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Agenda Packet City Council - 04/12/2016
Cornus Christi 1201 Leopard Street - r Corpus Christi,TX 78401 i cctexas.com Meeting Agenda - Final-revised City Council Tuesday,April 12,2016 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 Spiritual Leader Chere Pinkston, Unity Spiritual Center. C. Pledge of Allegiance to the Flag of the United States to be led by Sylvia Wilson, Human Relations Administrator. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. E. Proclamations /Commendations 1. 16-0401 Proclamation declaring April 12, 2016, "MADD Power of Parents Talk Day". Proclamation declaring April 2016, "Child Abuse Prevention Month". Proclamation declaring April 2016, "Corpus Christi Safe Digging Month". Corpus Christi Page 1 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 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 choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. OTHER H. MINUTES: 2. 16-0400 Regular Meeting of March 29, 2016 Attachments: Minutes - March 29, 2016 I. BOARD &COMMITTEE APPOINTMENTS: 3. 16-0399 Airport Board Coastal Bend Council of Governments North Padre Island Development Corporation Planning Commission Reinvestment Zone No. 2 Board Corpus Christi Page 2 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 Attachments: Airport Board Coastal Bend Council of Governments North Padre Island Development Corporation Planning Commission Reinvestment Zone No. 2 Board J. 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. K. CONSENT AGENDA: (ITEMS 4 - 16) 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. 4. 16-0243 Resolution granting City supported event status to the 2016 Beach to Bay Relay Marathon Resolution granting City supported event status in accordance with City Code of Ordinances Section 53-206 to the 2016 Beach to Bay Relay Marathon. Attachments: Agenda Memo-Beach to Bay Resolution -Beach to Bay Supported Event Attachment A- Ltr from Organizer Attachment B- Event Impact Calculator Release 5. 16-0119 Purchase of six Wavetronix Radar Detection Systems for vehicle detection in signalized traffic intersections Motion approving the purchase of six Wavetronix Radar Detection Systems from Twincrest, Inc. doing business as Twincrest Technologies, Mansfield, Texas in accordance with the State of Texas Cooperative Purchasing Program for the amount of $113,380.00. The Street Department and Police Department have set aside funds in FY 2015-16 for this procurement. Attachments: Agenda Memo-Wavetronix Matrix Radar Detection Systems Price Sheet-Wavetronix Matrix Radar Detection Systems.xlsx Corpus Christi Page 3 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 6. 16-0255 Engineering Construction Contract for new traffic signal located at the intersection of Ocean Drive and Robert Drive under the Signal Improvements and Street Lighting Bond 2012 project Motion authorizing the City Manager, or designee, to execute a construction contract with Siemens Industry, Inc. of Corpus Christi, Texas in the amount of$207,007.95 for the Signal Improvements and Street Lighting project at Ocean Drive and Robert Drive for the Base Bid. BOND 2012 Attachments: Agenda Memo-Signal Impr at Ocean and Roberts Project Budget-Ocean at Robert Signal Improvements Location Map-Signal Improvements Bond 2012 at Ocean Dr and Robert Dr Form 1295 Siemens Presentation -Signal Impr at Ocean and Robert 7. 16-0207 Resolution approving the Mary Rhodes Phase II Pipeline Operations and Maintenance Agreement Resolution authorizing the City Manager or designee to execute an Operations and Maintenance Agreement with Lavaca-Navidad River Authority (LNRA) to maintain the Mary Rhodes Phase II easements, as well as, operate and maintain the pipeline and related facilities for a total initial operating budget of$345,000 dollars. Attachments: Agenda Memo- MR Pipeline Agreement Resolution -MR Pipeline Agreement Agreement- MR Pipeline Agreement 8. 16-0270 Resolution approving two interlocal agreements under the Environmental Quality Air Quality Planning grant Resolution authorizing the City Manager or designee to execute an Interlocal Cooperation Agreement with University of North Texas and with Texas A& M University Corpus Christi for air quality research and planning program for Nueces and San Patricio County area in the amount of$191,685.63 each. Attachments: Agenda Memo- Resolution TAMUCC and UNT Interlocal Agreement 2016-201 Resolution -Interlocal Agreements TAMUCC agreement FY 16 17 with Signature Page UNT Interlocal agreement FY 15-16 with signature page TCEQ Cooperative Reimbursement Grant 9. 16-0302 Second Reading Ordinance - Rezoning property located at 14601 Northwest Boulevard (1st Reading 3/29/16) Case No. 0216-01 IHS Consultants, LP: A change of zoning from the Corpus Christi Page 4 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 "FR" Farm Rural District to the "CG-2" General Commercial District. The property is described as being 6.709 acres out of the East 'h of the East '/z of Lot 3, Block 2, Nueces River Irrigation Park, located near the southwest corner of Northwest Boulevard (FM 624) and River Hill Drive. Planning Commission and Staff Recommendation (February 24, 2016): 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 IHS Consultants, LP ("Owner"), by changing the UDC Zoning Map in reference to a 6.709-acre tract of land out of the East 1/2 of the East 'h of Lot 3, Block 2, Nueces River Irrigation 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. Attachments: Agenda Memo- IHS Consultants, LP Ordinance - IHS Consultants, LP Aerial Maps- IHS Consultants, LP Zoning Report-IHS Consultants, LP 10. 16-0228 Second Reading Ordinance -Accepting and appropriating grant funds for Internet Crimes Against Children (ICAC) Task Force program within the Police Department (1st Reading 3/29/16) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the Office of the Attorney General for the Internet Crimes Against Children (ICAC) Task Force program, in the amount of$5,200 to purchase equipment, supplies, and training travel for the ICAC program within the Police Department; and appropriating the $5,200 in the No. 1061 Police Grants Fund. Attachments: Agenda memo- ICAC grant approp 03.08.16 Ordinance - ICAC Grant 2016 Award letter-Corpus Christi Police Department 2016 11. 16-0253 Second Reading Ordinance -Accepting and appropriating a grant for the ASPCA (American Society for the Prevention of Cruelty to Animals) and Subaru "Share the Love" Rescue Ride project (1st Reading 3/29/16) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the American Society for the Prevention of Cruelty to Animals (ASPCA), in the amount of$ 9,000 for the ASPCA and Subaru "Share the Love" Rescue Ride project; and appropriating the $9,000 in the No. 1061 Police Grants Fund. Corpus Christi Page 5 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 Attachments: Agenda memo-ASPCA grant 03.08.16 Ordinance -ASPCA grant-2016 Award letter-ASPCA grant 12. 16-0271 Second Reading Ordinance -Accepting and appropriating State funds for training and purchase of training equipment at the Police Department (1st Reading 3/29/16) Ordinance authorizing the City Manager or designee to execute all documents necessary to accept an annual allocation payment from the State of Texas - Law Enforcement Officer Standards and Education Account in the amount of$27,494.93; and appropriating funds from the State of Texas - Law Enforcement Officer Standards and Education Account in the amount of$27,494.93 in the No. 1061 Police Grants Fund for training of police personnel and purchase of training equipment. Attachments: Agenda Memo- LEOSE approp 03.29.2016 Ordinance - LEOSE funds 2016 Award letter 2016 13. 16-0254 Second Reading Ordinance -Appropriating funds for "one-time" expenditures from Crime Control District for the Police Department (1st Reading 3/29/16) Ordinance appropriating $492,678 from the Unreserved Fund Balance in the No. 9010 Crime Control District Fund for"one-time" expenditures and amending the FY2015-16 Operating Budget adopted by Ordinance No. 030620 by increasing expenditures by $492,678. Attachments: Agenda Memo-Crime Control appropriation 03.08.2016 Ordinance -Crime Control Appropriation -2016 14. 16-0261 Second Reading Ordinance -Accepting and appropriating Local funds for Emergency Planning (1 st Reading 3/29/16) Ordinance authorizing the City Manager or designee to accept and appropriate a contribution from the Industry Education Awareness Communication Committee in the amount of$27,011.14 into the LEPC Fund No. 6060 to purchase resources to communicate and educate Shelter-In-Place;and changing the FY 2015-16 Operating Budget adopted by Ordinance No. 030620 by increasing expenditures in the LEPC No. 6060 by $27,011.14. Attachments: Agenda Memo- LEPC appropriation Ordinance - LEPC appropriation 15. 16-0241 Second Reading Ordinance -Appropriating State Hotel Occupancy Tax revenues and establishing fiscal policy for the fund (1st Corpus Christi Page 6 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 Reading 3/29/16) Ordinance appropriating $2.9 million in estimated revenues from the State hotel tax revenue in the No. 1032 State Hotel Occupancy Tax Fund to be used for beach and bayfront maintenance, and safety and protection activities; amending the FY 2015-16 Operating Budget adopted by Ordinance No. 030620 by increasing expenditures by $2,900,000. Attachments: Agenda Memo-State HOT Fund st Ordinance-State Hotel Tax V3 Attachment A- Fd 1032 budget rq 16. 16-0260 Second Reading Ordinance -Authorizing the City Manager or his designee to execute a License for Street Right of Way Use to construct a parking lot expansion project(1st Reading 3/29/16) Ordinance authorizing the City Manager or his designee to execute a License for Street Right of Way Use with the B-Y 4918 Ayers, LTD. ("Licensee") to construct a parking lot expansion project to better serve the needs of Ayers Plaza Shopping Center tenants in full compliance with the City of Corpus Christi and with the approval of the Texas Department of Transportation, subject to the Licensee' compliance with specified conditions. Attachments: Agenda Memo-4918 Avers Street Ordinance with Attachment-4918 Ayers Street Maps-Ayers Plaza L. EXECUTIVE SESSION: (ITEMS 17 - 19) 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. 17. 16-0397 Executive session pursuant to Texas Government Code § 551.071 for consultation with attorneys regarding collective bargaining matters and/or the collective bargaining agreements between the City of Corpus Christi and the Corpus Christi Firefighters Association. 18. 16-0359 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 proposed Corpus Christi Page 7 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 desalination and wastewater reuse projects and pursuant to Texas Government Code § 551.087 to discuss confidential commercial or financial information pertaining to entities that the City seeks to have locate, stay or expand in or near the City of Corpus Christi (including, but not limited to, Valero Energy and other industrial and commercial entities that could consume treated wastewater and desalinated water) and with which the City is conducting economic development negotiations and to deliberate possible offers of incentives to said business prospect(s). 19. 16-0360 Executive Session pursuant to Texas Government Code § 551.072 to deliberate the purchase, exchange, lease, or value of real property and matters related to the acquisition of property in the vicinity of Holly Road. M. PUBLIC HEARINGS: (ITEM 20) 20. 16-0364 Public Hearing and First Reading Ordinance - Rezoning property located at 2918, 2922, 2926 and 2930 Highland Avenue Case No. 0216-02 Julio C. and Minerva E. Reyna and Jose Luis Rodriguez and Maria Juliana Luna: A change of zoning from the "CN-1" Neighborhood Commercial District to the "RS-6" Single-Family 6 District. The property is described as being Lot Nos. 23-B, 24-B, 25-B and 25, Block 6, Montrose Park, located near the northeast corner of Highland Avenue and Duncan Street. Planning Commission and Staff Recommendation (March 9, 2016): Approval of the change of zoning from the "CN-1" Neighborhood Commercial District to the "RS-6" Single-Family 6 District. Ordinance: Ordinance amending the Unified Development Code ("UDC'), upon application by Julio C. and Minerva E. Reyna and Jose Luis Rodriguez and Maria Juliana Luna ("Owners"), by changing the UDC Zoning Map in reference to Lot Nos. 23-B, 24-B, 25-B and 25, Block 6, Montrose Park, from the "CN-1" Neighborhood Commercial District to the "RS-6" Single-Family 6 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo-Julio and Minerva Reyna Ordinance -Julio and Minerva Reyna Maps -Julio and Minerva Reyna Zoning Report-Julio and Minerva Reyna N. REGULAR AGENDA: (ITEMS 21 - 25) The following items are motions, resolutions and ordinances that will be considered and voted on individually. Corpus Christi Page 8 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 21. 16-0258 Second Reading Ordinance - Second Amendment to Lease for Atlantic Aviation to extend term for fifteen years (Requires 28 Day Delay) (1st Reading 3/8/16) Ordinance authorizing the City Manager, or designee, to execute a second amendment to the lease between Mercury Air Center - Corpus Christi, Inc., dba Atlantic Aviation ("Atlantic"), Atlantic Aviation FBO Holdings, LLC ("Atlantic Holdings"), and the City for completion of $3,300,000 in capital improvements for an additional 15-year lease term; authorizing the execution of a short-term license agreement as part of the second amendment; and providing for severance, publication, and an effective date. Attachments: Agenda Memo-Atlantic Aviation Second Amendment Ordinance -Atlantic Aviation Second Amendment.docx Second Amendment to Lease -Atlantic Aviation TEC Form 1295-Atlantic Aviation TEC Form 1295-Mercury Air Center West FBO Facilities-Atlantic Aviation 22. 16-0239 Construction Contract for Collier Pool Renovations (Bond 2012) Rebid - Part A (Pool) Motion authorizing the City Manager, or designee, to execute a construction contract with Atlantis Aquatic Group. of Austin, Texas in the amount of$1,782,412 for the Collier Pool Renovations Rebid - Part A (Pool) for replacement of the existing swimming pool and pump house. (Bond 2012 Proposition 4 -Aquatic Facilities) Attachments: Agenda Memo-Collier Pool Project Budget-Collier Pool Location Map-Collier Pool Presentation-Collier Pool udpated Form 1295-Collier Pool 23. 16-0312 Second Reading Ordinance -Amending City Code to allow two-way traffic on Third Street between Elizabeth Street and Morgan Avenue for the expansion of Spohn Hospital (1st Reading 3/29/16) Ordinance amending the Code of Ordinances, Chapter 53, Section 53-250 Schedule I - One Way Streets and Alleys by changing the portion of Third Street between Elizabeth Street and Morgan Avenue from a one-way traffic pattern to a two-way traffic pattern. Corpus Christi Page 9 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 Attachments: Agenda Memo-Christus Spohn Third Street Ordinance -Spohn Location Map-Christius Spohn Hospital Presentation -Spohn Shoreline 24. 16-0310 Second Reading Ordinance -Advance Funding Agreement and Construction Contract for Packery Pointe Intersection Improvements Park Road 22 at Aquarius (Bond 2014) (1st Reading 3/29/16) Ordinance authorizing the City Manager, or designee, to execute an Advance Funding Agreement (AFA) with the Texas Department of Transportation (TXDOT) with a required payment to TXDOT in the amount of$8,700; and to execute a construction contract with D & G Energy Corporation of McAllen, Texas in the amount of$773,738.75 for the Packery Pointe Intersection Improvements Park Road 22 at Aquarius Re-Bid #2 for Total Bid Part A and Part B for installation of a new signal and roadway improvements. (Bond 2014) Attachments: Agenda Memo- Park Road 22 and Aquarius Signal Ordinance - Park Road 22 and Aquarius Signal Budget-Park Road 22 and Aquarius Signal Location Map- Park Road 22 and Aquarius Presentation - Park Road 22 and Aquarius Signal Advance Funding Agreement- Park Road 22 and Aquarius Signal Form 1295 25. 16-0313 Second Reading Ordinance -Authorizing the Issuance of Certificates of Obligation to fund Bond 2012 Projects (1st Reading 3/29/16) Ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2016A" in an amount not to exceed $18,140,037 for the purpose of financing costs associated with making permanent public improvements within the City; providing for the payment of said Certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Solid Waste System; providing the terms and conditions of said Certificates and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements of the letter of representations on file with the depository trust company; delegating the authority to certain members of the City staff to execute certain documents relating Corpus Christi Page 10 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 to the sale of the Certificates; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. Attachments: Agenda Memo-CO's for Bond 2012 projects March 29, 2016.doc Ordinance -Corpus Christi CO .Pdf O. FIRST READING ORDINANCES: (ITEMS 26 -32) 26. 16-0365 First reading Ordinance -Appropriating funds from utility customer donations for the Arts & Cultural Commission (ACC) Ordinance appropriating $4,290.08 in City utility customer donations in General Fund No. 1020 for use by programs coordinated through the City Arts and Cultural Commission and amending the FY2016 Operating Budget adopted by Ordinance No. 030620 to increase expenditures by $4,290.08. Attachments: Agenda Memo-Arts and Cultural Alliance Utlity Bill Appropriation Ordinance -Arts Cultural Alliance Utility Bill Appropriation Attachment A- Utility Bill for arts 27. 16-0370 First Reading Ordinance -Approving Annual Ordinance for Select Parks and Recreation Grants Ordinance authorizing the City Manager or designee to execute documents to apply for and accept grants from the Area Agency on Aging of the Coastal Bend for the Elderly Nutrition Program, Corporation for National and Community Service for the RSVP (Retired and Senior Volunteer Program) and the Senior Companion Program, and grants from the Texas Department of Agriculture for the Summer Food Service Program, Afterschool Snack Program, and Texan's Feeding Texans program and upon receipt, to appropriate funds in the No. 1067 Park Grants Fund for said city programs. Attachments: Agenda Memo-annual ordinance for select PARD grants Ordinance -select PARD grants2 28. 16-0386 First Reading Ordinance -Approving the sale of park properties Ordinance approving the sale of properties as follows and authorizing the City Manager to execute documents necessary to complete each real estate sales transaction: a)Acushnet Park (6746 Aaron) to MVR Construction Company and/or assigns in amount of$655,000; b) Cabra Park (1323 W. Broadway) to Darla-1, Ltd. and/or assigns in amount of$24,000; c) Durant Park (6113 Durant) to MVR Construction Company and/or assigns in amount of$130,000; d) Parklane Park (4600 Arlene) to Albert Ayala and/or assigns Roberto Corpus Christi Page 11 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 Cardenas and/or assigns in amount of$121,000; e) Peary Park (1750 Paul Jones Rd) to 4625 No. 3, Ltd., a Texas limited partnership and/or assigns in amount of$36,000; f) Ridgewood Park (5730 Malden) to Richard O. Serna and/or assigns and John Tamez and/or assigns in amount of$400,003; and g) Willow Park (11418 Willowood) to Martin and Gaby Sada and/or assigns in amount of$50,000. Attachments: Agenda Memo-Sale of Parkland Ordinance -Sale of Parkland Contract-Acushnet- MVR-032316-Signed by Buyer Contract-Cabra Park-032216 -signed by Buyer Contract- Durant- MVR-032316-Signed by Buyer Contract- Parklane -Ayala -030816 -Signed by Buyer Contract- Peary Park-4625-030816 -Signed by Buyer Contract- Ridgewood -Serna -032816-Signed by Buyer Contract-Willow Park-Sada -032316-signed by Buyer Maps -All Park Exhibits Combined 29. 16-0357 First Reading Ordinance -Amending the Urban Transportation Plan deleting the extension of First National Boulevard between Compton Road and Graham Road Ordinance amending the Urban Transportation Plan Map, of Mobility CC, a transportation element of the Comprehensive Plan of the City of Corpus Christi, by deletion of the extension of First National Boulevard; amending related elements of the Comprehensive Plan of the City; providing for severance; and providing for publication. Attachments: Agenda Memo- UTP Amendment Ordinance with Attachment- First National Blvd UTP Amendment Presentation - UTP Amendment 30. 16-0244 First Reading Ordinance -Appropriating funds and approving the four agreements with American Electric Power(AEP) for the Installation of LED Street Lights on North Beach at City Parks along the Beach Walk Ordinance appropriating $99,557 from unreserved fund balance in the No. 1040 Parking Improvement Fund; authorizing the City Manager, or designee, to approve Contribution-In-Aid-Of-Construction Agreements with American Electric Power (AEP) for a total of$149,958.41, for the installation of the LED lighting improvements on North Beach at City parks along the Beach Walk; and amending the FY 2015-2016 Operating Budget adopted by Ordinance 030620 by increasing expenditures by $99,557. Corpus Christi Page 12 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 Attachments: Agenda Memo- Light Up CC Ordinance - North Beach AEP lighting improvements Budget-Light Up CC Location Map- Light Up CC Contract 1 - North Beach Contract 2- North Beach Contract 3- North Beach Contract 4- North Beach Presentation - Light Up CC 31. 16-0363 First Reading Ordinance - Amending ordinance to Prohibit parking on Leopard Street from Rose Street to Pierpont Street in front of Fire Station No. 5 Ordinance amending the Code of Ordinances, Chapter 53, Section 53-252 Schedule III - Parking prohibited at all times on certain streets by adding Leopard Street, south side, from Rose Street to Pierpont Street. Attachments: Agenda Memo- Leopard Street Rose and Pierpont.docx Ordinance - Leopard Street Rose and Pierpont Location Map- Leopard Street Parking Prohibition Location Map.pdf Presentation - Leopard Street Rose and Pierpont.pptx 32. 16-0314 First Reading Ordinance - Authorizing the issuance of General Improvement Refunding Bonds Ordinance authorizing the issuance of one or more series of"City of Corpus Christi, Texas General Improvement Refunding Bonds", as further designated by series, in an aggregate principal amount not to exceed $23,610,000, levying a continuing direct annual ad valorem tax, within the limitations prescribed by law, for the payment of the bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement, a purchase contract, and an escrow agreement; complying with the letter of representations on file with the depository trust company; delegating the authority to certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. Attachments: Agenda Memo- Issuance of GO Refunding Bonds 4-12-16.doc Ordinance -GO Refunding Bonds 3-21-16.pdf P. FUTURE AGENDA ITEMS: (ITEMS 33 -43) The following items are for Council's informational purposes only. No action will be Corpus Christi Page 13 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 taken and no public comment will be solicited. 33. 16-0315 Appointment of Financial Advisor for Issuance of General Improvement Refunding Bonds Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for one or more series of"City of Corpus Christi, Texas General Improvement Refunding Bonds" in an aggregate principal amount not to exceed $23,610,000. Attachments: Agenda Memo- FA for GO Bond Refunding 4-12-16.doc Exhibit A-Financial Advisor Fee Schedule.pdf 34. 16-0407 Appointing Council Member Michael T. Hunter to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation Motion appointing City Council Member Michael T. Hunter as board member to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation. Attachments: Agenda Memo-CBHFDC-2016 35. 16-0406 Appointing Council Member Michael T. Hunter to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation Motion appointing Council Member Michael T. Hunter as a Board Member to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation. Attachments: Agenda Memo-CCHFC and CCIDC 2016 36. 16-0169 Engineering Design Contract for the equipment in the Traffic Management Center under the Signal Improvement and Street Lighting (Bond 2012) Proposition 1 project Motion authorizing the City Manager, or designee, to execute a contract for professional services with Maldonado-Burkett Intelligent Transportation Systems, LLP (MBITS) of Corpus Christi, Texas in the amount of$697,785.18 to complete the design and implementation of the Traffic Signal Management Equipment in the new Traffic Management Center (TMC) (Bond 2012 Proposition 1 Signal Improvements & Street Lighting project) Corpus Christi Page 14 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 Attachments: Agenda Memo-Traffic Management Center Signal Improvements Project Budget-Traffic Management Center Signal Improvements Location Map-Traffic Management Center Contract-Traffic Management Center Signal Improvements Presentation -Traffic Management Center Signal Improvements Form 1295-MBITS Traffic Management Center 37. 16-0306 Engineering Design Contract Amendment No 4 for O.N. Stevens Raw Water Influent Improvements Motion authorizing the City Manager, or designee, to proceed with design, bid and construction phase services by executing Amendment No. 4 with Freese and Nichols, Inc. of Corpus Christi, Texas in the amount of$650,729 for a total restated fee not to exceed $2,639,549 for O.N. Stevens Raw Water Influent Improvements. Attachments: Agenda Memo-ONS Raw Water Improvements Project Budget-ONS Raw Water Improvements.As Location Map-ONS Raw Water Improvements.pdf Contract-ONS Raw Water Improvements.pdf Presentation -ONS Raw Water Improvements Form 1295-ONS Raw Water Improvements 38. 16-0305 Engineering Design Contract for O.N. Stevens Facilities Feed Optimization Improvements Motion authorizing the City Manager, or designee, to execute an Engineering Design contract with LNV, Inc. of Corpus Christi, Texas in the amount of$1,091,812 for O.N. Stevens Facilities Feed Optimization Improvements for design, bid and construction phase services. Attachments: Agenda Memo-ONS Facilities Feed Project Budget-ONS Facilities Feed.xls Location Map-ONS Facilities Feed Contract-ONS Facilities Feed Presentation -ONS Facilities Feed Final Form 1295-ONS Facilities Feed 39. 16-0368 Construction Contract and Construction Materials Testing Agreement for the Elevated Water Storage Tanks (Alternative Capacity Requirement Implementation, Phase 2) Motion authorizing the City Manager or designee to execute a construction contract with CB&I, Inc. of The Woodlands, Texas in the amount of$9,245,050 for the Elevated Water Storage Tanks (Alternative Capacity Requirement Implementation, Phase 2) for the Corpus Christi Page 15 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 Base Bid plus Additive Alternates No. 2 and 4 and to execute a construction materials testing agreement with Rock Engineering and Testing Laboratory, Inc. of Corpus Christi, Texas in the amount of $63,400 for the Elevated Water Storage Tanks. Attachments: Agenda Memo- Elevated Storage Tanks Prosect Budget- Elevated Storage Tanks Location Map- Elevated Storage Tanks.pdf Contract- Elevated Storage Tanks.pdf Presentation - Elevated Storage Tanks Pressure Zone Map- Elevated Storage Tanks.pdf Form 1295 CB&I, Inc-Elevated Storage Tanks.pdf Form 1295 Rock Engineering - Elevated Storage Tanks.pdf 40. 16-0369 Authorizing a construction contract for Citywide Collection System Pipebursting Indefinite Delivery/Indefinite Quantity (IDIQ) Part B with 4 optional one year extensions to be administratively approved Motion authorizing the City Manager or designee to execute a multi-year construction IDIQ contract with PM Construction & Rehab, LLC of Pasadena, Texas in the amount of $1,875,000 for the Citywide Collection System Pipebursting Project. Contract renewals for four (4) optional future years will be administratively approved. Attachments: Agenda Memo- RiDebursting.docx Project Budget- RiDebursting.As Location Map RiDebursting.Of Presentation RiDebursting.pptx Form 1295-RiDebursting.Of 41. 