could otherwise be accomplished only through eminent domain provided that the property must be acquired for a public purpose and just compensation must be paid under the Texas Constitution after obtaining an independent appraisal. d. Relative — Spouse, father, mother, brother, sister, son, daughter, spouse's children, father-in-law, mother-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law and adoptive relationships. e. Substantial interest 1. Any interest in a business entity if the person or relative a. owns at least 10% of the business entity; or b. owns at least $5,000.00 of the fair market value of the business; or c. funds received from the business exceeds 10% of the person's gross income for the previous year. 2. A person has a substantial interest in real property if he or his relative controls or has an equitable or legal ownership interest with a fair market value of at least $2,500.00. 2 Rev. 9/15/2015