16-0396 Resolution authorizing the City Manager or designee to negotiate and execute a service agreement with Concentra Health Services, Inc., to provide management and operation of the City's employer-sponsored Wellness Clinic for a two-year term, with up to three one-year extensions. Attachments: Agenda Memo- Employer Sponsored Wellness Clinic Resolution Employer Wellness Clinic vFinal Service Agreement- Employer Sponsored Wellness Clinic part 1 Service Agreement- Employer Sponsored Wellness Clinic part 2 Service Agreement- Employer Sponsored Wellness Clinic part 3 Form 1295 Service Agreement- Employer Sponsored Wellness Clinic part 4 42. 16-0327 Awarding the purchase of property insurance through Carlisle Corpus Christi Page 16 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 Insurance Agency, Broker of Record Motion awarding the purchase of property insurance and, authorizing the City Manager to execute all documents necessary to purchase All Risk, Flood, Named Storm, Wind/Hail, Earthquake, and Equipment Breakdown through Carlisle Insurance Agency, Broker of Record for property insurance, in exchange for premium totaling $2,001,750 from May 5, 2016 to May 5, 2017 of which $811,669 is required for the remainder of FY 2015-2016. Attachments: Agenda Memo-2016-17 Property Insurance Renewal Proposal 43. 16-0347 Resolution approving Second Amended Interlocal Cooperation Agreement for Tax Increment Reinvestment Zone Three Resolution authorizing the City Manager to execute a Second Amended Interlocal Cooperation Agreement with Del Mar College District, relating to the participation of the City and Del Mar College District in Reinvestment Zone Three, City of Corpus Christi Texas Attachments: Agenda Memo-Del Mar College TIRZ Extension Resolution -TIRZ Del Mar Interlocal 2016 Interlocal Agreement- Del Mar College TIRZ#3 Q. FUTURE CORPORATION MEETING: (ITEM 44) 44. 16-0402 Annual Board Meeting of the Corpus Christi Housing Finance Corporation Attachments: Agenda Memo for CCHFC Board Meeting 4 19.docx CCHFC Board Agenda Minutes -CCHFC16-01 Treasurers Report-CCHFC Feb 2016 Resolution R. BRIEFINGS: (ITEM 45 -46) 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. 45. 16-0242 Parks and Recreation Master Plan and Community Enrichment Funds Attachments: Agenda Memo- Parks master plan Presentation Park Master Plan and CE Fds Exhibit A-Malor Investment Parks list Exhibit B -Park Planning areas 46. 16-0404 Discovery - Transportation Network Company Ordinance Corpus Christi Page 17 Printed on 4/11/2016 City Council Meeting Agenda-Final-revised April 12,2016 Reconsideration Attachments: Agenda Memo-TNC Ordinance Presentation-TNC Ordinance Spreadsheet-Summary of TNC Ordinances in 16 Texas Cities S. ADJOURNMENT Corpus Christi Page 18 Printed on 4/11/2016 CorCorpus Christi 1201 Leopard Street F' Corpus Christi,TX 78401 r& cctexas.com Meeting Minutes City Council Tuesday, March 29,2016 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 at 11:30 a.m. B. Invocation to be given by Pastor Claude Axel, Mount Pilgrim Baptist Church. Pastor Claude Axel gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Dan Grimsbo, Interim Director of Water& Utilities. Dan Grimsbo, Interim Director of Water&Utilities 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 City Council and the required Charter Officers were present to conduct the meeting. Present: 9- Mayor Nelda Marti nez,Council Member Rudy Garza,Council Member Michael Hunter,Council Member Chad Magill,Council Member Colleen Mclntyre,Council Member Lucy Rubio,Council Member Brian Rosas,Council Member Mark Scott, and Council Member Carolyn Vaughn E. Proclamations /Commendations 1. Proclamation declaring April 2, 2016, "17th Annual Celebration of Cesar Chavez Day". Proclamation declaring April 9, 2016, "Earth Day-Bay Day" and April 2016 "Earth Month". Proclamation declaring April 12, 2016, "National Equal Pay Day". Proclamation declaring April 10-16, 2016, "National Public Safety Telecommunicators Week". Proclamation declaring April 2016, "Senior Citizen Month". Check Presentation to the City of Corpus Christi by Tom Schmid, President & CEO, Texas State Aquarium. Swearing-in Ceremony for Newly Appointed Board, Commission and Corpus Christi Page 1 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 Committee Members. The proclamations were presented,the check presentation was made and the newly appointed Board, Commission and Committee members were sworn in. 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 choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Mayor Martinez referred to comments from the public. City Attorney Miles K. Risley reviewed the Rules of Decorum for the city council meeting. The following individuals spoke in opposition to the Transportation Network Ordinance passed by the city council on March 8,2016: Michael McCauley,453 Williamson; Steve McMains,252 Circle Drive;Joe Hilliard, 510 McClendon; Betty Fields, 35 Blue Heron Drive, Rockport, Texas; Edward Espino, 5826 S. Alameda;William Thompson, 8326 Salsa Drive; Richard Torres, 6209 Choctaw; Rick Gomez, 5022 Bonner; Tim Welker, 14977 Canadian Mist Drive; Rachel Caballero,4021 Wood River Drive; Steve DeAses, 6314 Penny Lane; Kristin Seaton, 1117 Harbor Lights Drive; George Fennema, 7525 Rancho Vista; Eric Herman, 801 Crestview Drive; Sylvia Bolster, 7126 Crapemyrtle Drive; Dennise Thompson, 2011 Hidden Lake Drive; Cecilia Cruz, 5217 Williams Drive;Josie Valdez,4134 Shaw; Osman Yousef; and Jimmy Maddox, 4222 Ocean Drive. The following individuals spoke in support of the Transportation Network Ordinance passed by the city council on March 8,2016: Ray Nelson, 1110 Shields; Eric Graves,4320 Loma Alta; Robert Whipple,4202 Cambridge Drive; Nueces County Sheriff Jim Kaelin; Vicki Walker, 5925 Rio Grande; Liz Gutierrez, 1033 Green View; and Jair Gonzalez, 1325 S. Port. Judy Telge, 1537 Seventh Street spoke regarding affordable housing in Corpus Christi; Jack Gordy, 4118 Bray Drive spoke about the sidewalk and palm trees on Airline Road; Susie Luna Saldana,4710 Hakel said the decision regarding the Transportation Network Companies ordinance is a council decision and not a media decision; Gloria Scott,4422 S. Alameda spoke regarding the birthday of the Girl Scouts organization;Abel Alonzo, 1701 Thames spoke his experience with taxis unsatisfactory and that transportation options after 9:00 p.m. are limited for people with disabilities; Kevin Hill, 1509 Ocean Drive,spoke regarding Bayshore Park improvements; and Stacy Palacios, 7313 Candy Ridge Road invited city council members to pose for photos with the animals at the animal control facility that are to be adopted,said short-term foster homes for animals are needed and thanked Council Member Vaughn for touring the animal control facility. G. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor Martinez referred to City Manager's Comments. City Manager Ron Olson discussed the following topics: the next"Let's Talk"meeting will take place this Wednesday from 6:00 p.m.to 7:00 p.m. at the Garden Senior Center Corpus Christi Page 2 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 on Greely Street; recognition of Assistant Director of Management and Budget, Eddie Houlihan, for his 17 years of service in Management and Budget and announced that Assistant Director Houlihan has taken the position of City Manager in George West, Texas;the appointment of Christine Garza as Interim Assistant Director of Management and Budget and that Reba George has been appointed Temporary Budget Officer in Management and Budget; recognition that the school childrens'art currently on display in City Hall is in honor of Youth Art Month this month. a. OTHER None. H. MINUTES: 2. Special Meeting of March 7, 2016 and Regular Meeting of March 8, 2016. Mayor Martinez referred to approval of the minutes. A motion was made by Council Member Magill, and seconded by Council Member McIntyre that the Minutes be passed. The motion carried by a unanimous vote. I. BOARD &COMMITTEE APPOINTMENTS: (NONE) L. EXECUTIVE SESSION: (ITEMS 9 - 11) Mayor Martinez deviated from the agenda and referred to the day's executive sessions. The Council went into executive session. 9. Executive session pursuant to Texas Government Code § 551.071 for consultation with attorneys regarding collective bargaining matters 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. 10. 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 conveyance, lease, and sale of City property and pursuant to Texas Government Code § 551.072 to discuss and deliberate the purchase, exchange, lease, and value of real property located at the following addresses when deliberation in open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person: 6746 Aaron known as Acushnet Park; 4017 Capitol known as Congress Park; 6113 Durant known as Durant Park; 5151 McArdle known as Mt. Vernon Park; 1750 Paul Jones known as Peary Park; 5730 Malden known as Ridgewood Park; 4301 Violet Road known as Violet Park; 11418 Willowood known as Willow Park; 12650 Figueroa known as San Carlos Park; 4302 Aaron known as Penn Place Park; Corpus Christi Page 3 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 4600 Arlene known as Parklane Park; 1323 W. Broadway known as Cabra Park; 4938 Moody known as Fountain Park; and 7244 Prairie known as Creekway Park. This E-Session Item was discussed in executive session. 11. 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 proposed improvements to the Park Road 22 canal and pursuant to Texas Gov't Code § 551.087 to discuss confidential commercial or financial information pertaining to entities that the City seeks to have locate, stay or expand within the City limits along Park Road 22 and with which the City is conducting economic development negotiations and to deliberate possible offers of financial or other incentives to said business prospect(s) This E-Session Item was discussed in executive session. K. CONSENT AGENDA: (ITEMS 3 - 8) Approval of the Consent Agenda Mayor Martinez deviated from the agenda and referred to the Consent Agenda. There were no comments from the public. Council members requested that Items 4 and 5 be pulled for individual consideration. A motion was made by Council Member Scott,seconded by Council Member Rubio, to approve the Consent Agenda. The consent agenda items were approved by one vote as follows: Aye: 9- Mayor Martinez, Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 3. Approving a Developer Participation Agreement to reimburse the developer for the City's cost to extend Oso Parkway east of Cimarron Boulevard located south of Yorktown and west of Salsa Drive Resolution authorizing the City Manager or designee to execute a developer participation agreement with Ata O. Azali, LLC., ("Developer"), to reimburse the Developer up to $224,662.67 for the City's share of the cost to extend Oso Parkway, in accordance with the Unified Development Code. This Resolution was passed on the Consent Agenda. Enactment No: 030791 Corpus Christi Page 4 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 6. Authorizing execution of an Engineering Design Contract for the design of traffic signals approved in the 2014 Highway Safety Improvement Program grant Motion authorizing the City Manager or designee to execute the engineering design, bid and construction phase services contract with Maldonaldo-Burkett Intelligent Transportation Systems, LLP (MBITS) of Corpus Christi, Texas in the amount of$668,956.56 for the design of traffic signals approved in the 2014 Highway Safety Improvement Program grant. This Motion was passed on the Consent Agenda. Enactment No: M2016-030 7. Second Reading Ordinance -Appropriating funds and executing agreement for replacement of the covered parking canopy and hardware at the Corpus Christi International Airport (1st Reading 3/8/16) Ordinance appropriating $178,000 from the unreserved fund balance in the No. 4610 Airport Fund for replacement of the covered parking canopy fabric and hardware at the Corpus Christi International Airport ("Airport"); amending the FY2016 Operating Budget adopted by Ordinance No. 030620 to increase expenditures by $178,000; and authorizing the City Manager or designee to execute an agreement for $177,132 with USA Shade & Fabric Structures for this turnkey project at the Airport. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030794 8. Second Reading Ordinance -Approving an agreement and appropriating funds to reimburse the developer for the construction of water arterial transmission and grid main line located east of Cimarron Boulevard, south of Yorktown and west of Salsa Drive (1st Reading 3/8/16) Ordinance authorizing city manager or designee to execute a water arterial transmission and grid main construction and reimbursement agreement ("Agreement") with Ata O. Azali, LLC., ("Developer"), for the construction of a water arterial transmission and grid main line and appropriating $96,617.67 from the No. 4030 Arterial Transmission and Grid Main Trust Fund to reimburse the Developer in accordance with the Agreement. This Ordinance was passed on second reading on the Consent Agenda. Enactment No: 030795 Corpus Christi Page 5 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 4. Resolution authorizing the execution of an interlocal agreement for park improvements at West Haven Park Resolution authorizing the City Manager or designee to execute an Interlocal Agreement with Nueces County for park improvements at West Haven Park located near intersection of Cliff Maus Drive at Rockford Drive. Mayor Martinez referred to Item 4, interlocal agreement for park improvements at West Haven Park. A council member thanked the Parks & Recreation Department and Nueces County Commissioner Joe Gonzalez for their work on this item. Council Member Rubio made a motion to approve the resolution,seconded by Council Member Magill. This Resolution was passed and approved with the following vote: Aye: 9- Mayor Martinez, Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Enactment No: 030792 5. Resolution awarding service agreements for Bayfront Parks and Medians Turf and Grounds Maintenance Resolution awarding service agreements to the lowest responsible bidder for each acreage group in response to Bid Event No. 82; and authorizing the City Manager or designee to execute all documents related to this bid award totaling up to $216,279.35. Funds have been budgeted by the Parks and Recreation Departments in FY 2015-2016. Mayor Martinez referred to Item 5, Bayfront Parks and Medians Turf Grounds Maintenance. In response to council members, Interim Director of Parks & Recreation, Stacie Talbert-Anaya, said: although the Parks & Recreation Department has a crew dedicated to mowing,the cost of this contract has been determined to be more cost effective than Parks &Recreation crews doing the mowing; and both contractors and Parks & Recreation staff are responsible for maintaining the flower beds, depending on the area. Council members also discussed the following topics: obtaining assistance with mowing from the homeless; and including in future agenda items, a comparison of contractor versus staff cost to mow. Council Member McIntyre made a motion to approve the resolution,seconded by Council Member Garza. This Resolution was passed and approved with the following vote: Aye: 8- Mayor Martinez, Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Rosas and Council Member Scott Corpus Christi Page 6 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 Nay: 1 - Council Member Vaughn Abstained: 0 Enactment No: 030793 N. REGULAR AGENDA: (ITEM 13) 13. One Reading Action Item - Request by Petitioners to Repeal Ordinance Regarding Transportation Network Companies Ordinance considering a request by petitioners, pursuant to Article I, Section 4 of the City Charter to repeal Ordinance No. 030788 which amended Chapter 57 of the Code of Ordinances regarding transportation network companies; repealing adopted ordinance; providing for publication; and declaring an emergency. Mayor Martinez deviated from the agenda and referred to Item 13. City Secretary Rebecca Huerta reviewed the following topics: pursuant to the City Charter, citizens have the right to ask the council to reconsider any adopted ordinance; the reconsideration and referendum process; on March 15, 2016, 5 registered votes submitted the required statement of intent to circulate a petition calling for a referendum;the council has until adjournment of the next regular council meeting following receipt of the statement to reconsider the ordinance; if council does not take the requested action in the required timeframe, then the City Secretary provides petition pages for circulation among the City's registered voters; a valid petition containing signatures equal to at least 5%of the City's registered voters must be filed with the City Secretary within 90 days; per the City Charter, all signatures on the petition must be in ink;that the signatures be obtained once the official petition pages are given to petitioners; and that if a valid petition is filed within 60 days,the effectiveness of the ordinance is suspended and that an election is called at the next uniform election date under State law; because the statutory last day to call for a May election has passed, May is not an option; if a valid petition is filed after 60 days, but within 90 days, the ordinance can remain in effect and an election is called at the next regular city council election, which is November 8,2016;the alternatives available to the city council today are: (1) vote in favor of the ordinance associated with this agenda item,which would repeal Ordinance number 030788 regarding Transportation Network Companies (TNC), (2)vote against the ordinance,which would keep the ordinance in place, or(3)take no action. Options (2)and (3)could initiate referendum proceedings. City Secretary Huerta also explained that staff's recommendation is to consider this item prior to the anticipated motion to reconsider. Council members spoke regarding the following topics: using the Houston ordinance as a model;that the City's existing ordinance gives Transportation Network Companies (TNC)the ability to legally operate in Corpus Christi; and excerpts from a letter from the Mayor of Houston Sylvester Turner regarding its regulation of TNCs was read. Mayor Martinez introduced Lara Cottingham and Alexander Heim of the City of Houston. Council members discussed the following topics: the reason representatives Corpus Christi Page 7 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 from Houston were invited;the reason representatives from other Texas cities with TNC ordinances were not invited; and background checks based on commerical versus biometric fingerprinting. Chris Miller, Texas Public Policy Manager for Uber Technologies stated: of the 25 states and more than 200 cities that regulate ride-sharing, the City of Houston is the only one that requires mandatory fingerprinting for peer-to-peer;that Uber does fingerprinting in New York because they run a taxi service; and that Uber's business is not what it should be in Houston due to the City of Houston's TNC ordinance. Council members discussed the following topics: the current controversy over the City of Austin, Texas'TNC ordinance; options to repeal or reconsider; the large volume of e-mails received by council members,some of which returned 'undeliverable' notices when council members responded to them, while others were from individuals who reside outside of Corpus Christi;the reasons Uber does not want fingerprinting; the cost of fingerprinting;whether the reconsideration or repeal should be considered first; why the Corpus Christi TNC ordinance does not fit into Uber's business model; that Uber maintains a$1 million umbrella insurance policy and requires a state vehicle inspection; in the event of an accident, Uber's insurance provides coverage; completeness of Federal Bureau of Investigation (FBI) records accessed when completing background check using fingerprints;the proper use of background checks; the fact that a hearing is triggered for applicants who fail background checks in the City of Houston; only looking at convictions and sentencing data; incomplete background checks;whether commercial or fingerprint-based background checks are more comprehensive; and individuals passing commercial background checks performed by Uber, but failing fingerprint-based background check. Council Member McIntyre made a motion to table Item 13,seconded by Council Member Magill. The motion to table failed with the following vote: Aye: 4- Council Member Hunter, Council Member Magill, Council Member McIntyre and Council Member Scott Nay: 5- Mayor Martinez, Council Member Garza, Council Member Rubio, Council Member Rosas and Council Member Vaughn Abstained: 0 Council members and Mr. Miller, Mr. Heim and Ms. Cottingham discussed the following topics: Uber's unique safety features;the benefits of fingerprinting; the audit provisions in the College Station, Texas ordinance; Uber having left Midland, Texas due to a permitting issue;that, in Texas, Uber has left San Antonio, Galveston, Midland and Corpus Christi;that FBI records checks do not include motor vehicle checks; that the City of Corpus Christi will check motor vehicle records through the State of Texas, in addition to fingerprint-based background checks through the FBI; de-regulating the taxi industry; improving on safety over College Station's TNC ordinance; considering the College Station model that does not require fingerprinting; the dates various Texas cities'TNC ordinances became effective; that newer TNC ordinances passed by Texas cities do not have fingerprint requirements;that the results of a particular survey regarding TNCs shows that safety is the top priority; a need to validate Uber's safety features; the City of Corpus Christi cannot be added to Uber's insurance as an additional insured per State law; whether Uber drivers can do their own fingerprinting in addition to the Corpus Christi Page 8 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 commercial background checks Uber currently performs; and whether DWIs have decreased since Uber has been in Corpus Christi. Mayor Martinez called for comments from the public. John Kelly, 3621 Austin, stated that citizens can choose who they want to get into a car with and urged city council to repeal the TNC ordinance. Hasib Gonzalez,with Corpus Christi Taxi,spoke in favor of fingerprinting and about various free forms of transportation for the elderly. Council Member McIntyre made a motion to approve the Ordinance on one reading,seconded by Council Member Scott. This Ordinance failed with the following vote: Aye: 4- Council Member Hunter, Council Member Magill, Council Member McIntyre and Council Member Scott Nay: 5- Mayor Martinez, Council Member Garza, Council Member Rubio, Council Member Rosas and Council Member Vaughn Abstained: 0 J. EXPLANATION OF COUNCIL ACTION: Mayor Martinez deviated from the agenda and referred to Item J. Council Member Magill made a motion to reconsider Item 14, 16-0237, second reading ordinance amending the City Code to establish Article VI, Transportation Network Companies,first reading was February 23,2016, seconded by Council Member McIntyre. City Secretary Huerta explained that the city council can reconsider an item, as long as it is reconsidered at the next regularly scheduled council meeting, by someone on the prevailing side,seconded by someone on the prevailing side and approved by two-thirds vote of the council. The vote on this item was taken on March 8,2016 and this is the next regularly scheduled council meeting. Council Members discussed the following topics: if there is a way to audit TNCs with which the City is comfortable,then the elimination of fingerprinting may be considered by some council members; whether biometric fingerprinting will be audited; building fairness into TNC regulations in order for taxi companies to be able to compete; having more time to negotiate a solution; deregulating the taxi industry in Corpus Christi; safety; putting the TNC regulation issue before the voters;survey results; if a vote to reconsider is a vote to consider an ordinance that does not have fingerprint-based background checks; having 30 to 60 days to discuss the TNC ordinance further; the TNC ordinance the City of Corpus Christi has already passed has not become effective as it has not yet been published;the petition process needing to be concurrent with the 30-to 60-day reconsideration period in order for the petitioners to be able to get the item on the November 8,2016 ballot; bringing back to city council the vehicle-for-hire ordinance, addressing TNCs first;that voting to not reconsider the TNC ordinance does not impair the council's ability to a consider a TNC ordinance in the future,so long as the mayor, the city manager, or five council members have it placed on the agenda or it is otherwise on the agenda for some reason. Corpus Christi Page 9 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 This motion to reconsider was passed and approved with the following vote: Aye: 6- Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Scott and Council Member Vaughn Nay: 3- Mayor Martinez, Council Member Rubio and Council Member Rosas Abstained: 0 Enactment No: M2016-029 MOTION OF DIRECTION Council Member Magill made a motion of direction directing the City Manager to allow for a 30-to 60-day window of time to reconsider Ordinance No. 030788, seconded by Council Member Scott. City Manager Ron Olson clarified that staff will arrange a city council workshop regarding alternatives and desired features in a revised TNC ordinance, including written comments from city council members. Council members discussed the following topics: due to the current ordinance having been voted to be reconsidered during this city council meeting, it will not be published, and,therefore, it is not in effect;whether a revised ordinance, addressing both TNCs and taxis,should be brought back at the same time; and that the requirement for mandatory biometric fingerprint background checks be excluded from the revised ordinance brought back by staff;would like to hear from cities that have implemented ordinances in the last six months that do not have biometric fingerprinting in their ordinance, including the reasons why biometric fingerprinting is excluded from those ordinances; emphasis on the auditing process; and using the College Station ordinance as a model. The motion of direction was further clarified such that the revised ordinance to be brought back to city council will include TNCs and taxi cabs and will exclude biometric fingerprinting background checks. Further discussion ensued as to whether the motion on the floor is a motion to table the ordinance for 30 to 60 days or if the motion is a motion of direction. After some discussion, it was clarified that the motion was a motion of direction. The motion of direction directing the City Manager to allow for a 30-to 60-day window of time to reconsider Ordinance No. 030788,to include both TNCs and taxi cabs and exclude biometric fingerprinting background checks,was passed and approved by the following vote: AYE: Council Members McIntyre, Rubio, Scott,Vaughn, Garza, Hunter and Magill; NO: Council Members Martinez and Rosas. M. PUBLIC HEARINGS: (ITEM 12) 12. Public Hearing and First Reading Ordinance - Rezoning property Corpus Christi Page 10 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 located at 14601 Northwest Boulevard Case No. 0216-01 IHS Consultants, LP: A change of zoning from the "FR" Farm Rural District to the "CG-2" General Commercial District. The property is described as being 6.709 acres out of the East 1/2 of the East 'h of Lot 3, Block 2, Nueces River Irrigation Park, located near the southwest corner of Northwest Boulevard (FM 624) and River Hill Drive. Planning Commission and Staff Recommendation (February 24, 2016): 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 IHS Consultants, LP ("Owner"), by changing the UDC Zoning Map in reference to a 6.709-acre tract of land out of the East 1/2 of the East 'h of Lot 3, Block 2, Nueces River Irrigation 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. Mayor Martinez deviated from the agenda and referred to Item 12. Interim Director of Development Services Dan McGinn stated that the purpose of this item is to rezone the subject property to allow development of commercial uses. Mr. McGinn stated that the Planning Commission and staff are in favor of the zoning change. Mayor Martinez opened the public hearing. There were no comments from the Council or the public. Mayor Martinez closed the public hearing. In response to a council member, Mr. McGinn stated that apartments may be built within the CG-2 General Commercial District. Council Member Garza made a motion to approve the ordinance,seconded by Council Member McIntyre. This Ordinance was passed on first reading and approved with the following vote: Aye: 7- Mayor Martinez, Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Rosas and Council Member Scott Nay: 2- Council Member Rubio and Council Member Vaughn Abstained: 0 N. REGULAR AGENDA: (ITEMS 14 - 15) 14. One Reading Action Item - Resolution honoring the Coastal Bend Council of Governments on its 50th anniversary. Corpus Christi Page 11 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 Resolution honoring the Coastal Bend Council of Governments on its 50th anniversary. Mayor Martinez deviated from the agenda and referred to Item 14. Director of Intergovernmental Relations Tom Tagliabue,stated that the purpose of this item is to adopt a resolution honoring the Coastal Bend Council of Governments on its 50th Anniversary. There were no comments from the council or the public. Council Member Garza made a motion to approve the resolution,seconded by Council Member Rubio. This Resolution was passed and approved with the following vote: Aye: 9- Mayor Martinez, Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Enactment No: 030796 15. Design - Build Agreement for Bayshore Park (Bond 2008 Proposition 7) Motion authorizing the City Manager, or designee, to execute a Design - Build Agreement with Fulton Coastcon General Contractors of Corpus Christi, Texas in the amount of$5,080,000 for the Bayshore Park project as part of the Bond 2008 Proposition 7 Bayfront Development Plan Phase 3 project. Mayor Martinez referred to Item 15. Executive Director of Public Works Valerie Gray,stated that the purpose of this item is to execute a design-build agreement with Fulton Coastcon General Contractors, in the amount of $5,080,000, for the Bayshore Park project as part of the Bond 2008, Proposition 7, Bayfront Development Plan Phase 3 project. There were no comments from the council or the public. Council Member Garza made a motion to approve the motion, seconded by Council Member Rubio. This motion was passed and approved with the following vote: Aye: 9- Mayor Martinez, Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 Enactment No: M2016-031 O. FIRST READING ORDINANCES: (ITEMS 16 -25) 16. First Reading Ordinance -Accepting and appropriating grant Corpus Christi Page 12 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 funds for Internet Crimes Against Children (ICAC) Task Force program within the Police Department Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the Office of the Attorney General for the Internet Crimes Against Children (ICAC) Task Force program, in the amount of$5,200 to purchase equipment, supplies, and training travel for the ICAC program within the Police Department; and appropriating the $5,200 in the No. 1061 Police Grants Fund. Mayor Martinez referred to Item 16. Chief of Police Mike Markle,stated that the purpose of this item is to accept and appropriate$5,200 in grant funding for the Internet Crimes Against Children (ICAD) Task Force program in the Police Department. This grant is for supplies and travel. A match is not required. There were no comments from the Council or the public. Council Member Rosas made a motion to approve the Ordinance, seconded by Council Member McIntyre. This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Mayor Martinez, Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 17. First Reading Ordinance -Accepting and appropriating a grant for the ASPCA (American Society for the Prevention of Cruelty to Animals) and Subaru "Share the Love" Rescue Ride project Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the American Society for the Prevention of Cruelty to Animals (ASPCA), in the amount of$ 9,000 for the ASPCA and Subaru "Share the Love" Rescue Ride project; and appropriating the $9,000 in the No. 1061 Police Grants Fund. Mayor Martinez referred to Item 17. Chief of Police Mike Markle,stated that the purpose of this item is to accept and appropriate grant funds for the American Society for the Prevention of Cruely to Animals (ASPCA) and Subaru "Share the Love" Rescue Ride project in the amount of$9,000. This grant aids in increasing the City's live release rate. A match is not required. There were no comments from the Council or the public. Council Member Rubio made a motion to approve the Ordinance, seconded by Council Member Magill. This Ordinance was passed on first reading and approved with the following vote: Corpus Christi Page 13 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 Aye: 9- Mayor Martinez, Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 18. First Reading Ordinance -Accepting and appropriating State funds for training and purchase of training equipment at the Police Department Ordinance authorizing the City Manager or designee to execute all documents necessary to accept an annual allocation payment from the State of Texas - Law Enforcement Officer Standards and Education Account in the amount of$27,494.93; and appropriating funds from the State of Texas - Law Enforcement Officer Standards and Education Account in the amount of$27,494.93 in the No. 1061 Police Grants Fund for training of police personnel and purchase of training equipment. Mayor Martinez referred to Item 18. Chief of Police Mike Markle,stated that the purpose of this item is to accept and appropriate funds from the State of Texas'-Law Enforcement Officer Standards and Education Account in the amount of$27,494.93 for training and the purchase of training equipment for the Police Department. A match is not required. There were no comments from the Council or the public. Council Member Rubio made a motion to approve the Ordinance, seconded by Council Member McIntyre. This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Mayor Martinez, Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 19. First Reading Ordinance -Appropriating funds for "one-time" expenditures from Crime Control District for the Police Department Ordinance appropriating $492,678 from the Unreserved Fund Balance in the No. 9010 Crime Control District Fund for"one-time" expenditures and amending the FY2015-16 Operating Budget adopted by Ordinance No. 030620 by increasing expenditures by $492,678. Mayor Martinez referred to Item 19. Chief of Police Mike Markle,stated that the purpose of this item is to appropriate funds from the Unreserved Fund Balance in the No. 9010 Crime Control District Fund, in the amount of$492,678,for one-time expenditures. These funds will be used for needs that cannot be purchased through general budgeting, such as rifles,tasers and automatic Corpus Christi Page 14 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 ticket writers. There were no comments from the public. Council members and Chief Markle discussed the following topics: the ability to afford annually-repeating costs given the decline in sales tax revenue; savings anticipated to occur in the FY15/16 budget; the need to purchase less-than-lethal force options with Crime Control District monies; if the Police Department is counting on reserves to pay for officers; prioritizing programs to avoid spending monies from the fund balance; and evaluating monies spent at juvenile assessment centers. City Manager Ron Olson addressed managing the Crime Control District Fund in light of declining sales tax revenues; monitoring sales tax revenue trends; and the current fund balance. Council Member Magill 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: 9- Mayor Martinez, Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 20. First Reading Ordinance -Accepting and appropriating Local funds for Emergency Planning Ordinance authorizing the City Manager or designee to accept and appropriate a contribution from the Industry Education Awareness Communication Committee in the amount of$27,011.14 into the LEPC Fund No. 6060 to purchase resources to communicate and educate Shelter-In-Place;and changing the FY 2015-16 Operating Budget adopted by Ordinance No. 030620 by increasing expenditures in the LEPC No. 6060 by $27,011.14. Mayor Martinez referred to Item 20. Fire Chief Robert Rocha stated that the purpose of this item is to accept and appropriate a contribution from the Industry Education Awareness Communication Committee in the amount of $27,011.14. These funds will be used to educate the public about shelter-in-place. There were no comments from the public. Council members and Chief Rocha discussed the following topic: methods of notifying the public, including reverse-alert. Council Member Rubio made a motion to approve the Ordinance, seconded by Council Member Magill. This Ordinance was passed on first reading and approved with the following vote: Corpus Christi Page 15 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 Aye: 9- Mayor Martinez, Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 21. First Reading Ordinance -Appropriating State Hotel Occupancy Tax revenues and establishing fiscal policy for the fund Ordinance appropriating $2.9 million in estimated revenues from the State hotel tax revenue in the No. 1032 State Hotel Occupancy Tax Fund to be used for beach and bayfront maintenance, and safety and protection activities; amending the FY 2015-16 Operating Budget adopted by Ordinance No. 030620 by increasing expenditures by $2,900,000. Mayor Martinez referred to Item 21. Interim Director of Parks and Recreation Stacie Talbert-Anaya stated that the purpose of this item is to appropriate$2.9 million in state hotel occupancy tax revenues for the purpose of assisting with beach and bayfront maintenance and shoreline protection projects. Council members and Ms. Talbert-Anaya discussed the following topics: that one-third of these monies is dedicated to operations on an annual basis and two-thirds to large-scale beach/bayfront protection and restoration efforts; more improvements should be made to McGee and North Beaches;that according to a recent study, McGee does not require renourishment; increased trash pickup, particularly during high tourist times and adding park enforcement at downtown beach areas;the amounts dedicated to Bay and Gulf Beaches in the current fiscal year; anticipated expenditures next fiscal year; and the definition of"bayfront maintenance" being: an expansion of time that Park Operations staff remove trash from the areas, rake McGee Beach,support additional special events in that area and splitting bay beach park enforcement,to include North Beach. There were no comments from the public. Council Member McIntyre made a motion to approve the Ordinance,seconded by Council Member Vaughn. This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Mayor Martinez, Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 22. First Reading Ordinance -Authorizing the City Manager or his designee to execute a License for Street Right of Way Use to construct a parking lot expansion project Ordinance authorizing the City Manager or his designee to execute a Corpus Christi Page 16 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 License for Street Right of Way Use with the B-Y 4918 Ayers, LTD. ("Licensee") to construct a parking lot expansion project to better serve the needs of Ayers Plaza Shopping Center tenants in full compliance with the City of Corpus Christi and with the approval of the Texas Department of Transportation, subject to the Licensee' compliance with specified conditions. Mayor Martinez referred to Item 22. Assistant Director of Development Services Julio Dimas stated that the purpose of this item is to authorize the City Manager or his designee to execute a License for Street Right-of-Way use to construct a parking lot expansion project to better serve the needs of Ayers Plaza Shopping Center tenants. There were no comments from the public. Council members and Mr. Dimas discussed the following topics regarding this project: location; landscaping; bus bench locations;that this is a lease and not a sale of the right-of-way; and the can-do attitude that resulted in this project. Council Member Rubio made a motion to approve the Ordinance, seconded by Council Member Magill. This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Mayor Martinez, Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 23. First Reading Ordinance -Amending City Code to allow two-way traffic on Third Street between Elizabeth Street and Morgan Avenue for the expansion of Spohn Hospital Ordinance amending the Code of Ordinances, Chapter 53, Section 53-250 Schedule I - One Way Streets and Alleys by changing the portion of Third Street between Elizabeth Street and Morgan Avenue from a one-way traffic pattern to a two-way traffic pattern. Mayor Martinez referred to Item 23. Executive Director of Public Works Valerie Gray introduced Corey Griffin, Project Manager with Perkins and Will Architects of Dallas, Texas and stated that the purpose of this item is to amend the City Code to remove the one-way designation, along Third Street, between Morgan Avenue and Elizabeth Street, permitting two-way traffic, complimenting the planned gateway enhancement planned by Spohn Hospital. Along with improved access to the hospital and new parking, the signalized intersection at Third and Elizabeth Streets will be replaced with a four-way stop. Spohn's consultants performed a traffic impact analysis which found that the requested changes will not adversely affect traffic flow in the area. The City's Transportation Advisory Committee approved the conversion request at its October 26,2015 meeting and no major concerns were raised during two community meetings held by Spohn this month. Construction is expected to be concluded in December of 2018. Corpus Christi Page 17 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 There were no comments from the public. Council Members discussed the following topics: whether the portion of Third Street to be modified will consist of one lane of northbound traffic with on-street parking or two-lanes, one in each direction;which businesses will lose on-street parking if this is approved;further clarifying the proposed four-way stop at Third and Elizabeth Streets; crosswalks in the area; and the installation of wayfinding signs in the surrounding blocks. Council Member McIntyre made a motion to approve the Ordinance,seconded by Council Member Garza. This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Mayor Martinez, Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 24. First Reading Ordinance -Advance Funding Agreement and Construction Contract for Packery Pointe Intersection Improvements Park Road 22 at Aquarius (Bond 2014) Ordinance authorizing the City Manager, or designee, to execute an Advance Funding Agreement (AFA) with the Texas Department of Transportation (TXDOT) with a required payment to TXDOT in the amount of$8,700; and to execute a construction contract with D & G Energy Corporation of McAllen, Texas in the amount of$773,738.75 for the Packery Pointe Intersection Improvements Park Road 22 at Aquarius Re-Bid #2 for Total Bid Part A and Part B for installation of a new signal and roadway improvements. (Bond 2014) Mayor Martinez referred to Item 24. Director of Engineering Services Jeff Edmonds stated that the purpose of this item is to authorize execution of an advance funding agreement with the Texas Department of Transportation (TXDOT)in the amount of$8,700, agreeing to reimburse TXDOT's costs involved with the plan review and coordination; and to award a construction contract,to the lowest responsive bidder, D &G Energy Corporation of McAllen, Texas, in the amount of$773,738.75. There were no comments from the public. Council Members spoke regarding the following topics: the re-bidding that was necessary for to this project; the misspelling of"Corpus Christi" in the ordinance; and other TXDOT-participation projects with respect to a potential 2018 Bond. Council Member Scott announced that, although he has abstained on this issue in the past, he no longer has a conflict of interest and will, therefore, be voting on this item in the future. Council Member McIntyre 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: Corpus Christi Page 18 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 Aye: 9- Mayor Martinez, Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 25. First Reading Ordinance -Authorizing the Issuance of Certificates of Obligation to fund Bond 2012 Projects Ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2016A" in an amount not to exceed $18,140,037 for the purpose of financing costs associated with making permanent public improvements within the City; providing for the payment of said Certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Solid Waste System; providing the terms and conditions of said Certificates and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements of the letter of representations on file with the depository trust company; delegating the authority to certain members of the City staff to execute certain documents relating to the sale of the Certificates; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. Mayor Martinez referred to Item 25. Director of Financial Services Constance Sanchez stated that the purpose of this item is to authorize the issuance of $18,140,037 of certificates of obligation for the purpose of paying contractual obligations necessary to complete the street projects from Proposition 1 in Bond 2012. The Notice of Intention was published, as required, in the Corpus Christi Caller Times on February 28,2016 and March 6,2016. There were no comments from Council or the public. Council Member McIntyre 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: 9- Mayor Martinez, Council Member Garza, Council Member Hunter, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Rosas, Council Member Scott and Council Member Vaughn Abstained: 0 P. FUTURE AGENDA ITEMS: (ITEMS 26 - 32) Corpus Christi Page 19 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 Mayor Martinez referred to Future Agenda Items. City Manager Ron Olson stated that staff had a planned presentation on Item 27. 26. Resolution granting City supported event status to the 2016 Beach to Bay Relay Marathon Resolution granting City supported event status in accordance with City Code of Ordinances Section 53-206 to the 2016 Beach to Bay Relay Marathon. This Resolution was recommended to the consent agenda. 27. Construction Contract for Collier Pool Renovations (Bond 2012) Rebid - Part A (Pool) Motion authorizing the City Manager, or designee, to execute a construction contract with Atlantis Aquatic Group. of Austin, Texas in the amount of$1,782,412 for the Collier Pool Renovations Rebid - Part A (Pool) for replacement of the existing swimming pool and pump house. (Bond 2012 Proposition 4 - Aquatic Facilities) This Motion was recommended to the regular agenda. 28. Purchase of six Wavetronix Radar Detection Systems for vehicle detection in signalized traffic intersections Motion approving the purchase of six Wavetronix Radar Detection Systems from Twincrest, Inc. doing business as Twincrest Technologies, Mansfield, Texas in accordance with the State of Texas Cooperative Purchasing Program for the amount of $113,380.00. The Street Department and Police Department have set aside funds in FY 2015-16 for this procurement. This Motion was recommended to the consent agenda. 29. Engineering Construction Contract for new traffic signal located at the intersection of Ocean Drive and Robert Drive under the Signal Improvements and Street Lighting Bond 2012 project Motion authorizing the City Manager, or designee, to execute a construction contract with Siemens Industry, Inc. of Corpus Christi, Texas in the amount of$207,007.95 for the Signal Improvements and Street Lighting project at Ocean Drive and Robert Drive for the Base Bid. BOND 2012 This Motion was recommended to the consent agenda. 30. Resolution approving the Mary Rhodes Phase II Pipeline Operations and Maintenance Agreement Corpus Christi Page 20 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 Resolution authorizing the City Manager or designee to execute an Operations and Maintenance Agreement with Lavaca-Navidad River Authority (LNRA) to maintain the Mary Rhodes Phase II easements, as well as, operate and maintain the pipeline and related facilities for a total initial operating budget of$345,000 dollars. This Resolution was recommended to the consent agenda. 31. Resolution approving two interlocal agreements under the Environmental Quality Air Quality Planning grant Resolution authorizing the City Manager or designee to execute an Interlocal Cooperation Agreement with University of North Texas and with Texas A& M University Corpus Christi for air quality research and planning program for Nueces and San Patricio County area in the amount of$191,685.63 each. This Resolution was recommended to the consent agenda. 32. Professional Services Agreement for Legal Services Motion to authorize City Manager or designee to execute Professional Services Agreement for Contract Legal Counsel with Julian Grant at hourly rate of$50.00 in a total amount not to exceed $75,000 for Fiscal Year 2015-2016. This Motion was recommended to the consent agenda. Q. BRIEFINGS: (ITEMS 33 - 35) 33. Ad Hoc Residential Street Infrastructure Advisory Committee update to Council Mayor Martinez referred to Item 33. Andy Taubman, Chairman of the Ad Hoc Residential Street Infrastructure Advisory Committee ("Committee"), provided a presentation covering the following topics: the cost to repair streets, including surface cost,ADA sidewalks, curb and gutter, and utilities and total cost; annual cost for 60-year replacement; prioritization of funding due to limited funding; fixing street conditions that cause driver anxiety being key to satisfaction; ride quality; damaging conditions; dangerous conditions; failed streets; base case funding scenario of$17 million in new spending;seal coat plan -base case; overlay plan -base case residential streets; Targeted Area Reclamation ("TAR")5-year cycle where 100% of City is addressed;funding of about$2.4 million per year in each city council district with a target of 100%of neighborhoods service; a sample map depicting TAR for each city council district; rework plan for failed streets, including 80% material re-use, including curb, gutter,flatwork and ADA, resulting in street being functionally new; reconstruction plan for failed streets; $5 million per year for rework and reconstruction plan; total street health base case scenario of$17 million per year,with $3.6 million per year for utility contribution; converging intensive maintenance and reconstruction;timeframe dovetails with completion of Harbor Bridge; alternative of total rebuild in traditional manner with $17 million Corpus Christi Page 21 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 per year and$9.5 million utility contribution addresses twice as many streets; and that the Committee's final report is being developed. A council member stated that the council required additional time to review this information. 34. City Employee Clinic and Healthplan Update Mayor Martinez referred to Item 34. City Manager Ron Olson provided a presentation regarding the status of the city employee clinic and health plan update that covered the following topics: the employee clinic was implemented in April of 2011; it is available to city employees,their dependents and retirees;since implementation,the clinic has experienced 29,000 unique visits, and because of the clinic,the City has realized $2.8 million in cost avoidance and three straight years of no increase in health insurance premiums; the H2U contract expires in April of 2106 and H2U has chosen to not renew their contract due to the company's change in business model; H2U will continue to provide services on a month-to-month basis until a new provider is selected; a Request for Proposal (RFP)for this service was released in February 2016;five qualifying proposals were received; and the city is currently negotiating with a firm to provide this service. City Manager Olson also discussed the following topics: the City is self-funded and has stop-loss coverage;the City has three health insurance plans; this fiscal year's first quarter review shows an increase in insurance claims across all three insurance plans as compared to last year; and that premium increases may be necessary if this trend continues. In response to a question from a council member, Steven Viera, Benefits Manager, discussed various reasons for the increases in insurance costs as follows: purging of the book of business by Humana since the City moved to United Health Care; increases in inpatient care and emergency room visits; and that the Affordable Care Act has resulted in an increase in the City's portion of health care costs with a corresponding decrease in the employees' portion. 35. City of Corpus Christi Water Resources Mayor Martinez referred to Item 35. Assistant City Manager Mark Van Vleck provided a presentation regarding the City of Corpus Christi's water resources that covered the following topics: the Coastal Bend Region's raw water supply; combined capacity since 1987;safe yield v. demand; annual treated water production; residential per capita water use; breakdown of total water diversions in 2014; Corpus Christi's water use by customer class;the water cycle; regional water planning -Region N; comparing supply and demand; local planning, including last year's and the current year's demand projections; current projects; and a utility bill breakdown regarding the cost of various sources of water. Council members and staff spoke regarding the following topics: treatment requirements relating to aquifer storage and recovery(ASR)injections;the Request for Information (RFI) process regarding water supply development; and water loss from the plant through to the water distribution system. R. ADJOURNMENT Corpus Christi Page 22 Printed on 4/7/2016 City Council Meeting Minutes March 29,2016 The meeting was adjourned at 9:50 p.m. Corpus Christi Page 23 Printed on 4/7/2016 City Of Corpus Christi AIRPORT BOARD BOARD DETAILS SIZE 10 _ The Airport Board advises the City Council concerning matters relating to the 107 TERM LENGTH 3 Years aviation interests of the City of Corpus OVERVIEW TERM LIM IT 6 Years Christi and the operation of the Corpus Christi International Airport facilities for the promotion of those interests. COMPOSITION Ten(10) members appointed by the City Council for three-year staggered terms. F-i CREATION 1 AUTHORITY Section 2-175,Code of Ordinances;Ord. Nos. 17012,4-28-82; 17748,7-27-83; 19829,7-07-87;20327,5-24-88;021661,5-25-93;023755,8-31-99. DETAILS MEETS 3rd Wednesday of every month,3:30 p.m., International Airport Board Room. TERM DETAILS Three-year staggered terms. DEPARTM ENT Aviation SUBCOMMITEE AGENDA(INFO Airport Board Members April 12, 2016 Three(3)vacancies with terms to 4-4-19. Mary Helen Dunnam AIRPORT BOARD Seeking reappointment District 4 1 04/04/16 Member 82% 9/11(2 exc.) Alex Garcia,Jr. AIRPORT BOARD Seeking reappointment District 5 1 04/04/16 Member 100% 11/11 Karl Tomlinson AIRPORT BOARD Seeking reappointment District 4 Partial 04/04/16 Member 82% 9/11 (1 exc.) Luis F.Buentello AIRPORT BOARD Active District 5 Partial 04/04/17 Member Harold Kaffie,Jr. AIRPORT BOARD Active District 4 1 04/04/17 Member i Donald Feferman AIRPORT BOARD Active District 4 2 04/04/17 Chair ■ Robert Williams AIRPORT BOARD Active District 5 1 04/04/17 Member . Curtis Clark AIRPORT BOARD Active District 5 1 04/04/18 Member Joseph Wise AIRPORT BOARD Active District 4 1 04/04/18 Vice-Chair Dana Gunter AIRPORT BOARD Active District 1 2 04/04/18 Member Airport Board Applicants April 12,2016 Work Address Greg K.Afuso AIRPORT BOARD District 4 Naismith Engineering 4501 Gollihar Road Corpus Christi TX 361-814-9900 Roy L.Cotham AIRPORT BOARD District 3 Retired-American Eagle Airlines,Inc. 602 International Drive Corpus Christi TX 361-289-0730 Glenna Ellif AIRPORT BOARD District 1 Retired Martin L.Evans AIRPORT BOARD District 5 Freedom Investment Counsel,LLC 101 N.Shoreline Blvd,Ste.560 Corpus Christi TX William(Bill)L.Givens AIRPORT BOARD District 4 Isla Custom Homes,LLC 15109 Tesoro Corpus Christi TX 361-903-5901 Marc Gonzalez AIRPORT BOARD District 4 Corpus Christi Army Depot 308 Crecy Corpus Christi TX 361-961-0082 Kelly Harlan AIRPORT BOARD District 1 H&S Constructors Rick Jones AIRPORT BOARD District 5 Mike Shaw Toyota 3232 IH 69 Access Rd. Robstown TX 361-241-3277 Gordon Lester AIRPORT BOARD District 5 Sikorsky Aircraft Corporation 203-400-8907 Michael McCauley AIRPORT BOARD District 4 Ostarch Hilmy&Hall 615 N.Upper Broadway#800 Corpus Christi TX 361-884-1961 Eldon McQueen AIRPORT BOARD District 1 Sikorsky Aircraft Corporation Hangar 44-CCAD Corpus Christi TX 361-961-1403 Scott H.Mesmer AIRPORT BOARD District 4 CAE Corpus Christi TX 361-944-8401 James A.Morgan AIRPORT BOARD District 1 Corpus Christi Housing Authority 3701 Ayers Corpus Christi TX 361-889-3352 Heriberto A.Pineda,Jr. AIRPORT BOARD District 5 US Government 401 Battaan Corpus Christi TX 361-961-5259 Robert Trevino AIRPORT BOARD District 5 Corpus Christi Army Depot Corpus Christi TX 361-961-4296 BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date: Mar 31, 2016 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile Greg K. Afuso Prefix First Name Middle Last Name Initial Email Address Which Boards would you like to apply for? AIRPORT BOARD Street Address Suite orApt q= oft City State Postal Code District 4 What district do you live in? lmwmmn� Primary Phone Alternate Phone Naismith Engineering Project Architect Employer Job Title 4501 Gollihar Road WorkAddress-StreetAddressand Suite Number Corpus Christi WorkAddress-City Texas WorkAddress-State 78411 WorkAddress-Zip Code (361) 814-9900 Work Phone gafuso@naismith-engineering.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) M.Arch.Arizona State University, Professional Architect, Toastmasters International Registered Voter? Q Yes 0 No Current resident of the city? Q Yes 0 No 18 years If yes,how many years? GKA RESUME.pdf Upload a Resume Please upload any additional supporting documents Demographics Asian or Pacific Islander Ethnicity Male Gender Verification City Code Requirement ® IAgree Consent for Release of Information ® IAgree ® IAgree Board-specific questions (if applicable) Greg Afuso Greg Afuso,AIA—Project Architect Education: M.Arch, Masters of Architecture, Arizona State University B.A., Environmental Design, University of California, Los Angeles (UCLA) Employment History: Project Architect: • NEI, Inc.—2.8 years (June 2013 to Present) • LNV, Inc.—2.5 years (December 2010 to May 2013) • WKMC Architects—3 years (June 2007 to December 2010) • Dykema Architects—2 years (June 2005 to June 2007) • ArchitecTKO— 1 year(June 2004 to June 2005) Architectural Designer: • WKMC Architects -7 years (June 1997 to June 2004) Civil Engineering Designer/Surveying Technician: • DES Architects and Engineers—2.6 years (Jan. 1992 to June 1994) • JNR Civil Engineer-2 years (Jan. 1989 to Dec. 1991) • City of Chino/City of Montebello -2 years (Jan. 1987 to Jan. 1989) Instructor: • Del Mar College,Architectural Technology Instructor—4.5 years (Jan. 2008 to May 2012) • Stowell Learning Center, Math/Special Education Instructor—1 year(Oct. 1990 to Oct. 1991) Summary of Qualification: • Mr. Afuso has been in the built-environment design profession for over 24 years • Board of Directors American Institute of Architects, Corpus Christi Chapter, (2011 to 2014) • Toastmaster International (Since 2008) Selected Projects: • Project Architect: Flour Bluff ISD Natatorium, Corpus Christi,Texas. Project consists of a 40,000 s.f. natatorium housing a long-course competition swimming pool, (Currently in Bid). • Construction Project Architect: City of Alice Multi-Use Complex Natatorium, Alice,Texas. Project consists of a 35,000 s.f. natatorium housing a competition swimming pool and an outdoor leisure pool. • Project Architect: City of Pearsall Police Department, Pearsall,Texas. Project consists of a new 8,000 s.f. Police Department with offices, training facility, interrogation rooms and records room. • Project Architect: Kenedy County Sheriff's Office, Kenedy,Texas. Project consists of a new 9,000 s.f. Sheriff's office with offices,training facility, interrogation rooms and an emergency operations center. • Design Architect: Del Mar College Kinesiology Department expansion, Corpus Christi,Texas. 16,000 s.f. addition to the Kinesiology Department Gymnasium and Pool facilities including a new 6,000 s.f. weight training room and a 8,000 s.f. dance studio. • Lead Designer/ Project Manager: IBC Main Bank, Corpus Christi Texas. This new operations facility includes office space, processing and meeting areas along the Corpus Christi Bayfront. BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date: Nov 05, 2015 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile Roy L Cotham Prefix First Name Middle Last Name Initial Email Address Which Boards would you like to apply for? AIRPORT BOARD Street Address Suite orApt q= oft City State Postal Code District 3 What district do you live in? lmwmmn� Primary Phone Alternate Phone Retired -American Eagle Airlines, Inc Aviation Professional Employer Job Title 602 International Drive WorkAddress-StreetAddressand Suite Number Corpus Christi WorkAddress-City Texas WorkAddress-State 78406 WorkAddress-Zip Code 361-289-0730 Work Phone LimaCharlie3@hotmail.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: None Education, Professional and/or Community Activity (Present) Graduate of Del Mar Regional Police Academy- 1989. Nueces County Deputy Sheriff 1989-2007. American Eagle Airlines, Inc 1995-2014, TicketAgent, Operations Agent, Ground Security Coordinator. Received the U.S. Coast Guard Meritorious Public Service Award in 2003 for assisting U.S. Coast Guard operations while working with the Governor's Task Force on Homeland Security. 2004 Nominee for the Caller Times Jefferson Volunteer Award. Registered Voter? QQ Yes O No Current resident of the city? QQ Yes O No 46 If yes,how many years? Upload a Resume Please upload any additional supporting documents Demographics Caucasian/Non-Hispanic Ethnicity Male Gender Verification City Code Requirement ® IAgree Consent for Release of Information ® IAgree ® IAgree Board-specific questions (if applicable) BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date:Apr 10, 2015 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile Glenna Ellif Prefix First Name Middle Last Name Initial Email Address Which Boards would you like to apply for? AIRPORT BOARD Street Address Suite orApt q= oft City State Postal Code District 1 What district do you live in? lmwmmn� Primary Phone Alternate Phone Retired Employer Job Title WorkAddress-StreetAddressand Suite Number WorkAddress-City WorkAddress-State WorkAddress-Zip Code Work Phone 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) RETIRED. GRADUATED FROM ROBSTOWN HIGH SCHOOL;ATTENDED TEXAS A&I UNIVERSITYAT KINGSVILLE, TEXAS; SERVED ON NUECES WATER BOARD #3; FORMER GENERAL MANAGER/OWNER OF JENNINGS CHEVROLET CO. IN ROBSTOWN, TEXAS. Registered Voter? 0 Yes 0 No Current resident of the city? Q Yes Q No 17 If yes,how many years? Upload a Resume Please upload any additional supporting documents Demographics Caucasian/Non-Hispanic Ethnicity Female Gender Verification City Code Requirement ® IAgree Consent for Release of Information ® IAgree ® IAgree Board-specific questions (if applicable) BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date: Oct 16, 2015 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile Martin L. Evans Prefix First Name Middle Last Name Initial Email Address Which Boards would you like to apply for? AIRPORT BOARD, COMMUNITY YOUTH DEVELOPMENT(78415) PROGRAM STEERING COMMITTEE, CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION / LOAN REVIEW COMMITTEE, CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION, CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY NUECES COUNTYTAX APPRAISAL DISTRICT, PLANNING COMMISSION, PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX Street Address Suite orApt City State Postal Code District 5 What district do you live in? lwmmmm� Primary Phone Alternate Phone Freedom Investment Counsel LLC Owner Employer Job Title 101 North Shoreline Blvd, STE 560 WorkAddress-StreetAddressand Suite Number Corpus Christi WorkAddress-City TX WorkAddress-State 78401 WorkAddress-Zip Code Work Phone Marty@Freedom-ic.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) BS Political Science & History Ed, Texas A&I University Registered Voter? QQ Yes Q No Current resident of the city? QQ Yes Q No 50 If yes,how many years? Cijy Board Resume.doc Upload a Resume Please upload any additional supporting documents Demographics Unknown Ethnicity Male Gender Verification City Code Requirement ® IAgree Consent for Release of Information ® IAgree ® IAgree Board-specific questions (if applicable) Question applies to CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION/LOAN REVIEW COMMITTEE. Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? ® Financial Institutions Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY. Are you a qualified voter* residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) QQ Yes Q No Question applies to NUECES COUNTYTAXAPPRAISAL DISTRICT. Are you a resident and qualified elector* of the District (Nueces County)? QQ Yes Q No Question applies to NUECES COUNTYTAXAPPRAISAL DISTRICT. Have you resided in the District for at least 2 years? QQ Yes O No Question applies to PLANNING COMMISSION. Are you a registered voter of the City of Corpus Christi? QQ Yes Q No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX. Are you a resident of the Port Authority district and an elector* of Nueces County? QQ Yes Q No Question applies to multiple boards. *Qualified elector/voter means a person who is 18 years of age or older; a United States Citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by an court; and a resident of this State. Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY,TX. Have you been a resident of Nueces County for at least 6 months? QQ Yes Q No MARTIN L. EVANS BACKGROUND: Following college graduation served as a career commissioned officer in the U. S. Army with leadership and management positions in a wide variety of demanding jobs throughout the United States, Europe, the Caribbean, and Central America. Following that, served as Pilot with a regional Part 135 air freight carrier in South Texas. Following that, served as a Financial Advisor and Investment Management Consultant with a major Wall Street Investment Firm. Small business owner in Corpus Christi for past 6 years. PAST POSITIONS &ACTIVITIES RELEVANT TO POSITION BEING SOUGHT: Service Platoon Leader U.S. Army Tank Battalion, Germany Leadership and supervision of 30+ soldiers; Responsible for a fleet of 30 medium trucks, fuel tankers & all terrain ammunition haulers; Logistical support of rations, fuel, supplies and ammunition to an armored tank battalion with 50 heavy tanks and 500+personnel. Tank Battalion Inteligence Officer, US Army Germany Senior Staff Officer; Information gathering and analysis; Operational planing; Threat analysis; Force protection and operational security; combat readiness training Operations Officer, US Army Garrison, San Juan, Puerto Rico Command VIP breifing officer; Operational plans and training; Helicopter support to multiple military commands and government agencies in Puerto Rico and the US Virgin Islands; Disastor relief and humanitarian assistance operational support Installation Inspector General, US Army Ft. Sam Houston, Texas Personal advisor to the chief executive officer of a major military installation; Identified, analyzed and developed solutions for systemic problems related to the efficient management of a major military community with an annual operating budget in excess of $20 million. Investigated and reported to the commander on non-criminal complaints and allegations; Provided counseling and assistance on complex personal problems reported by employees and clients; budgeting oversight and internal controls Aviation Operations Staff Officer, US Army South, Panama(Operation Just Cause) Aviation issues briefing officer for Commander US Army South; Aviation operations planning and coordination at senior Army command; planned and participated in nation building operations to remote regions of Panama; Protocol escort officer for Secretary of the Army and U.S. Army Chief of Staff on two separate Command visits Aviation Batalion Executive Officer, US Army Honduras &El Salvador Coordinated downed aircraft and casualty recovery in a combat environment; Provided aviation support for International Election Monitors, El Salvador Nationl Reconciliation Elections 1991; Set up and maintained a remote communications relay network supporting aviation operations in a tropical mountainous region of Central America; Provided helicopter transport for medical teams on medical assistance missions to remote indigenous tribes of Honduras; Provided aviation support to US Embasys El Salvador and Honduras Financial advisor with a global investment firm. SKILLS SUMMARY: Excellent communications, written&verbal Financial planning and analysis Multi level employee supervision experince Strategic planning and policy formulation Preparation and presentation of formal briefings Training and Teaching Information analysis and reporting Computer and Internet savvy Project development and oversight Marketing and sales Budgeting P &L analysis EXPERINCE: May 2009—Present Registered Principle/Owner—Freedom Investment Counsel LLC Established my own independent financial advisory practice to continue performing duties and responsibilities similar to those performed while employed in the financial services industry described below. Apr 1997- May 2009 Financial Advisor&Investment Management Consultant UBS PaineWebber, Corpus Christi, TX Developed new client relationships. Serviced clients in the areas of personal financial plans, employer sponsored retirement plans, securities and insurance sales. Supervised customer service and support staff. Achieved advanced professional designation as an Investment Management Consultant. Developed and maintained a personal business plan. Managed investment strategies in over 200 client relationships working to educate and assist clients in the investment decision making process. Daily activities include financial planning,investment performance analysis, marketing plan implementation, substantial client contact and frequent coordination with outside vendors or product managers. Assisted with new employee selection and training. Grew capital responsibility and personal production for six consecutive years. Current capital responsibility$30,000,000+. Trailing 12 month production$215,000. Awarded special corporate recognition in 1998 for qualifying in the top 10% of peer group for new accounts and new assets under management. Nov 1995-Apr 1997 Account Executive,Dean Witter, Corpus Christi, TX New client development, securities sales and marketing. (See above) Jul 1994-Jan 1997 Air Carrier Pilot, Part 135 Operations, Aero Pak, San Antonio,TX Pilot for an overnight air freight operator. Aug 1991-Jul 1994 Aviation Division Chief, Fifth U.S. Army, Ft. Sam Houston, TX Supervised a 5-person management evaluation team validating aviation organization's training, safety, standardization and maintenance programs in an eight-state area. Inspected compliance with established regulations and policies. Insured internal controls and budget expenditure reporting procedures. Participated in formulation of policy and operational plans. Provided oversight and inspection Jan 1991-Aug 1991 Executive Officer, 4th BN 228th Aviation Regt., Soto Cano AB, Honduras Supervised a management team responsible for aviation operations in 5 Central American countries with 30 helicopters and 300 employees. Developed a goal oriented aviation maintenance management program, improving aircraft availability rates by over 10% allowing increased operating tempo. Developed and implemented organizational structure changes to enhance aviation support in Central America. Jan 1990-Jan 1991 Aviation Operations Officer, U.S. Army South, Ft. Clayton, Panama Provided staff oversight and support of aviation operations for a major military headquarters during and after Operation Just Cause. Organized and conducted frequent formal decision briefings and informative presentations for senior executive leadership and high level political and government leaders. Selected principal escort officer for Secretary of the Army and U.S. Army Chief of Staff on two separate command visits. Utilized persuasive skills in the corporate decision process. Feb 1986-Jan 1990 Inspector General, Headquarters USAG, Ft. Sam Houston, TX Personal advisor to the chief executive officer of a major military installation. Responsible for formulation and interpretation of policies and regulations. Established a systematic inspection program to insure compliance with prescribed operating procedures. Received, evaluated and recommended action on special issues raised by employees and customers. Identified, analyzed and developed solutions for systemic problems related to the efficient management of a major military community with an annual budget in excess of $20 million. Supervised 5 staff specialists. Computer skills and other Qualifications: Microsoft Office Suite NASD Series 7 Series 65 Windows NT Series 63 Series 31 MS Word ACT Contact Management data Investment Management base Consultant MS Excel MS PowerPoint Internet savvy Group one life & annuity insurance license Education: Graduated Calallen Highschool 1969, BS in Political Science &History ED, Texas A& I University, Distinguished Military Graduate; Army Command and General Staff College (graduate level). Investment Management Consultant program UBS PaineWebber. BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date: Mar 10, 2016 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile William (Bill) L. Givens Prefix First Name Middle Last Name Initial Email Address Which Boards would you like to apply for? AIRPORT BOARD Street Address Suite orApt q= oft City State Postal Code District 4 What district do you live in? lmwmmn� Primary Phone Alternate Phone Isla Custom Homes, LLC Co-Owner and CFO Employer Job Title 15109 Tesoro WorkAddress-StreetAddressand Suite Number Corpus Christi WorkAddress-City TX WorkAddress-State 78418 WorkAddress-Zip Code (361) 903-5901 Work Phone islahomesllc@yahoo.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, but I have previously contacted my city council member about a nomination for the Planning Commission and the Sister City Committee. Education, Professional and/or Community Activity (Present) Dual Master's degree in Management& Leadership and Human Resource Development. Adjunct Instructor (Aircraft Maintenance Technology) Del Mar College. Over 30 years of civil and military aviation maintenance experience that started right here at Corpus Christi International Airport. Registered Voter? 0 Yes 0 No Current resident of the city? 0 Yes 0 No 38 years (30 while in the USAF) If yes,how many years? WiIli am_L._Givens_Resume_Summer_15- 1.docx Upload a Resume Please upload any additional supporting documents Demographics Caucasian/Non-Hispanic Ethnicity Male Gender Verification City Code Requirement ® IAgree Consent for Release of Information ® IAgree ® IAgree Board-specific questions (if applicable) William L. Givens Comprehensive leadership and resource management experience. Proven at leading/assessing both people and mission-focused cross-functional teams at operational and strategic levels. Experienced motivator and problem solver committed to short and long-term organizational success. Develops/implements policy, emergency response, safety programs and training development Strong Work Ethic/ Program Management/Aviation Technical Advisor/ Organizational Change/ Resource Development/ Process Analysis/ Lean Thinking/ Effective Communicator/Technical Writer/ Employee Relations/ Complex Problem Solving/Root Cause Analysis/ Policy Development/Team Building/ MS Office Suite PROFESSIONAL EXPERIENCE Isla Custom Homes, LLC Corpus Christi, TX Co-Owner and CFO Jan 2015 to Present Responsible for planning, implementing, managing and controlling all business and financial- related activities. Paul Braly Framing (Construction) Corpus Christi, TX Site Operations Manager Nov 2014 to Present Plans, directs and coordinates residential and commercial construction projects. Responsible for resource management and safety. Preferred framing company for Caleb Custom Homes INC, Newport Custom Homes and Isla Custom Homes, LLC. Headquarters United States Air Force Pentagon, Washington DC Senior Program & Human Resources Manager May 2012 to Nov 2014 Responsible for manpower, organization and training policy for 104,000 world-wide full/part time aircraft maintenance workforce. Directly influenced AF's annual $10 billion formal training budget ensuring efficient use of funds and priorities. Routinely briefed/advised senior logistics leaders and senior corporate partners on mission and cross-functional employee matters. 30-year United States Air Force Veteran Nov 1984 to Nov 2014 EDUCATION Dual Masters of Arts in Management & Leadership and Human Resource Development Webster University, St Louis, MO Bachelor of Science, Professional Aeronautics; minor in Business Administration & Safety Embry-Riddle Aeronautical University, Daytona Beach, FL Associates of Arts, Aircraft Maintenance Technology Community College of the Air Force Pursuing Project Management Professional Certification Syracuse University, NY CERTIFICATIONS/SPECIALIZED TRAINING Adjunct Instructor (Aircraft Maintenance Technology) Del Mar College, Corpus Christi, TX FAAAirframe and Powerplant License Safety Program Management Certificate (Embry-Riddle) Numerous Mid and Senior Level USAF Leadership courses Active Top Secret/SCI Clearance (Expires Feb '19) PROFESSIONAL AFFILIATIONS ■ Member, Builder's Association of Corpus Christi ■ Member, Association for Talent Development (formerlyASTD) Metro DC Chapter ■ Member, Aircraft Maintenance Technology (AMT) Society ■ Member, Texas Aviation Association References and additional information provided upon request BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date:Apr 02, 2015 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile Marc Gonzalez Prefix First Name Middle Last Name Initial Email Address Which Boards would you like to apply for? AIRPORT BOARD, WATER RESOURCES ADVISORY COMMITTEE Street Address Suite orApt q= oft City State Postal Code District 4 What district do you live in? lmwmmn� Primary Phone Alternate Phone DEPT. OF THE ARMY CORPUS DIRECTOR, INFRASTRUCTURE CHRISTI ARMY DEPOT _ OPERATIONS Employer Job Title 308 CRECY WorkAddress-StreetAddressand Suite Number CORPUS CHRISTI WorkAddress-City TX WorkAddress-State 78419 WorkAddress-Zip Code Demographics Hispanic Ethnicity Male Gender Verification City Code Requirement ® IAgree Consent for Release of Information ® !Agree ® !Agree Board -specific questions (if applicable) BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date: Apr 17, 2015 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile Kelly Harlan Prefix First Name Middle Last Name Email Address Initial Which Boards would you like to apply for? AIRPORT BOARD Street Address Suite orApt 1011111111 City State Postal Code District 1 What district do you live in? 1111111111111.111111111 111•111.1•11111 Primary Phone Alternate Phone H&S Constructors Chief Pilot Employer Job Title WorkAddress- Street Address and Suite Number WorkAddress - City WorkAddress - State WorkAddress- Zip Code Work Phone 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: Education, Professional and/or Community Activity (Present) Completing BS in Professional Aeronautics, Embry -Riddle Aeronautical University. Professional airline transport rated corporate pilot and certified light instructor for single and multi engine aircraft as well as instruments for the past 16 years. Nueces County Republican Party Precinct 123 chairman. Past chair of Nueces County Republican Party Finance Committee. Corpus Christi International Airport Board 2012-2015. Nueces CountyAirport Board 2011-2012. Director of Aviation Operations for Lone Star Overnight, 2007- 2012. Chief Pilot -Gulf Aviation 2009-2012. AOPAAirport Support Network volunteer representative for Nueces CountyAirport 2007 -present. I have operated from CRP airport since 1998. Registered Voter? OYes ONo Current resident of the city? OYes No 9 If yes, how many years? Kelly Harlan PILOT RESUME.docx Upload a Resume Plea upload any additional supporting documents Demographics Prefer not to Answer Ethnicity Male Gender Verification City Code Requirement ® IAgree Consent for Release of Information ® !Agree !Agree Board -specific questions (if applicable) KELLY LANE HARLAN CERTIFICATES F.A.A. Airline Transport Pilot: Airplane Multiengine Land; Commercial Privileges Single Engine Land AND RATINGS: F.A.A. Certified Flight Instructor: Airplane Single, Multiengine, and Instrument F.A.A. Medical Certificate: Second Class F.C.C. Radiotelephone Operator Permit U.S. Passport Current PIC in Pilatus PC -12 and SIC in Cessna Citation FLIGHT TIME: TOTAL 7000 Pilot in Command 6800 Turbine 4000 Turbojet 135 Multi Engine 1675 Cessna Caravan 2900 Cessna 400 Series 1040 Night 2800 Cross Country 5400 Instrument 610 Alaska 2100 Dual Given 630 Last 12 Months 300 Last 6 Months 150 ASSOCIATIONS: Board Member -Corpus Christi Airport Board Former Board Member-Nueces County Airport Advisory Board AOPA member, NBAA member 2011-2012 2012-2015 EMPLOYMENT: H&S Constructors November 2012 -Present Corporate Chief Pilot for heavy industrial construction company flying throughout Texas and the United States Lone Star Overnight October 2007 -December 2013 FAR 135 Director of Operations and Captain flying a Cessna 208B Caravan single pilot night cargo Gulf Aviation October 2009 -May 2012 FAR 135 Chief Pilot and Captain flying a Cessna 421C throughout Texas Critical Air Medicine September 2006 -October 2007 FAR 135 Cessna 421C air ambulance Captain flying single pilot throughout Texas Gulf Coast Air Charters December 2005 -September 2006 Director of Operations and Captain flying a Piper Cheyenne II single pilot throughout the southeast United States under FAR 91 and FAR 135 Organized, setup and managed FAR 135 certificate American Air Network May 2005 -December 2005 Cessna Citation 550 First Officer flying FAR 135 air ambulance and charter service throughout Alaska and Piper Cheyenne II Captain flying FAR 91 from Panama City, Florida Peninsula Airways May 2003 -May 2005 Cessna 208B Caravan Captain, Piper PA -31 Navajo Captain and Piper PA -32 Saratoga Captain flying FAR 135 scheduled passenger, cargo, air ambulance, and charter service in rural southwest Alaska Grant Aviation April 2002 -March 2003 Cessna 207 Captain in scheduled passenger, cargo, and charter service in rural southwest Alaska EDUCATION: Simcom Pilatus PC -12 PIC Training Initial Piper Cheyenne II PIC training Initial Cessna Citation training November 2012, 2013, 2014 September 2005 May 2005 FlightSafety International Initial and recurrent Cessna 208 PIC training October 2007, 2008, 2009, 2010, 2011 Cessna 400 series training Access Flight Training Cessna 421 Recurrent ATM -Cessna 421 Recurrent August 2012 October 2009 Embry -Riddle Aeronautical University January 2000 -December 2002 Majored in Professional Aeronautics with a minor in Aviation Safety 2013 -Present Southwest Texas Junior College Majored in Career Pilot Technology Obtained Private Pilot through Commercial Instrument Certification January 1997 -May 1999 BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date: Jan 05, 2016 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile Rick Jones Prefix First Name Middle Initial Email Address Last Name Which Boards would you like to apply for? AIRPORT BOARD Street Address Suite orApt 1011111111 City State Postal Code District 5 What district do you live in? 1111111111111.111111111 111•111.1•11111 Primary Phone Alternate Phone MIKE SHAW TOYOTA Employer 3232 IH 69 ACCESS RD. WorkAddress- Street Address and Suite Number ROBSTOWN WorkAddress - City TX WorkAddress - State 78380 WorkAddress- Zip Code GENERAL MANAGER Job Title 361-241-3277 Work Phone 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: NO Education, Professional and/or Community Activity (Present) SUPPORT WIFE IN JUNIOR LEAGUE; DUCKS UNLIMITED; NUECES COUNTYJUNIOR LIVESTOCK SHOW; KINGSVILLE NAVALAIR BASE (SUPPORT); RECIPIENT CORPUS CHRISTI UNDER 40 AWARD; RECIPIENT GM STANDARDS FOR EXCELLENCE; RECIPIENT TOYOTA PRESIDENTAWARD; FASTING GROWING DEALERSHIP RECOGNITION; Registered Voter? QYes No Current resident of the city? QYes No 5 If yes, how many years? Upload a Resume Plea upload any additional supporting documents Demographics Caucasian/Non-Hispanic Ethnicity Male Gender Verification City Code Requirement ® IAgree Consent for Release of Information Z !Agree ® !Agree Board -specific questions (if applicable) BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date: Jan 05, 2016 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile Gordon Lester Prefix First Name Middle Initial Email Address Last Name Which Boards would you like to apply for? AIRPORT BOARD Street Address Suite orApt 1011111111 City State Postal Code District 5 What district do you live in? 1111111111111.111111111 111•111.1•11111 Primary Phone Alternate Phone SIKORSKYAIRCRAFT CORPORATION CHIEF PILOT Employer Job Title WorkAddress- Street Address and Suite Number WorkAddress - City WorkAddress - State WorkAddress- Zip Code 203-400-8907 Work Phone 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) CURRENTLY CHIEF PILOTAND EXPERIMENTAL TEST PILOT FOR SIKORSKYAIRCRAFT. FAA COMMERCIAL CERTIFICATE IN AIRPLANES (SE &ME), HELICOPTERS, AND GLIDERS. CERTIFIED FLIGHT INSTRUCTOR. IN 2004-2009 WAS SIKORSKY PROGRAM MANAGER FOR PARTNERSHIP WITH CCAD. MARRIED WITH TWO DAUGHTERS, WHO BOTH GRADUATED FROM MARY CARROLL HIGH SCHOOLAND NOW ATTEND TEXAS STATE UNIVERSITY MASTERS IN BUSINESS FROM WEBSTER UNIVERSITY BACHELOR OF ARTS IN AIRPORT MANAGEMENT FROM TROY UNIVERSITY Registered Voter? QYes No Current resident of the city? Q Yes Q No 8.5 If yes, how many years? Upload a Resume Plea upload any additional supporting documents Demographics Caucasian/Non-Hispanic Ethnicity Verification City Code Requirement Z IAgree Consent for Release of Information ® !Agree Z IAgree Board -specific questions (if applicable) BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date: Dec 10, 2015 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile Michael Prefix First Name Middle Initial Email Address McCauley Last Name Which Boards would you like to apply for? AIRPORT BOARD Street Address Suite orApt 1011111111 City State Postal Code District 4 What district do you live in? 1111111111111.111111111 111•111.1•11111 Primary Phone Alternate Phone Ostarch Hilmy & Hall Employer 615 N. Upper Broadway#800 WorkAddress- Street Address and Suite Number Corpus Christi WorkAddress - City Texas WorkAddress - State 78411 WorkAddress- Zip Code Attorney Job Title 3618841961 Work Phone mmccauley@ohhlaw.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) BA- History; JD- Law; Past Travel Agency owner of 10+ years; full time attorney; active and involved in community; City of Corpus Christi's #1 fan!! and avid traveler who frequently uses the CC Int Airport Registered Voter? QYes No Current resident of the city? QYes No 50 If yes, how many years? Resume_ - McCauley updated Dec 15 .doc Upload a Resume Plea upload any additional supporting documents Demographics Caucasian/Non-Hispanic Ethnicity Male Gender Verification City Code Requirement ® IAgree Consent for Release of Information Z !Agree ® !Agree Board -specific questions (if applicable) MICHAEL A. McCAULEY EDUCATION BARRY UNIVERSITY SCHOOL OF LAW, Orlando, Florida Juris Doctor Degree, December 2005 Class Rank: Top 20% Activities: Student Bar Association, 2L Class Senator SOUTH TEXAS COLLEGE OF LAW, Houston, Texas Visiting Student, Summer & Fall, 2005 SOUTHERN METHODIST UNIVERSITY, Dallas, Texas Bachelor of Arts in History, August, 1988 Minor: Business PROFESSIONAL EXPERIENCE OSTARCH, HILMY, HALL & McCAULEY, PLLC, Corpus Christi, Texas Attorney, Partner July 2007 - present NUECES COUNTY DISTRICT ATTORNEY, Corpus Christi, Texas Assistant District Attorney June 2006 to July 2007 Responsible for daily County Court docket, preparing cases for trial, prosecuting cases and arguing motions before the court. Extensive plea bargaining experience with opposing counsel. McCAULEY TRAVEL SERVICE, Corpus Christi, Texas General Manager & Travel Agent 1991 - 2002 Owner & manager of multi-million dollar travel agency. Founded McCauley Travel in 1991 and subsequently grew the business into one of the top producing travel agencies in Corpus Christi. Responsible for motivating and supervising 5 employees as well as marketing, business development & day to day operations of the business. Sold the business in 2002 to go to law school. Extensive business and community experience as owner/operator of local small business. HOBBIES & INTERESTS • History • Travel • Hunting • Investments • Politics BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date: Jan 07, 2015 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile Eldon McQueen Prefix First Name Middle Last Name Initial Email Address Which Boards would you like to apply for? AIRPORT BOARD, CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION Street Address Suite orApt 1011111111 City State Postal Code District 1 What district do you live in? 1111111111111.111111111 111•111.1•11111 Primary Phone Alternate Phone SIKORSKYAIRCRAFT COMPANY-CCAD AEROSPACE ENGINEER Employer Job Title HANGAR 44 - CCAD WorkAddress- Street Address and Suite Number CORPUS CHRISTI WorkAddress - City TX WorkAddress - State 78419 WorkAddress- Zip Code 361-961-1403 Work Phone 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) BOSTON UNIVERSITY MASTER OF SCIENCE, COMPUTER SCIENCE AND INFORMATION TECHNOLOGY MANAGEMENT. AEROSPACE ENGINEER, FLIGHT CREW, MILITARY VETERAN. MARTIALARTS INSTRUCTOR AND YOUTH DEVELOPMENT FOR YMCA; AMERICAN NATIONAL, NORTHSIDE MANOR, GARZA-GONZALEZ, PARK AND RECREATION, B&G AEROSPACE & TECHNOLOGY MENTOR, DEL MAR, A&M GRADUATE STUDENTS Registered Voter? QYes No Current resident of the city? QYes No 6 If yes, how many years? Upload a Resume Plea upload any additional supporting documents Demographics Prefer not to Answer Ethnicity Male Gender Verification City Code Requirement ® IAgree Consent for Release of Information ® !Agree ® !Agree Board -specific questions (if applicable) BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date: Oct 10, 2015 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile Scott H Prefix First Name Middle Initial Email Address Mesmer Last Name Which Boards would you like to apply for? AIRPORT BOARD, CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION, CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION, ETHICS COMMISSION, NUECES COUNTY TAX APPRAISAL DISTRICT, OILAND GAS ADVISORY COMMITTEE Street Address Suite orApt City State Postal Code District 4 What district do you live in? Primary Phone Alternate Phone CAE Employer WorkAddress- Street Address and Suite Number Corpus Christi WorkAddress - City TX WorkAddress - State 7841 Instructo r Job Title WorkAddress - Zip Code 3619448401 Work Phone Scott.Mesmer©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: Education, Professional and/or Community Activity (Present) BS Applied Math and Statistics BA Economics. Military Contract T44 Sim Flight Instructor for CAE Captain on B757 for Parallel Express Own Rental Properties "SoftengineHR" Payroll and Human Capital Management Software sales rep Registered Voter? OQYes ONo Current resident of the city? OQYes No 7 If yes, how many years? Scott Mesmer City_ Application Resume.docx Upload a Resume Please upload any additional supporting documents Demographics Caucasian/Non-Hispanic Ethnicity Male Gender Verification City Code Requirement ® IAgree Consent for Release of Information Z !Agree ® !Agree Board -specific questions (if applicable) Question applies to CORPUS CHRISTI BUSINESSAND JOB DEVELOPMENT CORPORATION. Are you a qualified elector* of the City? O Yes No Question applies to NUECES COUNTYTAXAPPRAISAL DISTRICT. Are you a resident and qualified elector* of the District (Nueces County)? QQYes No Question applies to NUECES COUNTYTAXAPPRAISAL DISTRICT. Have you resided in the District for at least 2 years? QQ Yes Q No Question applies to OIL AND GAS ADVISORY COMMITTEE. Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? * ® Not Connected with Oil and Gas Well Industry Question applies to multiple boards. *Qualified elector/voter means a person who is 18 years of age or older; a United States Citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by an court; and a resident of this State. Scott H. Mesmer Goal: Looking to give back and work with in the community that I live in by supporting the city in any way that I can. Business Development, Management and Investing Experience Own multiple rental properties in Corpus Christi Invested in Oil and Gas Drilling Rig program as well as Oil Drilling programs September 2015 to present SoftEngineHr sales consultant. Payroll and Human Capital Management software sales position August 2009 to present Co -Owner of Mesmerizing photography. Discovered what it means to be an owner of a business... September 2009 -Present: Elan Express and Parallel Express Business Development Set up Jet Fuel Brokering Business, created relationships with into plane agents, refineries, airport fbo etc to sell jet fuel to clients as well as managed aircraft. Developed relationships for marketing for aircraft parts, aircraft RVSM ferry movements, aircraft acquisitions. Jan 2007 to March 2009 Base Operations Manager for large aircraft international charter operations. Responsible for day to day operations of the base, duties included but not limited to, recommending staffing levels, developed recommendations for policy and procedures for operational needs, involved in hiring and selection process, ensured crewmember compliance with company policy, assigned non -flight duties in support of operations and marketing. Coordinated aircraft charter needs with Director of Operations, Director of Security, Manager of Maintenance, Dispatch, Marketing Department and crew to ensure high quality client experience and safety of flight for international operations. Worked with Director of Planning and Scheduling as well as Training Department to develop and staff monthly flight schedule. Coordinate with Brokers, Clientele, flight crew and management to ensure proper communication flow for process improvement, staff promotions, cost savings initiatives, and other duties not defined that are aimed at reducing costs while increasing productivity without sacrificing quality or safety. Aviation Work Experience CAE Feb 2014 to Present T44 Advanced Flight Sim Instructor & Platform Instructor Parallel Express Oct 2013 to - Part 125 B757 Simulator Chk Airman Oct 2013 to - Part 125 B757 Captain Elan Express Nov 2011 to - Part 125 B757 Simulator Chk Airman Oct 2009 to - Part 125 B757 Captain Swift Aviation Group Dec 11 to - July 13 Part 121 B767 Simulator Chk Airman June 10 to July 13 Part 121 B767 Captain Polaris Aviation Solutions - Jan 10 to June 10 SIC Pt 125 Dallas Mavericks Captain/Base Manager - Pace Airlines Oct 2002 to Oct 2009 B757/6767 Captain Domestic/International Part 121 Captain on B757 for FAA proving runs and check rides to add areas of operations to Airline Ops Specs such as the North Pacific, Polar Ops and North Atlantic Etops. Domestic and International worldwide charter operations that required operations into Russia, the Middle East, South America, Europe, the Pacific and Polar Areas of the Arctic Circle Flight Officer - USAirways May 99 to Jan 02 Pt 121 First Officer B757/B767 A320 Flight Officer - USAirways Express, Piedmont Airlines July 97 to May 99 Pt 121 First Officer DASH 8 1600 Hours of ME Turbo Prop time Flight Officer - KIWI International Airlines July 95 to Oct 96 Pt 121 Flight Engineer - B727 Charter Pilot/ Flight Instructor - Airpark Sales & Service Oct 96 to July 97 PIC Piper Navajo Pt 135 Co Instructor &Asst Chf Pilot Feb 93 to July 95 PIC Piper Navajo Captain on DOD contract such as: Shuttling civilian engineers and military personal between military bases such as Patuxent River, Lakehurst, Dahlgren, Wallops Island Virginia and Cherry Point. Range clearing of oceanic restricted areas in support of F-18 testing program, missile test fire and other military operations. CFI and CFII Instructor Platform Instructor Education SUNY @STONYBROOK: Stonybrook, New York 1990 BS Applied Math and Statistics BA Economics BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date: Mar 16, 2016 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile James A Morgan Prefix First Name Middle Last Name Initial Email Address Which Boards would you like to apply for? AIRPORT BOARD Street Address Suite orApt 1011111111 City State Postal Code District 1 What district do you live in? 1111111111111.111111111 111•111.1•11111 Primary Phone Alternate Phone Corpus Christi Housing Authority Employer 3701 Ayers WorkAddress- Street Address and Suite Number Corpus Christi WorkAddress - City Texas WorkAddress - State 78415 WorkAddress- Zip Code SVP Human Resources, IT & Risk Mgmt Job Title (361) 889-3352 Work Phone james.morgan@hacc.org 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: No Education, Professional and/or Community Activity (Present) BS Accounting, CPA, SPHR Registered Voter? DYes No Current resident of the city? Q Yes Q No 3 years, 5 months If yes, how many years? Resume HR.doc Upload a Resume Plea upload any additional supporting documents Demographics Caucasian/Non-Hispanic Ethnicity Male Gender Verification City Code Requirement ® IAgree Consent for Release of Information Z !Agree ® !Agree Board -specific questions (if applicable) James A. Morgan, SPHR, CPA Objective: To obtain a position within a responsible and growing organization, where I can contribute to improving organizational performance utilizing my accumulated human resources, financial and business management expertise. Profile: Human Resources: Employee Relations, HR Development and Training, HR Strategic Management, Comp and Benefits, Change Management, Workforce Planning and Employment, Recruiting/Staffing, Payroll, Risk Management. Software: ADP Payroll/HR Perspective HRIS, ABD HRIS, Dataforce HRIS, OrgPlus, EthicsPoint, Essential Learning. Profile: Financial & Organization Management: IT, Insurance, Controllership, Financial Systems, Mergers and Acquisitions, Budgeting, Treasury, Auditing, Cost Analysis, Project Management, General Ledger, Monthly Closings, Operations Analysis, Organizational Development, Operations and Improvement. Software: Oracle, QuickBooks, Peachtree, MS Office. Professional Experience: Corpus Christi Housing Authority Sr. Vice President for Human Resources, IT and Insurance: (October 2012 -Present) — Directs the Human Resources, IT and Insurance functions for the housing authority (HA) operating in thirteen separate locations, serving 9,000 residents. - Member of the executive leadership team, setting strategic direction for HA's programs and structure - Responsible for all employee relation's activities including grievance procedures and corporate governance - Rewrote the HA's Personnel Policies and Procedures manual - Standardized new -hire procedures and documentation - Responsible for benefit selections, administration and employee communications - Improved recruitment and retention with changes to pay classifications, employee leave policies and pension plan - Initiated an awards program to recognize achievements and service at quarterly all -hands meetings - Developed and standardized HR metrics reporting for HA management and board of commissioners - Created new HR department. Implemented ADP Workforce Now HR and Benefits HRIS module and achieved major improvements in service delivery and internal/external perception of the department - Developed and managed departments budgets - Sourced and improved commercial liability, workers compensation and windstorm insurance programs - Upgraded critical enterprise network and wireless capabilities. Standardized PC software and operating system Morgan Consulting Group Business Consultant: (February 2010 -September 2012) — Consulting engagements primarily in the areas of Human Resources, Accounting and Operations for established businesses and start-ups. Specific areas included HR policies and Procedures, recruitment and credentialing procedures, employee contracts, pay scale evaluations, payroll processing procedures, benefits evaluations, accounting system implementation, policies and procedures for billing and collections, client service agreements, creating website content, marketing plans and proprietary web based scheduling systems,. - Established administrative HR practices and procedures - Recruited staff and implemented credentialing standards for physicians - Developed client service agreements and physician employment contracts - Implemented accounting systems (QuickBooks Premier, ADP Payroll) creating procedures and practices for time/expense billing, payables, payroll, etc. - Designed pricing structures for client services - Directed development of proprietary online scheduling system for clients and physician associates - Wrote all content for client website and marketing materials - Designed and implemented marketing plans LFS Carolinas VP for Human Resources: (March 2008 to January 2010) — Directed the human resources department in all HR functional areas for this 500 -employee not-for-profit human services agency. LFS served the regions' most vulnerable populations from four program hubs located in both North and South Carolina. - Member of the executive leadership team, setting strategic direction for agency programs and structure - Responsible for all employee relation's activities including grievance procedures and corporate governance - Responsible for benefit selection, communication and administration including restructure of agency pension plan - Active contributor in agency change management activities including agency restructuring, program management and delivery models. - Amended agency compensation practices including agency structure, incentive and awards programs - Improved compliance with employment related laws (Title VII, FSLA, ADA, FMLA, EEO, etc.) - Implemented e -learning system (Essential Learning) and corporate governance system (EthicsPoint) for all agency employees. Reduced cost and improved agency contract compliance reporting ability - Developed and standardized HR metrics reporting for agency management and board of directors - Created new HR department with accredited professionals Set high standards for department competence (ADP Payroll and ADP HR Perspective, Org Plus) and achieved major improvements in service delivery and internal/external perception of the department. Relocated the HR department from Raleigh to Charlotte, NC. - Develop and manage HR budget. Assisted program managers with understanding the budget process Morgan Resources, Inc. President/CEO: (1993 to 2007) - Developed and directed all aspects of this regional healthcare and administrative staffing company; human resources, financial, IT, training, and client service. The company recruited, and placed approximately 500 applicants per year. Human Resources: - Performed all staffing and recruitment activities for exempt and non-exempt professionals - Candidate sourcing, interviewing, assessment and placement (full cycle recruiting) - Salary and pay scale analysis. Benefits selection and administration - Client consultation/recommendation; advising clients on sensitive/difficult hiring and employment issues and problems - HRIS system selection and implementation for applicant tracking, hiring management and employee self-service - Developed training program for staffing consultants - Responsible for all employee relations activities, both internal and contract staff - Public Speaking engagements to management groups and associations on areas of human resources, specifically hiring practices and employment law Financial: - Budgeting and financial reporting - Banking relations. - Accounting systems and procedures - A/R, A/P, G/L, payroll, cash flow - Government reporting, Contracts, Compliance Business Operations: - Established strategic direction for company via detailed business plan and ongoing environmental scan - Overall business operations management and IT systems selection providing organizational capacity to support growth (Accounting, Client Service, HRIS) - Obtained major commercial contracts and government contracts with GSA and VA - Developed/implemented sales and marketing plans. Directed day-to-day sales/marketing effort of staff - Created company best practices, policies and procedures (administrative, accounting, personnel), brochures, forms, print ads ICI 1 Zeneca (Currently: BASF/ AVECIA / AstraZeneca) Pan Americas Controller, Zeneca Colours, (1991-1993) — Internal promotion. - Financial, Human Resources, IT and Administrative executive with international responsibility for the Americas (1,200 employees in USA, Canada, Mexico, and South America). A $900 million international business unit specializing in textile dyes and specialty chemicals - Change Management / Restructuring. Provided direction in achieving international business objectives including development and implementation of strategic business plans requiring realignment of manufacturing assets in Mexico and Brazil, and closure of facilities in the USA - Lead change agent in labor relations regarding facilities closures in the USA and downsizing in Mexico and Brazil. - Developed all budgets and forecasts for the Americas region - Provided timely and accurate consolidation and reporting of regional operating results and staffing metrics - Direct reports included country controllers, plant controllers, HR, and IT and managers in the USA, Mexico and Brazil Controller, Stauffer Management Company (SMC) (1989-1991) — Internal promotion. - Coordinated divestment of discontinued operations - Managed accounting staff for monthly closing and management reporting - Motivated and influenced colleagues having no direct reporting relationship to me - Preparation of all budgets/forecasts. Preparation and analysis of financial reports; Balance Sheet, P&L and Cash Flow Senior Financial Analyst (1987-1989) — Internal promotion. - Merger & Acquisition analysis and due diligence for ICI Group merger and acquisition activities in the United States - Monthly business commentary and cost variance analysis in support of Specialty Chemicals Division - Delivered formal presentations, executive business analysis and commentary for Specialty Chemical Division Education: BS, Accounting, The Pennsylvania State University, State College, PA. Certifications: Senior Professional in Human Resources, (SPHR) Certified Public Accountant (CPA). Certificate number CA -21000-L Military Service: US Navy. Honorable Discharge. Cryptographic Communications. TS SI Security clearance Professional Affiliations: Society for Human Resource Management (SHRM) BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date: Feb 29, 2016 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile Heriberto A Prefix First Name Middle Initial Email Address Pineda Jr Last Name Which Boards would you like to apply for? AIRPORT BOARD Street Address Suite orApt 1011111111 City State Postal Code District 5 What district do you live in? 1111111111111.111111111 111•111.1•11111 Primary Phone Alternate Phone US Gov Employer 401 Battaan WorkAddress- Street Address and Suite Number Corpus Christi NAS CC WorkAddress - City TX WorkAddress - State 78419 WorkAddress- Zip Code QualityAssurance Sep cialist Job Title 361-961-5259 Work Phone heriberto.pineda@navy.mil 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: Current member of the Board of Adjustment. Term is expiring. Education, Professional and/or Community Activity (Present) Defense Acquisition University Corpus Christi, TX United States. Major: QualityAssurance Relevant Coursework, Licenses and Certifications: Completed Fundamentals of Systems Acquisition management (ACQ 101) Risk Management (CLC 017) Basic Math (CLC 024) Introduction to Lean Enterprise Concepts (CLC 004) Modeling and Simulation for Systems Engineering (CLC 011) Technical Reviews (CLE 003) Introduction to lean Enterprise Concepts (CLE 004) Modeling and Simulation for Systems Engineering (CLE 011) Continuous Process Improvement Professionals (CLE 025) Contracting for the Rest of Us (CLC 011) Predictive Analysis and QualityAssurance (CLC 042) Certified ISO9001-2008 Lead Auditor, Serial No. 112282 Completed Government Ground Flight Representative GGFR Course Completed Fundamentals of Systems Acquisition management ACQ 101 Completed Intermediate Systems Acquisition ACQ 201A/B Intermediate Production, Quality and manufacturing PQM 201A/B Risk Management CLC 017 Basic Math CLC 024 Introduction to Lean Enterprise Concepts CLC 004 Modeling and Simulation for Systems Engineering CLC 011 Technical Reviews CLE 003 Introduction to lean Enterprise Concepts CLE 004 Modeling and Simulation for Systems Engineering CLE 011 Continuous Process Improvement Professionals CLE 025 Contracting for the Rest of Us CLC 011 Predictive Analysis and QualityAssurance CLC 042 July 2006- Completed Principles of Management course, May 1985- Shipboard Aircraft Fire Fighting, July 1985 - Avionics Corrosion Control, July 1985- F/A-18 Armament Systems, May 1989- Shipboard Aircraft Fire Fighting, March 1990- TA -4J Aircraft Armament Systems, December 1991- Strike Armament Systems Intermediate Maintenance, October 1993-A/A47U-3 and A/A47U-4 Reeling Machine Launchers, July 1995 - Introduction to Word processing, May 2003- Naval Explosives Safety Supervisors/Managers, May 2004 - Navy Manpower And Personnel, December 2004- Consequence Management Planning Registered Voter? QQ Yes Q No Current resident of the city? Q Yes No 13 If yes, how many years? Upload a Resume Please upload any additional supporting documents Demographics Hispanic Male Verification City Code Requirement ® IAgree Consent for Release of Information Z !Agree Oath ® !Agree Board -specific questions (if applicable) BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date: Jan 05, 2016 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile Robert Trevino Prefix First Name Middle Initial Email Address Last Name Which Boards would you like to apply for? AIRPORT BOARD, COMMITTEE FOR PERSONS WITH DISABILITIES, MUSEUM OF SCIENCE AND HISTORYADVISORY BOARD Street Address Suite orApt City State Postal Code District 5 What district do you live in? Primary Phone Alternate Phone CORPUS CHRISTI ARMY SUPERVISOR/DIRECTORATE DEPOT OF MFG./PROC. PRODUCTION Employer Job Title WorkAddress- Street Address and Suite Number CORPUS CHRISTI WorkAddress - City TX WorkAddress - State 78419 WorkAddress- Zip Code 361-961-4296 Work Phone 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 OF INCARNATE WORD ACADEMY. B.S. IN PROFESSIONALAERONAUTICS (EMBRY RIDDLE AERONAUTICAL UNIVERSITY). RETIRED UNITED STATES ARMY (AIR TRAFFIC CONTROLLER). Registered Voter? QYes No Current resident of the city? Q Yes No 9 If yes, how many years? TREVINO.pdf Upload a Resume Plea upload any additional supporting documents Demographics Hispanic Verification City Code Requirement ® IAgree Consent for Release of Information ® IAgree ® IAgree Board -specific questions (if applicable) 05/05/2014 20:26 3619614444 Rakers Ted Trevino Availability: Job Type: Permanent, Term. Internships Work Schedule: FuII.Timc_ Shin Work Work Experience: Corpus Christi Army Depot Serie; IA'}fr Pay Phut: WS Crntic; n 300 Crecy Street Corpus Christi, TX 75419 United bin:c. 01/2007. Present Hours per week. 40 Supervisor (This is n fulcra! Job) Dulles. Accamplinhmmrs and Related Skill': Serves as a Supervisor of fourteen emptayees in the repo and rcfurhushi ng of aimrnRcnmpnncatcontainers Plug, use rifsutterddmileworkers equipment fncililics. rind matcrstn on 11 week tenweck or mnnth-to-month both. establisher d:'d'in's, primroses. and work sequences, and plans work assignments based an gtnerni wnrk schedules, methods and policies Act by higher level matsagcmcnt. ns fettered, ennrdinncs work with $upporting or mimed work functions contmised by nldter wpervirorr Assigns wnrk In employees Observes work 'n progress, Investigates wok rehired proh'ents (e.g. low productivity, workload imbslanee, ;we rearrangement. and ncquisirron or developmcsm of apeetnliced ionic de ), sed dextrines causes. implements corrective action' within the authority to resolve work probems. rcoolvcs stnrllnn, engineering requirements. ons: work operations problems Recommend solurronr to ennrdinatrnn problems between work operation and other production find support organindlont to Include requcar for suppnrt servsees from line and/or staff opernttona (e g Praduc on Control). PIan and establish overall leave schedules. Counsel employees rm performeNee, Promote n positive wnrk environment for all employees. Supervinor Ned Mehnry (361.540) Okay CO conics Ibis Cnperv{.nr Vet U. S. Army Armed Forces Pncilic Korea. Republic of Cp Humphreys, South Karen 04/2004 - 0S/2005 Salary: 42,00000 USD Per Year flnura per week: 40 Air Traffic 1 insan/Plntnnn Sergeant Doric% Accomplishments And Related Skalds: Supervised over an orgnnizntiunnl segment of the ;it t And was respnnsiblc In planning and directing work operatic -is and exercised nominisuativt authority Regarded u the top sublcct mttlwr ripen for the irides And occupations in the nrgaili7.ntional unit under life incumbents supervision. perform safety dirtier and functions in support attic Army Safety Program. and rhic gni nn arid' management iron the Army processes Planned use ofsubordinnte workers' equipment, DeWitt, and materials on a week to wcck or month to month basis C anblished deedhaes, prmrit'es, and wnrk sequcnccn. and plans work aosignmenu bussed on genera work s.hC Iiik , methods. and policies set by hr;hcr Iced management Corned out rano: content dunes it ensure the safe conduct gumming in se cordon= with Bth Army rellutai.nns, pnheies, and pmeedures. S upervisor Cps, Kevin C. Mcrh,lh 1753.675') Okay la contact this Supervisors Yes U . S. Army Ft Campbell, KY United States 10/21101 - 0712004 Salary: 40,000 00 USD Per Year Noun per week: 40 9nhreTnwer Facility Chief Dories, AeenmplishmenIt nod 'tended Skills: Served as a d'nc lit, Chief/Air fniclk Cunftal Specialist (Tcrminril)nt Sabre Army 14cli,n Tnwcr Reepnntihte r0, the tore. Ardefiy Ord ewped'nnn:t now of al revert nper:uing in Sabre 'tower Areh or refptrnf ihidity, U Iiliscd tower radar And trisrint (lieu ride. insuurnene dight roles, special and corer VFR to effect Reparation between arriving, deporting and enroine air uafiie. Checked proposed route of dight for crossing dangerous or restricted arc's And for ATC infnrmnupn requires: fins proper entry int*the cortcct contro;hng agenc, Received and i nsmitmd '11 wrnlher and safety worniogs Alerted crash crew in rhe event of n,rern0 emergencies. Mnintnincd files on flying haps://my.usajobs.gov/Applicant/Resume/ListResumes PAGE 03 Pagel of3 ECE MAY 062014 Ida l l sEcRE r/ ~ 5/5/2014 05/05/2014 20:26 3619614444 regulations. informnuen publications. nisi naviptionol air information Miimlamedboth Individual Plight Record: Felder and Individenl Aireeew 7rninien Folder IAW FM 1-300 and AR 95-1 Pa?red and updated the NOTAM file daily Relayed weather information as received from NAS Weather Office. etc, that could affect the flight. to include weather warnings. nJvlsnnes. AbAcrvntinets, and forcenala Provided OIT instruction end puidenet in trainee controllers involved in gtinlineauna tra nmg fat their FAA Cl'r7 cent0cnte Counseled soldiers on pemferrrrnnce, set performance stnnderda and made Formol appraisal+ of subordinates' werh performnnee Recommended soldiers for premotlen and or ronsRtgnment. Reviewed job description for euneney and nccurncy and made nccesanry changes Counseled soldiers on problems and aJlucted informal compliants through discussion with the soldier initialed 'unease. for formal disciplinary actin as needed Supervlaor 2onalhwn R Hillock (435-2725) Okay to vintner This Supervisor: Yes U. S. Army Fort Rucker. AL 36362 United Stares 11511999 . 09f2001 5alory 3R.000 00 USD Pcr Yenr Hours per week! 40 lettruclor/W'nrer Dulirs. Aecompliehmenl+ and Related Skil: Conducted college level instruction for U 5. Army Aviation Conry insaruetm+earning developers in ilia rnslruecerTra.nmp Course .nd the Syslerns Appmash to Training (SAI) Cnurse and using the SAT process to thy to day 'mayflies Graduated from the Middle Managers Course Fncililaled small group .n lVuctron for 5-6 student trnvided Instruction to bods Mi Mery and Crvd an personnel, as well as, foreign surdents at. gned to he instructors nt the Army Avtaken War fighter Center and nbmitd. Fvaluatcd 1) S Army Aviation rnstniciors for Ili tnnnletnr recognition proven Cnndueted resenrch, edueriiiennl studies and developed training materieI ns required Developed and adjusted quuliry e04001 and inspection requirement+. mrtrucnons. methods techniques and procedure+ Researched new .nfnrnalien about subjects studied to elnrify and validate results Collected. reviewed, evaluated, and interpreted dein Presented findings. optrons. and recommitndli.tn+. via brcfines, srsff reports. projects, papers. etc Frowned reports of disrrapnneies, fnitnwed up and implemented enrreciwe action Reviewed. analyzed, and interpratad regulations. publications and directives penmen' to quality systema nnil technical work requirements Performs duties nue a lead Trainer to preparing lesson pians, upon; and cumin:in quaky Audio Skill in developing and prescntinp wt+nen And ern) moment And non.reehnical Information Supervisor Craig A Aliened (255.27711) Okay to correct thin Supervisor Yes U.S. Army F1 Wninwright, AK United Smits 04 1956 - OS/1990 5nlaryt 36,000 00 USD PC! Yen"' Hours per -Ceti' 40 Air Traffic Control Sprcinlint Shift Lender Met. Aerompliohmenrn and Related Skills: Served as Air Traffic Control Specrahat for n Viiuol Flight Rule (VFRl tower and a Neuquen Approach Cnntrnl Radar Approach Alternately performed mar entre. and tower re+rtnnsihthucs Way a+cigned 10/1111/00 amts of necretinn as requited to include shift supervisor and tratn.ng summer. Cnntmlled nlrtrnfl tieing molar, trimming preel is nlienment etIvith senich end precision mine Fcrccns Pslnttl+shed nml mninteined riesdive ender tdent liens on ol'nirerdfl, isium0 turns end altitude se as to ctlnblish rind maintain nppropnate sepnrMbona Vectored nircrnfl to the final approach 1001110 by issuing glide path and nzunut1 rformaton On final auutoac°,, ensured dial a.rersfl'ming vcctercd remind wrth•n the Alrfrelds delepmed Airspace Considered railer equipment cepnbi. ries, nitcmfls position, speed and nhitude in respect to terrain efeornnce. control towers traffic density. priorities emergencies. wenther and wind. lost communication and toss radar procedures. how approach will terminate. and airfield cnrtditinm. Made decisions involving dtc order of departure+ sad arrival;. dcspstial+ nfsetive runway and possible simultaneous ice of runway and ether landing nems issued mnntctions and elm:mnces to aircraft opeating in the tower's wren rf responsibility Considered the position. type. spccd, dircGuon, number end capabilities to aircraft wishing to depart from m 'and at this sirpnri Considered the pattern daemon. condition of runways, nppronches .n progress- none nbatement requirements, wake lurltulenee and trtrne information. Mode deem 021 involving the cam and direction nt dcpanures. arrivnh. lensed Instrument Flight Rules I I FR) clearances received PAGE 04 Page2of3 https://my.usajobs.gov/Applicant/Rcsumc/ListResumes 5/5/2014 05/05/2614 20:24 3619614444 Frnm FA] Approach Control rn pr vide Inih3I rcpat on between IFR aelval.Jdopan1u ruceeuive virval flight note wrlvdddcparturre U. S. Army Fed Recker, Al. 363d2 Unimd not= 0617 919 - 031177 Salary' 32,000,00 USD Per Yeu Nauru per 'mkt 10 PAGE 02 Page 3 of 3 City Of Corpus Christi COASTAL BEND COUNCIL OF GOVERNMENTS BOARD DETAILS OVERVIEW As, SIZE 13 Seats TERM LENGTH 2 Years TERM LIMIT N/A The Coastal Bend Council of Governments shall prepare and recommend to participating local governments urban, metropolitan, and rural area plans, looking to the present and future needs of the Region. Such plans may include recommendations for land use, traffic circulation, major streets and highways, general location of public works, the development of major educational facilities, and related problems of development. �q DETAILS COMPOSITION City shall appoint nine (9) members for two years (but terms shall be at the complete discretion of the City Council), at least four (4) being elected officials. CREATION / AUTHORITY Ordinance No. 8246, Motion M83-0391 - 7/20/83. Ch. 391, Texas Local Government Code MEETS 4th Friday, 2:00 p.m.; Council of Government (COG). TERM DETAILS Two-year terms. DEPARTMENT Coastal Bend Council of Governments SUBCOMMITEE AGENDA /INFO Lillian Riojas Gustavo Gonzalez COASTAL BEND COUNCIL OF COASTAL BEND COUNCIL OF GOVERNMENTS GOVERNMENTS Resigned Resigned 1 04/30/17 Member 1 04/30/17 Member Coastal Bend Council of Governments Members April 12, 2016 One (1) vacancy with term to 4-30-17 representing the following category: 1 - elected official. (Note: City Council Member Lillian Riojas resigned from the City Council At -Large seat on February 24, 2016. Also, the remaining two vacancies are scheduled for a future City Council meeting.) Al Board Name Bill Hennings COASTAL BEND COUNCIL OF GOVERNMENTS Mr. Hennings passed away. 3 04/30/17 Member Richie Quintero COASTAL BEND COUNCIL OF GOVERNMENTS Active 2 04/30/17 Member Mark Scott COASTAL BEND COUNCIL OF GOVERNMENTS Active 3 04/30/17 Member Nelda Martinez COASTAL BEND COUNCIL OF GOVERNMENTS Active 2 04/30/17 Member Ronald Olson COASTAL BEND COUNCIL OF GOVERNMENTS Active 3 04/30/17 Member Tom Tagliabue Colleen McIntyre Lawrence Mikolajczyk COASTAL BEND COUNCIL OF GOVERNMENTS COASTAL BEND COUNCIL OF GOVERNMENTS COASTAL BEND COUNCIL OF GOVERNMENTS Active Active Active 2 04/30/17 2 04/30/17 2 04/30/17 Member Member Alternate Rebecca Huerta COASTAL BEND COUNCIL OF GOVERNMENTS Active 1 04/30/17 Alternate Pat Eldridge COASTAL BEND COUNCIL OF GOVERNMENTS Active Margie Rose COASTAL BEND COUNCIL OF GOVERNMENTS Active 2 04/30/17 Alternate 1 04/30/17 Alternate City Of Corpus Christi NORTH PADRE ISLAND DEVELOPMENT CORPORATION BOARD DETAILS SIZE 9 Seats TTERM LENGTH 2 Year OVERVIEW TERM LIMIT N/A The North Padre Island Development Corporation manages the Reinvestment Zone No. 2 and implements the project and financing plan. �q DETAILS COMPOSITION Not less than five (5) nor more than nine (9) directors, appointed by the City Council. Each initial Director shall serve a term that expires on December 31, 2002; thereafter, terms are two -years. Each director must be a resident and qualified elector of the city. Each Director shall serve until a successor is appointed. Any director may be removed from office at any time, w ith or w ithout cause, by the City Council. CREATION / AUTHORITY Tax Increment Financing Act, Tax Code Section 311.010(f); Chapter 431, Subchapter D of the Texas Transportation Code; Resolution No. 025040; M2003- 001. MEETS To be determined TERM DETAILS Each initial Director shall serve a term that expires on December 31, 2002; thereafter, terms are two -years. DEPARTMENT General Government and Operations Support SUBCOMMITEE AGENDA /INFO North Padre Island Development Corporation Members April 12, 2016 One (1) vacancy with term to 12-31-17. (Note: City Council Member Lillian Riojas resigned from the City Council At -Large seat on February 24, 2016. Michael Hunter was appointed to the City Council At -Large vacancy on March 8, 2016.) Board Nam Term End Date Position Lillian Riojas NORTH PADRE I SLAND DEVELOPMENT CORPORATION Resigned 2 12/31/17 Member Rudy Garza NORTH PADRE I SLAND DEVELOPMENT CORPORATION Active 2 12/31/17 Member Carolyn Vaughn NORTH PADRE I SLAND DEVELOPMENT CORPORATION Active 2 12/31/17 Member Colleen McIntyre NORTH PADRE I SLAND DEVELOPMENT CORPORATION Active 2 12/31/17 President Brian Rosas NORTH PADRE I SLAND DEVELOPMENT CORPORATION Active 2 12/31/17 Member Mark Scott NORTH PADRE I SLAND DEVELOPMENT CORPORATION Active 3 12/31/16 Member Lucy Rubio NORTH PADRE I SLAND DEVELOPMENT CORPORATION Active 1 12/31/16 Member Chad Magill NORTH PADRE I SLAND DEVELOPMENT CORPORATION Active 2 12/31/16 Member Nelda Martinez NORTH PADRE I SLAND DEVELOPMENT CORPORATION Active 4 12/31/16 Vice -President City Of Corpus Christi PLANNING COMMISSION BOARD DETAILS SIZE 9 Seats TERM LENGTH 3 Years OVERVIEW TERM LIMIT 6 Years The Planning Commission makes and amendsa master plan for the physical development of the City; to recommend to the City Council approval or disapproval of proposed changes in the zoning plan; to exercise control over platting or subdividing land within the corporate limits of the city and within an area extending five miles beyond the City limits; to submit annually to the City Manager not lessthan 90 days prior to the beginning of the budget year a list of recommended capital improvementswhich in the opinion of the commission are necessary or desirable during the forthcoming five-year period; to require information from other departments of the City government in relation to itsworIS to be responsible to and act as an advisory body to the City Council and to perform such additional duties and exercise such additional powers as may be prescribed by ordinance of the City Council. In addition, membersappointed to the Planning Commission are concurrently appointed to the concurrent Beach/Dune Committee (§10-17). This committee reviewsapplicationsfor master planned development ordinancesfrom applicants seeking beachfront construction, and submitstheir recommendationsto City Council. They also review the location of the dune protection line and beachfront construction line at least once every five years or within 90 days after a tropical storm or hurricane affecting the portion of the coast lying within the City'sjurisdiction. COMPOSITION Nine (9) members which shall consist of nine registered voters of the City ■ r appointed by the City Council for three-year staggered terms. Members elect a Chair from among its membership at the first regular meeting in August of each ■ year. DETAILS CREATION / AUTHORITY City Charter Art. 5, Sec. 1-6. The first Planning Commission ordinance w as adopted in 1937 and has been amended several times, the latest amendment being adopted 7-13-68. Sec. 10-17, Code of Ordinances; Ord. 022164, 2-28-95. MEETS Every other Wednesday, City Hall, Council Chambers, 5:30 p.m. TERM DETAILS Three-year staggered terms. DEPARTMENT Development Services Planning Commission Members April 12, 2016 One (1) vacancy with term to 7-31-18. Jonas Chupe PLANNING COMMISSION Resigned District 4 1 07/31/18 Member Heidi Hovda PLANNING COMMISSION Active District 2 1 07/31/17 Member Mike Lippincott PLANNING COMMISSION Active District 4 2 07/31/18 Member Philip Ramirez PLANNING COMMISSION Active District 4 2 07/31/18 Chair Fred Braselton PLANNING COMMISSION Active District 5 1 07/31/16 Member Carl Crull PLANNING COMMISSION Active District 5 1 07/31/17 Member Marsha Williams PLANNING COMMISSION Active District 3 1 07/31/17 Member Eric Villarreal PLANNING COMMISSION Active District 2 1 07/31/16 Member Jeremy Baugh PLANNING COMMISSION Active District 1 Partial07/31/16 Member Planning Commission Applicants April 12, 2016 , District MEOW Gloria C. Aguilar Richard Burns Martin L. Evans Mark Flores Eugene C. Guernsey Frank Hastings Gilbert "Gil" Hernandez Jason Page Morgan Spear Diana Summers District 1 District 5 District 5 District 1 District 4 District 5 District 5 District 4 District 4 District 4 RETIRED ALINEAR SOLUTIONS -MANAGEMENT SOLUTIONS OF SOUTH TEXAS FREEDOM INVESTMENT COUNSEL LLC IBEW 278 GENE GUERNSEY & ASSOCIATES INC. REALTORS PLAIN'S CAPITAL BANK COCA-COLA NORTH AMERICA SELF-EMPLOYED MORGAN SPEAR ASSOCIATES HOGAN HOMES 101 NORTH SHORELINE BLVD., STE 560 CORPUS CHRISTI 2301 SARATOGA CORPUS CHRISTI 446 ROBERT DR. CORPUS CHRISTI 9517 SOUTH PADRE ISLAND DR. CORPUS CHRISTI 5126 GREENWOOD DR. CORPUS CHRISTI 715 S. TANCAHUA CORPUS CHRISTI 225 S. CARANCAHUA CORPUS CHRISTI 400 MANN ST. CORPUS CHRISTI TX TX TX TX TX TX TX TX 361-816-9597 361-993-8018 361-939-5602 361-693-4217 361-589-9050 361-883-5588 512-994-8786 BIOGRAPHICAL INFORMATION FORM FOR A CIN BOARD, COMMISSION OR COMMITTEE FOR THE City Of Corpus Christi Submit Date: May 05, 2015 Status: submitted Profile Gloria Prefix First Name Email Address C. Aguilar Middle Last Name Initial Which Boards would you like to apply for? NUECES COUNTY TAX APPRAISAL DISTRICT, PLANNING COMMISSION imismiso Street Address Suite or Apt City Slate Postal Code District 1 What district do you live it Please CLICK HERE for a map to verify your district assignment. 101.1101111111 viamming Primary Phone RETIRED WorkAddress- Street Addressand Suite Number WorkAddress- City WorkAddress - State Altemate Phone Job Tide WorkAddre%-Zip Code Work Phone 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) DEL MAR COLLEGE - 2 YEARS DEPT. OF TREASUREY- 10 YEARS TAXPAYER SERVICE REPRESENTATIVE TAX CONSULTANT -PERSONAL BUSINESS- 30 YEARS Registered Voter? • Yes ONo Current resident of the city? ® Yes O No 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. 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. ® !Agree 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. ® !Agree Oath I swear that all of the statements included in my application are true and correct. ® !Agree Board -specific questions (if applicable) Question applies to NUECES COUNTY TAXAPPRAISAL DISTRICT. Are you a resident and qualified elector* of the District (Nueces County)? • Yes No Question applies to NUECES COUNTYTAXAPPRAISAL DISTRICT. Have you resided in the District for at least 2 years? • Yes QNo Question a;)plies to PLANNING COMMISSION. Are you a registered voter of the City of Corpus Christi? • Yes Q No Question applies to multiple boards. *Qualified elector/voter means a person who is 18 years of age or older; a United States citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by any court; and a resident of this State. BIOGRAPHICAL INFORMATION FORM FOR A CITY BOARD, COMMISSION OR COMMITTEE FOR THE City Of Corpus Christi Submit Date: Mar 03, 2015 Status: submitted Profile Richard Firs Name Email Address Burns Middle Last Name Initial I Which Boards would you like to apply for? CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION, CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION, PLANNING COMMISSION Street Address Gtty District 5 What district do you live in? Please CLICK HERE for a map to verify your district assignment. limmumni Primary Phone Alternate Phone HLINt/K LULU 11L)Nb- MANAGEMENT SOLUTIONS OF SOUTH TEXAS CEO Employer Job Talc WorkAddress - Street Address and Suite Number WorkAddress- City WorkAddress- State Suite or Apt Ste to Postai Code WorkAddress- Zip Code Work Phone 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) MBA, AUBURN UNIVERSITY, ALABAMA BA, UNIVERSITY OF NORTH CAROLINA, CHAPEL HILL, NC COMMUNITYACTIVITY LIFE TEEN VOLUNTEER, CHURCH PREVIOUS: GREATER AUSTIN AT WORK TASK FORCE; PRESIDENT, CENTRAL TEXAS DIVERSITY COUNCIL SEE ATTACHED RESUME Registered Voter? • Yes 0 No Current resident of the city? •Yes 0 N 3 If yes how many years? BURNS2.pdf Upload a Resume BURNS,pdf 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. ® !Agree 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. ® !Agree Oath I swear that all of the statements included in my application are true and correct. ® !Agree Board -specific questions (if applicable) Question applies to CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION. Are you a qualified elector* of the City? •Yes QNo Question applies to PLANNING COMMISSION, Are you a registered voter of the City of Corpus Christi? • Yes 0 No Question applies to multiple boards. *Qualified elector/voter means a person who is 18 years of age or older; a United States citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by any court; and a resident of this State. PERSONAL INFORMATION RICHARD J. BURNS ("RICH") EDUCATIONAL BACKGROUND Auburn University MBA University of North Carolina, Chapel Hill BA Summary: Accomplished Human Resources Professional (15 years' experience) with highly developed HR technical skills (HMS, MS Office, data reporting systems).. Highly experienced in employee skills assessments, job analysis, compensation structures. "Voices" (360 assessment) certified. Former Naval Aviator with extensive leadership experience of high performing teams. Served on the staffs of Chief of Naval Air Training and Commander Naval Air Forces Pacific Fleet in training standardization and manpower analysis capacity. Served as Commanding Officer NAS Pensacola and managed Civil Service function in that capacity. Excellent interpersonal skills --collaborative. Accomplished presenter and trainer. Extensive experience providing consultation and creative solutions to leaders and decision makers on HR issues, policies and laws. Currently manage an HR shop of 4 professionals. PROFESSIONAL EXPERIENCE THE UNIVERSITY OF TEXAS AT AUSTIN 2000 to January 2015 Austin, Texas The University of Texas at Austin is the Flagship of the University of Texas System. The University is a highly complex organization with approximately 50,000 students and 23,000 employees. In addition to the main campus, there are other research and satellite facilities in Austin as well as the MacDonald Observatory in Fort Davis, Texas and the Marine Science Institute in Aransas Pass. The University is one of the largest institutions of higher education in the country. ASSOCIATE ATHLETICS DIRECTOR FOR HUMAN RESOURCES Lead and Manage all HR functions for the NCAA Division! Athletics Department—a staffof400 permanent employees and 700 part time and temporary employees (state employees). Major departments include finance, facilities operations and maintenance, sports administration, event operations, communications, marketing and the Longhorn Foundation (fund raising), the Erwin Center entertainment facility. HR team supports ail human resources functions including recruiting, compensation, compliance, time and attendance, employee relations, training and development, benefits and salary administration, workers compensation. Works closely with risk management. DIRECTOR, STAFFING AND CAREER MANAGEMENT SERVICES Manage a team of human resource professionals providing services to campus clients in the areas of managing talent— recruitment, retention, compensation, job analysis, job design, compliance, diversity and compliance. Provide consultation to campus leaders and managers on recruitment and retention strategies, long range human resource strategic planning and organizational design. Use state of the art tools for developing salary structures, compensation analysis, and organizational analysis. Design and develop electronic solutions to automate processes. Serve as member of the Human Resource Services Management Team. Currently serve as consultant in human resource generalist role. Presented at numerous meetings and conferences including Texas Workforce Commission, Greater Austin At Work, WorkSource and the Texas Diversity Council state-wide conference. BLUE CROSS AND BLUE SHIELD OF FLORIDA 1995-2000 Jacksonville, Florida Blue Cross and Blue Shield is the largest health insurer in Florida -9000 employees—home based in Jacksonville with offices in Miami, Tampa, Orlando and Pensacola. It is rich in technology and human systems required to service the health insurance needs of its millions of members DIRECTOR, HUMAN RESOURCES (HRIS & PROJECTS) Had hands on leadership accountability for the implementation of PeopleSoft HR and Payroll (HRMS) plus eLabor Time and Attendance Management System (TAMS). SIOM project encompassed employee administration, benefits, compensation and payroll. Project (Phase 1) was completed on time and under budget. 30 project team members reported to me through a project management office (PMO). Cross functional team consisted of HR and Payroll professional staff, IT technical and systems integration partner --KPMG. Recognized for leadership and results. UNITED STATES NAVY Numerous leadership assignments and achievements as a successful career Navy Pilot flying advanced fighter jets aboard aircraft carriers. Experience included 5000 flight hours and flying operational missions during hostilities. Served as Squadron Commander, and Deputy Carrier Air Wing Commander and large base commander (Pensacola Naval Air Station). During career, consistently rose to positions of increased accountability and leadership in an organization that is complex and mission oriented in a global perspective. March 3, 2015 Ms. Rebecca Huerta City Secretary City of Corpus Christi, Texas Dear Ms. Huerta, Richard Burns Please accept my application for membership on City of Corpus Christi's boards, commissions, and committees. I have been residing in Corpus Christi since July, 2012 with my wife Penny, however, my association and with Corpus and the Coastal Bend goes back quite a bit longer. I met my wife while I was a Navy flight instructor at NAS Chase Field, Beeville after which we transferred Chief of Naval Air Training (1980), NAS Corpus Christi. Our son and grandson were both born in Corpus Christi. 1 am a graduate of the University of North Carolina, Chapel Hill and received a Masters in Business Administration from Auburn University, Alabama. As a former Navy Pilot, l served as Squadron Commander, Deputy Air Wing Commander and then Base Commander of Naval Air Station Pensacola, Florida—with its large, deep water port and high volume air field. After the Navy, I joined Blue Cross and Blue Shield of Florida in Jacksonville, Florida, where I served as Director of Human Resources Information Systems; and then became project leader for the purchase and implementation of PeopleSoft human resources management system, a $9M project, managing a team that consisted of 30 staff. In 2000 we returned to Texas and 1 began employment with the University of Texas at Austin (19,000 employees). I served as Associate Athletics Director for the NCAA Division 1 Athletics Department human resources function. The Longhorns Athletics Department had 400 permanent and 700 employees, with a budget of $160M. I left the University last month, January of 2015. I have a strong background in leadership roles in both the private and public sectors. 1 am anxious to serve in the community in areas where my experience will help. Please do not hesitate to contact me if you have any questions. I am attaching my application and resume. Sincerely, Rich Burns BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date: Oct 16, 2015 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile Prelkx Email Address Martin First Name L. Evans Middle Last Name Sultix Initial Which Boards would you like to apply for? AIRPORT BOARD, COMMUNITY YOUTH DEVELOPMENT (78415) PROGRAM STEERING COMMITTEE, CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION / LOAN REVIEW COMMITTEE, CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION, CORPUS CHRISTI REGIONAL TRANSPORTATIONAUTHOR[TY, NUECES COUNTY TAX APPRAISAL DISTRICT, PLANNING COMMISSION, PORT OF CORPUS CHRISTIAUTHORI7YOF NUECES COUNTY, TX 11111011011111111 Street Addrem Suite orApt ar 1.1.111 City Ivld District 5 What distnct do you hve im 111111111111111111111111 Primary Phone Altemate Phone Freedom Investment Counsel LLC Employer 101 North Shoreline Blvd, STE 560 WorkAddress- Street Address and Suite Number Corpus Christi WorkAddress - City TX WorkAddress - State Owner Jab Title Postal Code 78401 WorkAddress- Zip Cade Work Phone Marty@ Freedo m-ic.com Work E -mall address Ho me/P_ri mary 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 andlor Community Activity (Present) BS Political Science & History Ed, Texas A&I University Registered Voter? pYes ONo Current resident of the city? p Yes p No 50 If yes, how many years? City Board_Resume.doc Upload a Pesime Please upload any additional supponing documents Demographics Unknown Icily Male Verification City Code Requirement ® 'Agree Consent for Release of Information ® !Agree Oath ® !Agree Board -specific questions (if applicable) Question applies to PLANNING COMMISSION. Are you a registered voter of the City of Corpus Christi? OYes No MARTIN L. EVANS BACKGROUND: Following college graduation served as a career commissioned officer in the U. S. Army with leadership and management positions in a wide variety of demanding jobs throughout the United States, Europe, the Caribbean, and Central America. Following that, served as Pilot with a regional Part 135 air freight carrier in South Texas. Following that, served as a Financial Advisor and Investment Management Consultant with a major Wall Street Investment Firm. Small business owner in Corpus Christi for past 6 years. PAST POSITIONS & ACTIVITIES RELEVANT TO POSITION BEING SOUGHT: Service Platoon Leader U.S. Army Tank Battalion, Germany Leadership and supervision of 30+ soldiers; Responsible for a fleet of 30 medium trucks, fuel tankers & all terrain ammunition haulers; Logistical support of rations, fuel, supplies and ammunition to an armored tank battalion with 50 heavy tanks and 500+ personnel. Tank Battalion Inteligence Officer, US Army Germany Senior Staff Officer; Information gathering and analysis; Operational planing; Threat analysis; Force protection and operational security; combat readiness training Operations Officer, US Army Garrison, San Juan, Puerto Rico Command VIP breifing officer; Operational plans and training; Helicopter support to multiple military commands and government agencies in Puerto Rico and the US Virgin Islands; Disastor relief and humanitarian assistance operational support Installation Inspector General, US Army Ft. Sam Houston, Texas Personal advisor to the chief executive officer of a major military installation; Identified, analyzed and developed solutions for systemic problems related to the efficient management of a major military community with an annual operating budget in excess of $20 million. Investigated and reported to the commander on non -criminal complaints and allegations; Provided counseling and assistance on complex personal problems reported by employees and clients; budgeting oversight and internal controls Aviation Operations Staff Officer, US Army South, Panama (Operation Just Cause) Aviation issues briefing officer for Commander US Army South; Aviation operations planning and coordination at senior Army command; planned and participated in nation building operations to remote regions of Panama; Protocol escort officer for Secretary of the Army and U.S. Army Chief of Staff on two separate Command visits Aviation Batalion Executive Officer, US Army Honduras & El Salvador Coordinated downed aircraft and casualty recovery in a combat environment; Provided aviation support for International Election Monitors, El Salvador Nationl Reconciliation Elections 1991; Set up and maintained a remote communications relay network supporting aviation operations in a tropical mountainous region of Central America; Provided helicopter transport for medical teams on medical assistance missions to remote indigenous tribes of Honduras; Provided aviation support to US Embasys El Salvador and Honduras Financial advisor with a global investment firm. SKILLS SUMMARY: Excellent communications, written & verbal Multi level employee supervision experince Strategic planning and policy formulation Preparation and presentation of formal briefings Information analysis and reporting Project development and oversight Budgeting EXPERINCE: May 2009 — Present Financial planning and analysis Training and Teaching Computer and Internet savvy Marketing and sales P & L analysis Registered Principle/Owner — Freedom Investment Counsel LLC Established my own independent financial advisory practice to continue performing duties and responsibilities similar to those performed while employed in the financial services industry described below. Apr 1997- May 2009 Financial Advisor & Investment Management Consultant UBS PaineWebber, Corpus Christi, TX Developed new client relationships. Serviced clients in the areas of personal financial plans, employer sponsored retirement plans, securities and insurance sales. Supervised customer service and support staff. Achieved advanced professional designation as an Investment Management Consultant. Developed and maintained a personal business plan. Managed investment strategies in over 200 client relationships working to educate and assist clients in the investment decision making process. Daily activities include financial planning, investment performance analysis, marketing plan implementation, substantial client contact and frequent coordination with outside vendors or product managers. Assisted with new employee selection and training Grew capital responsibility and personal production for six consecutive years. Current capital responsibility $30,000,000+. Trailing 12 month production $215,000. Awarded special corporate recognition in 1998 for qualifying in the top 10% of peer group for new accounts and new assets under management. Nov 1995 -Apr 1997 Account Executive, Dean Witter, Corpus Christi, TX New client development, securities sales and marketing. (See above) Jul 1994 -Jan 1997 Air Carrier Pilot, Part 135 Operations, Aero Pak, San Antonio, TX Pilot for an overnight air freight operator. Aug 1991 -Jul 1994 Aviation Division Chief, Fifth U.S. Army, Ft. Sam Houston, TX Supervised a 5 -person management evaluation team validating aviation organization's training, safety, standardization and maintenance programs in an eight -state area. Inspected compliance with established regulations and policies. Insured internal controls and budget expenditure reporting procedures. Participated in formulation of policy and operational plans. Provided oversight and inspection Jan 1991 -Aug 1991 Executive Officer, 4th BN 228th Aviation Regt., Soto Cano AB, Honduras Supervised a management team responsible for aviation operations in 5 Central American countries with 30 helicopters and 300 employees. Developed a goal oriented aviation maintenance management program, improving aircraft availability rates by over 10% allowing increased operating tempo. Developed and implemented organizational structure changes to enhance aviation support in Central America. Jan 1990 -Jan 1991 Aviation Operations Officer, U.S. Army South, Ft. Clayton, Panama Provided staff oversight and support of aviation operations for a major military headquarters during and after Operation Just Cause. Organized and conducted frequent formal decision briefings and informative presentations for senior executive leadership and high level political and government leaders. Selected principal escort officer for Secretary of the Army and U.S. Army Chief of Staff on two separate command visits. Utilized persuasive skills in the corporate decision process. Feb 1986 -Jan 1990 Inspector General, Headquarters USAG, Ft. Sam Houston, TX Personal advisor to the chief executive officer of a major military installation. Responsible for formulation and interpretation of policies and regulations. Established a systematic inspection program to insure compliance with prescribed operating procedures. Received, evaluated and recommended action on special issues raised by employees and customers. Identified, analyzed and developed solutions for systemic problems related to the efficient management of a major military community with an annual budget in excess of $20 million. Supervised 5 staff specialists. Computer skills and other Qualifications: Microsoft Office Suite Windows NT MS Word MS Excel Group one life & annuity insurance license Education: NASD Series 7 Series 63 ACT Contact Management data base MS PowerPoint Series 65 Series 31 Investment Management Consultant Internet savvy Graduated Calallen Highschool 1969, BS in Political Science & History ED, Texas A & I University, Distinguished Military Graduate; Army Command and General Staff College (graduate level). Investment Management Consultant program UBS PaineWebber. BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date: Mar 10, 2016 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile Mark F rst Na., Flores Middle Last Name Suffix Initial Which Boards would you like to apply for? CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY, ELECTRICAL ADVISORY BOARD, PLANNING COMMISSION 4111.11111111111. Street Address Suite or Apt District 1 What district do you live in? 11111111111 11111M1 Stale Postal Code 111111011=1111 Imumegg Primary Phone IBEW 278 Employer 2301 SARATOGA WorkAddress - Street Addrea and Suite Number CORPUS CHRISTI WorkAddress- City WorkAddress- State 78417 _. WorkAddress - Zip Code Altemate Phone ASST. BUSINESS MANAGER Job Title 361-816-9597 Work Phone 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: NO Education, Professional and/or Community Activity (Present) (1980-1984) TEXAS GULF COAST ELECTRICAL JOINTAPPRENTSHIP PROGRAM AND TRAINING PROGRAM. 34 YEARS ELECTRICAL EXPERIENCE Registered Voter? ® Yes O No Current resident of the city? ©Yes ONo 39 If yes, how many years? FLORES.pdf Upload a Resime FLORES.pdf Please upload any additional supporting documents Demographics Hispanic Ethnicity Male serer Verification City Code Requirement ® IAgree Consent for Release of Information ® 'Agree Oath Ei 'Agree Board -specific questions (if applicable) Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY. Are you a qualified voter* residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) ® Yes p No Question applies to ELECTRICAL ADVISORY BOARD. Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? * ® Journeyman Electrician (minimum five years' experience) Question applies to PLANNING COMMISSION. Are you a registered voter of the City of Corpus Christi? ® Yes Q No Question applies to multiple boards. *Qualified elector/voter means a person who is 18 years of age or older; a United States Citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by an court; and a resident of this State. STATE OF TEXAS MARK A FLORES JOURNEYMAN ELECTRICIAN LICENSE NUMBER 24503 EXPIRS 05/25/2015 TEXAS DEPARTMENT OF LICENSING AND REGULATION BIOGRAPHICAL INFORMATION FORM FOR A CITY BOARD, COMMISSION OR COMMITTEE FOR THE City Of Corpus Christi Submit Date: Jul 10, 2014 Status: submitted Profile Prefix Eugene Firs Na - Email Address C. Guemsey Middle Last Name Initial Which Boards would you like to apply for? CORPUS CHRISTI CONVENTION & VISITORS BUREAU, PLANNING COMMISSION 11111111101110111111 Street Address Suite orApt glliIIIII"MIMIIIIIIIIIIIII"Ill. 0111. 111.111 !y Slate Postal Code District 4 What distnct do you live in, Please CLICK HERE for a map to verify your district assignment. 4111•11111111110 Primary Phone +.liernate Phone GENE GUERNSEY& ASSOCIATES INC. REALTORS PRESIDENT/BROKER Employer Job Title 446 ROBERT DR. WorkAddres- Street Address and Suite Number CORPUS CHRISTI WorkAddress - City TX WorkAddress- Stale 78412 WorkAddress - Zip Code 361-993-8018 Work Phone 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: Education, Professional and/or Community Activity (Present) Registered Voter? #Yes ONo Current resident of the city? #Yes 0No 52 If yes, flow many years, Upload a Resume Please upload any addilional siphoning 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 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. ® !Agree 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. ® !Agree Oath I swear that all of the statements included in my application are true and correct. El [Agree Board -specific questions (if applicable) Question applies to CORPUS CHRISTI CONVENTION & VISITORS BUREAU. Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? * ❑ Hotel Industry ❑ Attraction Industry ❑ Restaurant Industry Question applies to PLANNING COMMISSION. Are you a registered voter of the City of Corpus Christi? O Yes Q No BIOGRAPHICAL INFORMATION FORM FOR A CITY BOARD, COMMISSION OR COMMITTEE FOR THE City Of Corpus Christi Submit Date: Jul 08, 2014 Status: submitted Profile Prefix Frank F-rst N , r. Middle Initial Hastings Last Name Email Address Which Boards would you like to apply for? PLANNING COMMISSION Street Address Suite orApt 1111.11 City State Postal Code District 5 What district do you Irve in? Please CLICK HERE for a map to verify your district assignment. winume Primary Phone Alternate Phot PLAIN'S CAPITAL BANK PRESIDENT Employer Job Title 9517 SOUTH PADRE ISLAND DR. WorkAddress • Street Address and Suite Number CORPUS CHRISTI WorkAddress - City TX WorkAddress - State 78418 WorkAddres - Zip Code 361-939-5692 Work Phone iVoCi, I --mad 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: NO Education, Professional andlor Community Activity (Present) BOARD MEMBER -DRISCOLL CHILDREN'S HOSPITAL FOUNDATION BOARD MEMBER - CORPUS CHRISTI HISPANIC CHAMBER OF COMMERCE BOARD MEMBER - FOOD BANK OF CORPUS CHRISTI BOARD MEMBER - RISE SCHOOL OF CORPUS CHRISTI BOARD MEMBER - PADRE LffTLE LEAGE Registered Voter? Q Yes 0 No Current resident of the city? ON Yes 0 N 27 If yes how many years? Upload a Resume (u.ai upload any additional suppnning 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 5thnieity 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. ® !Agree 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. ® !Agree Oath swear that all of the statements included in my application are true and correct. ® I Agree Board -specific questions (if applicable) Question applies to PLANNING COMMISSION_ Are you a registered voter of the City of Corpus Christi? j Yes Q No BIOGRAPHICAL INFORMATION FORM FOR A CITY BOARD, COMMISSION OR COMMITTEE FOR THE City Of Corpus Christi Submit Date: Apr 27, 2015 Status: submitted Profile lix Gilbert "Gil" F rst N•: Middle Inil al Hernandez Last Name Which Boards would you like to apply for? PLANNING COMMISSION Street Address Suite or Apt City t',° District 5 What distnct do you live tn? Please CLICK HERE for a map to verify your district assignment. Stale Postal Code Primary Phone Alternate Phone Coca-Cola North America National Sales Manager Employer 3.1 Title 5126 Greenwood Drive WorkAddress- Street Address and Suite Number Corpus Christi WorkAddress - City TX WorkAddress- State 78417 WorkAddress-Zip Cade (361) 693-4217 Work Phone 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) BBA Texas Tech University US Naval Officer with Service in Asia and the Persian Gulf Regional Transportation Authority Board (RTA) President, Coastal Bend Alistars Registered Voter? • Yes 0 No Current resident of the city? •Yes 0 N 12 If yes how many years'? Gil_Hernandez_Bio1.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. Hispanic Elhnicity 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. ® !Agree 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. ® lAgree Oath I swear that all of the statements included in my application are true and correct. ® I Agree Board -specific questions (if applicable) Question applies to PLANNING COMMISSION. Are you a registered voter of the City of Corpus Christi? • Yes Q No Gil Hernandez, National Sales Manager Gil Hernandez has 14 years of foodservice, leadership, and sales experience with The Coca-Cola Company. Joining our National Foodservice & On -Premise Division in 2000, Gil has successfully managed the beverage business in various channels, including Convenience Retail, Cinema, QSR, and FSR. Gil is a veteran of the US Navy where he served as a Commissioned Officer specializing in Surface and Amphibious Warfare. Gil held various shipboard divisional and departmental leadership positions in Asia and in the Persian Gulf. He earned the Navy Achievement Medal for performance during the deployment to the Persian Gulf. He also served as the Director of Mine Warfare (MW) Training, ATG Ingleside where he was the deployment certifying authority for all MW ships. Gil holds a Bachelor of Business Administration — Management and Marketing with a minor in Naval Science from Texas Tech University. Gil and his wife Anissa are both natives of Texas, where they currently reside. They have three sons, (Marcus 15 / Adan 13/ Ian 4) and one daughter (Carissa 8). Gil is also involved in his local community, recently serving as a member of the Board of Directors for the Corpus Christi Regional Transportation Authority — a governmental taxing entity providing public transportation to the City of Corpus Christi and surrounding communities. While a board member, Gil spearheaded the organization into converting from Diesel to Natural Gas as a primary fuel source which led to the saving of $1.5M a year in fuel expenses. In addition, Gil served as a member of a Coca-Cola delegation that lobbied the Texas State House of Representatives on multiple occasions against sugar beverage taxes. BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, Submit Date: Mar 09, 2016 COMMISSION OR COMMITTEE FOR THE Status: submitted Profile Jason Page Prefix First Name Middle Last Name Initial Email Address Which Boards would you like to apply for? PLANNING COMMISSION Street Address Suite orApt 1011111111 City State Postal Code District 4 What district do you live in? 1111111111111.111111111 111•111.1•11111 Primary Phone Alternate Phone Self Employed Employer 715 S Tancahua WorkAddress- Street Address and Suite Number Corpus Christi WorkAddress - City TX WorkAddress - State 78401 WorkAddress- Zip Code Owner / Principal Job Title 3615899050 Work Phone jasondavidpage©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: I do not currently serve on any other board, commission, or committee Education, Professional and/or Community Activity (Present) Registered Voter? QQYes No Current resident of the city? QQYes No 32 If yes, how many years? Jason Page Resume.pdf Upload a Resume Plea upload any additional supporting documents Demographics Caucasian/Non-Hispanic Ethnicity Male Gender Verification City Code Requirement ® IAgree Consent for Release of Information Z !Agree ® !Agree Board -specific questions (if applicable) Question applies to PLANNING COMMISSION. Are you a registered voter of the City of Corpus Christi? QQYes No JASON PAGE SUMMARY Freelance photographer with experience in digital and film, as well as medium format photography. Available 24 hours a day. Specialty equipment can typically be ordered in overnight for time critical projects. Currently searching for architects, commercial builders, industrial builders and Realtors who are interested in upping their marketing game with quality photography Experienced: Photojournalism, Events, Weddings, Portraiture, Corporate Identity & Headshots, Real Estate, Product & Food, Commercial Promotional EXPERIENCE JASON PAGE FREELANCE PHOTOGRAPHER 03 / 2010 - Present Owner, Principal I am the principal photographer and am responsible for the day-to-day operations as well as marketing and customer satisfaction. I have built up one of the best-known names for wedding photography in the South Texas area, and pride myself on handmade images, limited bookings and one-on-one client contact. I also have become the leader in Real Estate photographer for several local agencies and top agents in the Corpus Christi metro area, and provide these agents with superb images to help market their listings more effectively, while reducing the initial listing workload. HOEGEMEYER'S BARBEQUE BARN 01 / 2013 - Present Business Development Responsible for the ongoing acquisition and cultivation of new customers and ongoing clients. Created long range forecasts based on current and past sales data and targeted marketing efforts to help secure these goals. Used multiple paths of marketing to brand business as a destination for barbeque in the Coastal Bend. SOUTHERN TECHNICAL CONTROL 03 / 2012 - Present Inventory & Production Management Consultant I currently consult with the company management regarding their Inventory and Production. Inventory Management - I have developed a best practices workflow and worked with the employees responsible for purchasing and inventory to better their skills at tracking inventory as it is ordered, entered into their system, and sent out. I have also worked on streamlining their accounting system to remove duplicate inventory items and create items that didn't exist. Production Management - I have worked with the management to implement a series of methods for tracking production, both in the product manufacturing and field service aspects of the business. I have implemented various in-house databases to help the company keep track of their current and past production SOUTHERN TECHNICAL CONTROL 10 / 2008 - 03 / 2010 Purchasing Manager Handled inventory levels, bought and sold obsolete and used parts, part repairs, sourced parts for 20+ field service personnel, billed parts used on various projects as well as estimated parts to be used on projects. NUECES STONE QUARRY 10/ 2006 - 01 / 2008 Manager Managed all aspects of the business including inventory, product sourcing, commercial and residential accounts, employees and bookkeeping. EDUCATION TEXAS A&M UNIVERSITY -CORPUS CHRISTI None , GIS / Geomatics GIS / Geomatics Club Research Assistant on Aerial Imaging System RICHARD KING HIGH SCHOOL High School Diploma German Club Student Council Senior Council Academic Decathlon CISCO / CCNA Training HONORS Eagle Scout Award CERTIFICATIONS OFFSHORE WATER SURVIVAL HUET Falck Safety Services (US) SAFELANDUSA PEC Safety • License: PEC100474939 SAFEGULF PEC Safety • License: PEC100474939 TWIC Transportation Security Administration (TSA) • German • English LANGUAGES PUBLICATIONS 2002 - 2006 1998 - 2002 02 / 2014 02 / 2014 02 / 2014 12 / 2015 - 12 / 2020 THE BEND MAGAZINE Gemstone Media, LLC / Jordan Regas Authors: Jason http://issuu. com/thebendmag/docs/tb_06_ 14_online/5?e =11308897/8089670 This was a very last minute shoot that I couldn't refuse. When else can I invite Roger Creager t 06 / 2014 Page • o visit our famil)s barbeque place AND get to photograph him with his dad? I said yes immediately! We photographed enjoying an ice cold beer and having a good of time. Then we got a few posed and natural / candid them against some 200 year old doors and a 60 year old hut with the Texas flag painted on the side. THE ONE BRIDE GUIDE McCleod Creative Authors: Jason http://www.theonebrideguide.com/magazine/Vol7_Issue2/TheOne_Vol7Issue2 Final_web.pdf Roger and his dad shots of the two of 06 / 2014 Page • I had the pleasure of coming up with a session with one of my brides to help tie in The One's issue theme, "A Pop of Color". I wanted to literally bring that pop to the cover by including brightly colored, 24" balloons. Natural makeup was provided by Kayla Alvarez and hair was done by Shear Illusions. ZOMBSHELLS!!! 2013 ZOMBIE CALENDAR 10/ 2012 Self Published • Authors: Jason Page • http://photosjasondavidpage.com/zombshells This collaborative effort features eleven zombie models and even includes a centerfold. Photography, Design & Layout by Jason Page, Makeup & Hairstyling by Ashle Riff, Lead Model Amanda Ramirez (aka Mandi Mayhem). Each calendar is 9x12 printed on glossy paper and includes a single hang -hole. SOUTH TEXAS WEDDINGS MAGAZINE 07/2011 STWM - July 2011 • Authors: Jason Page, Joanne Klein For this issue of the South Texas Weddings Magazine, I performed the issue's multipage layout and creative design. I also was responsible for the cover photography. BIOGRAPHICAL INFORMATION FORM FORA CIN BOARD, COMMISSION OR COMMITTEE FOR THE City Of Corpus Christi Submit Date: Jun 05, 2014 Status: submitted Profile Prefix Email Address Morgan Fry Name Spear Middle Last Name Initial Which Boards would you like to apply for? CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION, PLANNING COMMISSION, PORT OF CORPUS CHRISTIAUTHORINOF NUECES COUNTY, TX StreetAddres Suite or Apt e:ty State Postal Code District 4 What distrcl do you live In-' Please CLICK HERE for a map to verify your district assignment. 111111111111111111111111 Pnmary Phone Aftemate Phone MORGAN SPEARASSOCIATES PRESIDENT Employer Job Title 225 S. CARANCAHUA Work Address- Street Address and Suite Number CORPUS CHRISTI WorkAddress - City TX WorkAddress- State 78401 WorkAddress- Zip Code 361-883-5588 Work Phone 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: NO Education, Professional and/or Community Activity (Present) FORMERLY SERVED ON THE BOARD OF ADJUSTMENT BACHELOR OF ARCHITECTURE DEGREE FROM UNIVERSITY OF TEXAS IN AUSTIN 1957 LICENSED TO PRACTICEARCHITECTURE IN THE STATE OF TEXAS JANUARY 1962 MEMBER OF NATIONAL COUNCIL OF ARCHITECTURE REGISTERED BOARDS 1984 MEMBER OF THE AMERICAN INSTITUTE OF ARCHITECTS MEMBER OF TEXAS SOCIETY OF ARCHITECTS BOARD MEMBER OF HOUSE COMMITTEE AT CORPUS CHRISTI COUNTRY CLUB BOARD MEMBER OF CENTENNIAL HERITAGE HOUSE BOARD MEMBER OF HARBOR PLAY HOUSE LITTLE THEATER CHAIRMAN OF THE BOARD OF PALMER DRUG ABUSE PROGRAM (PDAP) Registered Voter? O Yes 0 No Current resident of the city? pp Yes 0 No 56 11 yes how many years/ Upload a Resume Please upload any additional supposing do:uments 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 Ellitlicily Gerd r 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 alt 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. lAgree 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. I Agree Oath I swear that all of the statements included in my application are true and correct. IAgree Board -specific questions (if applicable) Question applies to PLANNING COMMISSIuN. Are you a registered voter of the City of Corpus Christi? • Yes O No BIOGRAPHICAL INFORMATION FORM FORA CITY BOARD, COMMISSION OR COMMITTEE FOR THE City Of Corpus Christi Submit Date: Jul 22, 2014 Status: submitted Profile Prefix Email Address Diana Firs Name Middle Initial Summers Las Name Suffix Which Boards would you like to apply for? CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION, CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION, PLANNING COMMISSION Street Address Suite orApt € ry State Postal Code District 4 What distnct do you I ve rn? Please CLICK HERE for a map to verify your district assignment. Primary Phone Alternate Phone HOGAN HOMES Employer 400 MANN ST. WorkAddress - Street Address and Suite Number CORPUS CHRISTI WorkAddress - City WorkAddress- Slate ASSISTANT TO THE PRESIDENT Jab Title 78401 WorkAddress - Zip Cade 512-994-8786 Work Phone Work E-mail address Home/PrimaryAddress Preferred Mailrng 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 andlor Community Activity (Present) SEE ATTACHED RESUME BACHELOR OF SCIENCE IN BUSINESS ADMINISTRATION, DOUBLE MAJORED IN FINANCE AND ACCOUNTING FROM UNIVERSITY OF SOUTH CAROLINA, 2009 MASTERS OF ACCOUNTING FROM COLLEGE OF CHARLESTON, 2010 PROFESSIONAL EXPERIENCE: PRICE WATERHOUSE COOPERS, LLC, DALLAS: AUDITASSOCIATE 2010-2011; DELOITTE AND TOUCHE, LLC, AUSTIN: AUDIT SENIOR ASSOCIATE 2011-2013; HOGAN HOMES, ASSISTANT TO THE PRESIDENT 2013 -PRESENT MEMBER OF CORPUS CHRISTI ROTARY CLUB Registered Voter? *Yes ONo Current resident of the city? 0Yes ONo 2 II yes, how many years? BROWN.pdf Upload a Resume Pleae 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 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. lAgree 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. ® !Agree Oath I swear that all of the statements included in my application are true and correct. ® !Agree Board -specific questions (if applicable) Question applies to CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION. Are you a qualified elector* of the City? • Yes O No Question applies to PLANNING COMMISSION. Are you a registered voter of the City of Corpus Christi? o Yes p No Question applies to multiple boards. *Qualified elector/voter means a person who is 18 years of age or older; a United States citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by any court; and a resident of this State. Diana Brown Acknowledged for strong analytical and problem salving skills, as well as development of team and client relationships. Recognized for achieving an understanding of numerous different business operations and processes, identifying and quickly elevating potential engagement issues, task prioritizing, and multi -tasking abilities. Enjoys challenging engagements and new opportunities to further develop professional skills. Thrives in a team environment yet also works well independently. Committed to exceeding the needs and expectations of the engagement and client. PROFESSIONAL EXPERIENCE Price Waterhouse Coopers, LLC, Dallas Associate, 2010 - 2011 Audited a diverse portfolio of clients including manufacturing, health care, financial, chemical, and holding companies. Part of review team for the issuance of an initial client stock offering Performed 404 SOX Controls testing. Participated on an Advisory and consulting engagement for major financial institution Deloitte and Touche, LLC, Austin Senior Associate, 2011— 2013 Managed and executed the audits of two companies in the manufacturing and construction fields. Participated on two company segment carve out audits. Performed 404 SOX controls design and operating effectiveness testing. Member of new client acquisition team EDUCATION University of South Carolina Bachelor of Science in Business Administration, 2009 Double Majored: Finance and Accounting Directed Studies: French College of Charleston Masters of $crounting 2010 Study Abroad: University of South Carolina, Maymester Session, Kenya, Africa Studied business tactics and problem solving techniques within the economic and political structure of Kenya. Examined the local operations of The Coca Cola Company, Dockers, a subsidiary of Levi Strauss and Co., Kazuri Beads, Ltd. and KickStart, a non-profit dedicated to developing technologies for small-scale enterprises. Studied the importance of eco -tourism to the national economy. National Outdoor Leadership School, Broome, Australia Studied leadership skills and development, while facing extreme conditions of the Australian Outback. Also focused on technical outdoor skills and environmental ethics. OTHER/LEADERSHIP ACTIVITIES Recipient of the USC Thomas Moore Craig Leadership Award (2008) Recipient of the Student Government Executive Officer Meritorious Award (2009) Student Senator representing Darla Moore School of Business (2007 - 2009) Chairman for Senate Finance committee (2009) Sorority Coo i n c i l President (2008 - 2009) Omicron 1 '1.1 Kappa Honors Society President (2009) Mortar Board Honors Society Treasurer (2008) City Of Corpus Christi REINVESTMENT ZONE NO. 2 BOARD BOARD DETAILS OVERVIEW As, SIZE 14 Seats TERM LENGTH 2 Years TERM LIMIT N/A The Reinvestment Zone No. 2 Board shall make recommendations to the City Council concerning the administration of the zone. The Board shall prepare and adopt a project plan and reinvestment zone financing plan for the zone and submit such plans to the City Council for its approval in accordance with Section 311.011, Texas Tax Code. The Board shall exercise other powers and responsibilities with respect to the zone only to the extent expressly granted by the City Council by ordinance or resolution. 4 DETAILS COMPOSITION The Board shall consist of at least five and not more than fifteen (15) members. The members shall be appointed as follows: Pursuant to Sec. 311.009(a), Tax Code, the respective governing bodies of each taxing unit other than the City each may appoint one (1) member of the board. A taxing unit may waive its right to appoint a Director. The remaining members of the board are appointed by the City Council. The City Council shall have the right to appoint up to ten (10) members, and the board shall exceed fifteen (15) members if necessary for the City Council to make said ten (10) appointments. To be eligible for appointment an individual must be a qualified voter of the City or be at least 18 years of age or older and ow n real property in the zone. Each year the governing body of the municipality or county that created the zone shall appoint one member of the board to serve as Chairman for a term of one-year that begins on January 1 of the follow ing year. CREATION / AUTHORITY Motion No. 2000-396, 11/14/00; Ordinance No. 024270, 11/14/00; Motion No. 2000- 408; Motion No. 2000-409, 11/21/00; Motion No. 2009-259, 9/15/09. MEETS On call, Council Chambers TERM DETAILS Two-year staggered terms. DEPARTMENT General Government and Operations Support SUBCOMMITEE AGENDA /INFO Board Name Term Date Cate o Positio Lillian Riojas REINVESTMENT ZONE NO. 2 BOARD Resigned 2 11/01/17 City Member Rudy Garza Carolyn Vaughn Colleen McIntyre Mark Scott Nelda Martinez REINVESTMENT ZONE NO. 2 BOARD Active 2 11/01/17 City REINVESTMENT ZONE NO. 2 BOARD Active 1 11/01/17 City REINVESTMENT ZONE NO. 2 BOARD Active 2 11/01/17 City REINVESTMENT ZONE NO. 2 BOARD Active 4 11/01/17 City REINVESTMENT ZONE NO. 2 BOARD Active 4 11/01/17 City Member Member Chair Member Member Lucy Rubio REINVESTMENT ZONE NO. 2 BOARD Active 1 11/01/17 City Member Brian Rosas REINVESTMENT ZONE NO. 2 BOARD Active 1 11/01/17 City Member Reinvestment Zone No. 2 Board Members April 12, 2016 One (1) vacancy with term to 11-1-17. (Note: City Council Member Lillian Riojas resigned from the City Council At -Large seat on February 24, 2016. Michael Hunter was appointed to the City Council At -Large vacancy on March 8, 2016.) Chad Magill REINVESTMENT ZONE NO. 2 BOARD Active 2 11/01/17 City Member Cal Jennings Gabriel Rivas Samuel Neal, Jr. Steve Ellis REINVESTMENT ZONE NO. 2 BOARD Active 1 11/01/16 Nueces County Hospital District Member REINVESTMENT ZONE NO. 2 BOARD Active 1 11/01/16 Del Mar College Member REINVESTMENT ZONE NO. 2 BOARD Active 1 11/01/16 Nueces Co. Member REINVESTMENT ZONE NO. 2 BOARD Active 1 11/01/16 Flour Bluff I.S.D. Member Barbara Canales REINVESTMENT ZONE NO. 2 BOARD Active 1 11/01/16 Port Authority Member AGENDA MEMORANDUM First Reading Item for the City Council Meeting of March 29, 2016 Second Reading Item for the City Council Meeting of April 12, 2016 DATE: TO: Ronald L. Olson, City Manager February 15, 2016 FROM: Stacie Talbert Anaya, Interim Director StacieT@cctexas.com 361-826-3460 Beach to Bay Relay Marathon request for City Supported Event Status CAPTION: Resolution granting City supported event status in accordance with City Code of Ordinances Section 53-206 to the 2016 Beach to Bay Relay Marathon. PURPOSE: Grant designation of City Supported Event to the Beach to Bay Relay Marathon and provide 50% relief of city fees and services associated with coordinating the event. BACKGROUND AND FINDINGS: In a letter dated January 2, 2016, the Corpus Christi Roadrunners requested the annual Beach to Bay Relay be granted the status of a City Supported Event, specifically for some relief of fees for city services. A copy of the letter is attached for your review. In February 2015, City Council approved an update to the parade and special event permit ordinance. Section 53-206 of the update addressed City Supported Events stating cost and fees assessed may be reduced for qualifying events. The ordinance requires City Council to grant or deny the designation of a City Supported Event The criteria for classification as a City Supported Event include: • Draw a crowd of approximately 10,000 people • Draw visitors from outside the region resulting in hotel occupancy tax gains • Be coordinated by a non-profit organization where the majority of funds raised during the event are retained/spent locally • Have free attendance to the public • Have community wide appeal and access • Be of cultural, educational, health or historical significance. The Beach to Bay Relay Marathon is a six -person relay running event coordinated by the Corpus Christi Roadrunners a 501c3 organization of volunteers. This will be the event's 41st year and regularly boasts over 2000 teams and 10,000 spectators who line the route to cheer for their favorite team. It is begins at Bob Hall Pier, down the sands of North Padre Island, over the JFK Causeway, through the Naval Air Station Corpus Christi, down scenic Ocean Drive, ending at McCaughan Park for one giant pizza party open. You can read more about the event at www.beachtobayrelay.com. In 2014, the Corpus Christi Visitor's Bureau (CVB) completed a study on the effect the Beach to Bay Relay Marathon has on our local economy. The results were tallied and the finding concluded that the race brought $7 million into the local economy. The only downside of the study was that it was completed using data consistent with a one day stay in Corpus Christi and typically most of the participants stay for the event two days. A copy of the report is attached for your review. The Beach to Bay Marathon Relay meets the criteria established in the ordinance. City staff members have reviewed the request and suggest a 50% reduction for city fees and services. Costs in FY2014 included Police Costs - $7990.86; Park Permit - $400; Traffic Control plan $400 (will $200 with new fee schedule). ALTERNATIVES: Do not approve request for City Supported Event status OTHER CONSIDERATIONS: none CONFORMITY TO CITY POLICY: City Council must approve designation of a City Supported Event EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal, Police 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): General Fund Comments: none RECOMMENDATION: Staff recommends approval of this request LIST OF SUPPORTING DOCUMENTS: Resolution Attachment A: Corpus Christi Roadrunners Letter Attachment B: Convention and Visitors Bureau Economic Impact Comment Resolution granting City supported event status in accordance with City Code of Ordinances Section 53-206 to the 2016 Beach to Bay Relay Marathon Whereas, in a letter dated January 2, 2016, the Corpus Christi Roadrunners requested the annual Beach to Bay Relay be granted the status of a City Supported Event, specifically for some relief of fees for city services; Whereas, in February 2015, City Council approved an update to the parade and special event permit ordinance; Whereas, Section 53-206 of the City Code of Ordinances addressed City Supported Events stating cost and fees assessed may be reduced for qualifying events; Whereas, the criteria for classification as a City Supported Event include: • Draw a crowd of approximately 10,000 people • Draw visitors from outside the region resulting in hotel occupancy tax gains • Be coordinated by a non-profit organization where the majority of funds raised during the event are retained/spent locally • Have free attendance to the public • Have community wide appeal and access • Be of cultural, educational, health or historical significance. Whereas, the ordinance requires City Council to grant or deny the designation of a City Supported Event; Whereas, the Beach to Bay Relay Marathon is a six -person relay running event coordinated by the Corpus Christi Roadrunners a 501c3 organization of volunteers and this will be the event's 41st year and regularly boasts over 2000 teams and 10,000 spectators who line the route to cheer for their favorite team. Whereas, in 2014, the Corpus Christi Visitor's Bureau (CVB) completed a study on the effect the Beach to Bay Relay Marathon has on our local economy and the results concluded that the race brought $7 million into the local economy; Whereas, the Beach to Bay Marathon Relay meets the criteria established in the ordinance; Whereas, City staff members have reviewed the request and suggest a 50% reduction for city fees and services. Now therefore, be it resolved by the Corpus Christi City Council: Section 1. That the 2016 Beach to Bay Relay Marathon qualifies for and is hereby granted City supported event status pursuant to Section 53-206 of the City Code of Ordinances. Section 2. That the City fees in relation to the 2016 Beach To Bay Relay Marathon are authorized to be reduced by 50%. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Corpus Christi, Texas Nelda Martinez Mayor of , 2016 The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Michael Hunter Chad Magill Colleen McIntyre Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn Monday, January 2, 2016 Dear Honorable Mayor Nelda Martinez and Esteemed Corpus Christi City Council, If you had to pin -point one individual event locally held that takes advantage of all Corpus Christi's beautiful backdrop certainly the Beach to Bay Relay Marathon would be the first to come to mind. 42 years ago the Corpus Christi Roadrunners (CCRR) was founded and one of its members, Captain John Butterfield created the Beach to Bay Relay Marathon to honor our nation's military. It was decided then that the race would be held annually on Armed Forces Day, and the rest is history. l.InED ram a!r - o.rr i. n:; tows 11!7: The Beach to Bay Relay Marathon is a six -person relay running event. Since the race is an official marathon, the distance is 26.2 miles. It is begins at Bob Hall Pier, down the sands of North Padre Island, over the JFK Causeway, through the Naval Air Station Corpus Christi, down scenic Ocean Drive, ending at McCaughan Park for one giant pizza party. In 2014, the Corpus Christi Visitor's Bureau (CVB) completed a study on the effect the Beach to Bay Relay Marathon has on our local economy. The results were tallied and the finding concluded that the race brought seven million dollars into the local economy. The only downside of the study was that it was completed using data consistent with a one day stay in Corpus Christi and typically most of the participants stay for the event two days. The staying power of the Beach to Bay Relay Marathon, now in its 41st year is that it attracts runners from all over the United States, Canada and Mexico. A relay marathon is appealing to the weekend running warrior. It also has a strong hold on its spectators those who enjoy watching the event and those who are present for team support. The purpose of this letter is to hopefully gain support from Mayor Nelda Martinez and City Council to achieve a City Sponsored Status. This will alleviate the need funds to pay for a strong police prescience needed for security during the race. The Beach to Bay Relay Marathon is one of eight races brought to Corpus Christi annually by the CCRR, a 5013C non for profit club. The Beach to Bay has become so large in popularity that the event has taken on an image of its own. Ironically the race is also developed and nurtured by an all volunteer staff. Local residents who enjoy putting on the finest relay running event from start to finish. Thank you for your time and consideration in this matter. Your support is greatly appreciated. Sincerely, i‘A Doug McBee Jr. Beach to Bay Relay Marathon Race Director Corpus Christi Roadrunner President CVB Information Doug, Thank you both so much for providing the info that was necessary for me to calculate the economic impact that Beach to Bay brings to our area. I think you are going to be pleased, and perhaps a bit surprised, by the results. Please also note that my numbers are on the conservative side as I always lean that way in regards to calculations so as to protect the Bureau and your event. The economic impact of the 2014 Beach to Bay was as follows: • Direct Impact of $4,268,423 • Indirect Impact of $3,049,754 • El Total: $7,318,177 Explanation of Direct and Indirect below: Direct: Any revenue directly attributed to the event such as hotel room night sales, ticket sales, revenue acquired from event rental spaces, business services hired by event organizer, paid wages directly attached to the event, etc. Indirect: Any revenue indirectly attributed to the event such as restaurant sales, retail sales, convenient store sales, jobs supported at these various venues, services requested by these venues to accommodate increased guest flow, etc Again, this number is conservative as it does not include any hotel room nights from runners that stayed on Saturday night. That particular information was not able to be confirmed regarding a hotel occupancy report. So I stayed on the safe -side and included just the Friday room night occupancy. Our calculator pulls from 8 different sources that calculate the economic impact based on industry standards for this specific type of event. The calculator is customized with local tax rates, hotel occupancy and average daily room rate during that time period, etc.. I've attached the press release for the calculator to better explain the functionality of it. Please let me know if you have any additional questions. Thank you! ASHLEY HIGSON, CTA 1 DIRECTOR, COMMUNICATIONS Corpus Christi Convention & Visitors Bureau office: 361.881.1818 cell: 281.799.7226 www.visitcorpuschristitx.org ED CORPUS CHRISTI . MUSTANG & PADRE ISLANDS Contact: Ashley Higson Director, Communications Convention & Visitors Bureau 361.881.1818 (Office) 281.799.7226 (Cell) ahigson@visitcorpuschristitx.org NEWS RELEASE: For Immediate Release Corpus Christi, Texas —May 21, 2014- The Corpus Christi Convention and Visitors Bureau (CCCVB) announces a new and important resource to accurately calculate the economic impact of tourism in Corpus Christi, known as the DMAI Event Impact Calculator (EIC). The EIC measures the economic value of an event in terms of sales, jobs, wages and local taxes, comparing the total value of an event to any related incentives and hosting costs; i.e. a destination's return on investment for a particular event. Developed by Tourism Economics, an Oxford Economics company, the EIC has been adopted by over 140 destination marketing organizations (DMOs) and has proven to be a valuable resource in these markets. "The EIC is a versatile and complete solution to the perennial DMO challenge of measuring the importance of meetings and events. The fact that the results are localized to each city and that the tool allows for dynamic online analysis is a veritable game changer", said Michael Gehrisch, President & CEO of DMAI. Tourism is vital to the Corpus Christi economy, accounting for $1.2 billion in economic impact for FY 2012-2013. Conventions, conferences and large meeting groups are an ever-growing segment of visitors to Corpus Christi and inject significant dollars into the local economy. Using the EIC, the CCCVB calculated the economic impact of American Bank Center -sourced meeting groups and events for 2013. These groups accounted for over 44,700 room nights with a primary economic impact of over $17,700,000.00 and a secondary impact of over $30,900,000.00. For credible and sustainable data analysis, the EIC incorporates eight complementary data sources: • Oxford Economic survey of meeting planners • Longwood International's ongoing survey of U.S. household travel behavior with an exclusive focus on meeting and trade show spending • Convention Industry Council's study on the Economic Significance of the Meetings Industry • City -specific data on costs by sector • City -specific sales, wage and employment multipliers • City -specific tax rates, event -specific info pertaining to delegates and room nights • Host space info pertaining to catering, space rental and additional services. Paulette Kluge, CEO of the CCCVB, commented that she is "beyond thrilled to add this incredible tool to our collection of resources as we strive to sustain economic increase for Corpus Christi through tourism." ### The Corpus Christi Convention and Visitors Bureau's mission is "to drive overnight visitors to the Corpus Christi Area". For more information about the Corpus Christi Convention and Visitors Bureau or to plan your next trip to Corpus Christi, visit www.VisitCorpusChristiTX.org or call 1-800-678-6232. AGENDA MEMORANDUM Future Item for the City Council Meeting of March 29, 2016 Action Item for the City Council Meeting of April 12, 2016 DATE: March 29, 2016 TO: Ronald L. Olson, City Manager FROM: Andy Leal Jr, Assistant Director Street Maintenance AndyL(c�cctexas.com (361) 857-1957 Mike Markle MikeMa(c�cctexas.com (361) 886-2601 Maria Pedraza, Procurement Manager Mariape(c�cctexas.com (361) 826-3176 Purchase of Six Wavetronix Radar Detection Systems CAPTION: Motion approving the purchase of six Wavetronix Radar Detection Systems from Twincrest, Inc. doing business as Twincrest Technologies, Mansfield, Texas in accordance with the State of Texas Cooperative Purchasing Program for the amount of $113,380.00. The Street Department and Police Department have set aside funds in FY 2015-16 for this procurement. PURPOSE: This equipment is used in signalized traffic intersections for vehicle detection. BACKGROUND AND FINDINGS: Radar detection systems are the new standard for traffic signal vehicle detection. These radar detection systems will be replacing the video detection systems currently in the field that are no longer working or serviceable. Many of these older units require maintenance every two weeks to clean the camera lenses. The new radar detection system will improve traffic flow and vehicle detection. They are more reliable, have better technology and are not affected by weather events unlike the existing video detection systems. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -Emergency. DEPARTMENTAL CLEARANCES: Street Department and Corpus Christi Police Department 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 $776,030.80 $0 $776,030.80 Encumbered / Expended Amount $409,604.94 $0 $409,604.94 This item $113,380.00 $0 $113,380.00 BALANCE $253,045.86 $0 $253,045.86 Fund(s): Streets and Redlight Photo Comments: The $113,380.00 financial impact shown above represents the procurement cost of six Wavetronix Radar Detection Systems of which Streets will fund $13,605.60 and the Police Department will fund $99,774.40. The funds have been allocated in the FY2015-2016 budget. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: DOMINGO VALDEZ ITEM DESCRIPTION PRICE SHEET PURCHASE OF SIX WAVETRONIX DETECTION SYSTEMS STATE OF TEXAS COOPERATIVE PURCHASING PROGRAM 2. 3. 4. WX-SS-704-060, 60' Sensor Pigtail WX-SS-225-4AC-650, 4 Matrix System with Click 650 TTI-MTRX-ADV-CBL, 6 -Conductor Matrix/Advance Home -Run Cable Install Kit for Wavetronix SmartSensor Detection Systems TOTAL QTY. UNIT 24 ea 6 ea 6000 ea 1 ea Twincrest Technologies Mansfield, Texas UNIT PRICE $225.00 $16,180.00 $1.65 $1,000.00 EXTENDED PRICE $5,400.00 $97,080.00 $9,900.00 $1,000.00 $113,380.00 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 29, 2016 Action Item for the City Council Meeting of April 12, 2016 DATE: February 15, 2016 TO: Ronald L. Olson, City Manager THRU: Mark Van Vleck, P. E., Assistant City Manager markvv@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 Engineering Services jeffreye@cctexas.com (361) 826-3851 CAPTION: Engineering Construction Contract Signal Improvements and Street Lighting BOND 2012 Motion authorizing the City Manager, or designee, to execute a construction contract with Siemens Industry, Inc. of Corpus Christi, Texas in the amount of $207,007.95 for the Signal Improvements and Street Lighting BOND 2012 project for new traffic signal at Ocean Drive and Robert Drive for the base bid. PURPOSE: The purpose of this Agenda Item is to obtain authority to execute a construction contract for new traffic signal at Ocean Drive and Robert Drive under Signal Improvements and Street Lighting BOND 2012 project. BACKGROUND AND FINDINGS: The Signal Improvements and Street Lighting (Bond 2012) Proposition 1 Project was approved by the voters on November 6, 2012. The Signal Improvement and Lighting "Project" was programmed to address numerous locations City-wide through various smaller projects and other Street Reconstruction projects. This is one of the new traffic signals prioritized within the Project. Other prioritized projects include: • New Traffic Signal at McArdle & Nile Intersection • New Traffic Signal at Cimarron and Lipes Intersection • Upgraded Traffic Signals on Navigation at Up River, Leopard and IH -37 • Implementation of the Intelligent Transportation for the new Traffic Management Center Bond 2012 Proposition 1 Brochure description: "Signal Improvements and Street Lighting $2,000,000.00 — Some arterial and collector intersections are currently signalized and controlled by a span wire signal head system. A span wire system cannot accommodate pedestrian traffic light control due to lack of push button signal operation. Also, these intersections would need to be ADA compliant, new LED signal heads mounted on mast arms, underground conduit, video detection (VIVDS) for signal operation and illuminated street signage. Upgrading these signals along with installing new warranted signals city-wide will enhance traffic safety and efficient traffic movement. This project will also upgrade and install additional street lighting in residential areas and along arterial and collector street city-wide. Improvements will principally consists of replacing existing mercury-vapor street lighting with higher - intensity, more efficient high pressure sodium vapor lighting or LED lighting, adding new street lights on residential streets to improve light spacing, adding lights for area beautification, installing new and improved continuous street lighting along selected arterial and collector streets, installing new area lighting as necessary for public safety." This project provides for a new traffic signal to be located at the intersection of Ocean Drive and Robert Drive. The construction will include, but not be limited to: concrete foundations, signal poles, signal mast arms, signal heads, pedestrian poles, pedestrian heads, conduits, conductors, controller cabinet, electrical service, and pavement repairs & markings. This work replaces the existing temporary signal at the location. On February 3, 2016, the City received proposals from three (3) bidders and the bidders are as follows: Contractor Base Bid Siemens Industry, Inc. Corpus Christi, Texas $207,007.95 Austin Traffic Signal Construction Company, Inc. Pflugerville, Texas $213,592.10 E -Z Bel Construction, LLC San Antonio, Texas $250,430.00 The City's consultant Maldonado -Burkett Intelligent Transportation Systems, LLP, analyzed the three proposals and determined the lowest reasonable bidder is Siemens based on the review of the bids, past performance, and other information in accordance with the contract documents. ALTERNATIVES: 1. Authorize execution of a construction contract. 2. Do not authorize execution of a construction contract. (Not Recommended) OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Complies with statutory requirements for architectural and engineering contracts. Conforms to FY 2015- 2016 Street Capital Improvement Planning (CIP) Budget. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Street Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year 2015-2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget $2,000,000.00 $2,000,000.00 Expended/Encumbered Amount 136,259.72 136,259.72 This item $207,007.95 $207,007.95 Future Anticipated Expenditures This Project 47,535.79 47,535.79 BALANCE $1,863,740.28 ($254,543.74) $1,609,196.54 Fund(s): ST 46 Comments: N/A RECOMMENDATION: City staff and MBITS recommend the construction contract award to Siemens Industry, Inc. in the amount of $207,007.95 for the Signal Improvements and Street Lighting BOND 2012 project at Ocean Drive & Robert Drive for the base bid. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation PROJECT BUDGET ESTIMATE SIGNAL IMPROVEMENTS AND STREET LIGHTING CITY-WIDE Project No. E12105 February 18, 2016 FUNDS AVAILABLE: Street CIP $2,000,000.00 FUNDS REQUIRED: Construction Fees: Construction (This Item) 207,007.95 Contingencies 20,700.80 Construction Materials Testing (Rock) 835.00 Design Fees: Engineering Design (Maldonado -Burkett) 136,259.72 Engineering Design for Navigation @ Leopard and Up River 49,512.11 Engineering Design for McArdle and Nile 30,321.74 Engineering Design for Navigation andlH 37 27,025.68 Engineering Design for Ocean Drive & Robert 25,668.95 Amendment No. 1 for Ocean Drive & Robert 3,731.24 Reimbursements: Total Reimbursements. 26,000.00 Administration (Capital Programs/Capital Budget/Finance) (0.50%) 10,000.00 Engineering Services (Project Mgt/Constr Mgt/Land Acq Svcs) (0.75%) 15,000.00 Misc. (Printing, Advertising, etc.) 1,000.00 TOTAL $390,803.47 * ESTIMATED PROJECT BUDGET BALANCE $1,609,196.54 * Remaining project budget to be used for other locations and other signal and lighting projects. 28.6 2444 qL, (35T) 4P PROJECT LOCATION P Qi• pe& �4th A oz ,P �a (9are 4s/d rtl al VICINITY MAP NOT TO SCALE 4 Project Number: E12105 Signal Improvements and Street Lighting City -Wide Bond 2012 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES arms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.34944 CERTIFICATE OF INTERESTED PARTIES FORM 1295 loft_ Complete Nos. 1- 4 and 6 it there arc interested parties. Complete Nos. 1, 2. 3, 5, and 6 if there are no interested parties. I OFFICE USE 1 CERTIFICATION 1 ONLY OF FILING 1 1 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Siemens Industry Inc. Houston, TX United States Certificate Number: 2016-14951 Date Filed: 102/17/2016 Date Acknowledged: 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the goods or services to he provided under the contract. E12105 SIGNAL IMPROVMENT AND STREET LIGHTING @ OCEAN DRIVE & ROBERT DRIVE 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable)) Controlling Intermediary 5 Check only if there is NO interested Party. X s AFFIDAVIT I swear. or affirm. under penalty of perjury, that the above disclosure is true and correct. /''id Wfj��ss Z ="' um,,. 4.a�?oB., NIA VONES THOMAS % Noas My Commission Expires L:; c Vii,••��;.•' March 26, 2019 Signature of authorized agent of contracting business entity II f % 4D ' "t k'r t� this the 1 �� day of Qie 7 g.1/ AFFIX NOTARY STAMP /SEAL ABOVE Sworn to and subscribed before me, by the said/4) 20 1ze , to certify which, witness my hand and /,,e. G� seal of ochre. f1/4,17 GL /73 dl-ice �_S��% V I C'-C� GUS) V6l / cc�70Y Sig azure-ffic r administering oath Printed name of officer administering oath Title of officer administerina oath arms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.34944 Corpus Chr sti Engineering Signal Improvements and Street Lighting BOND 2012 at Ocean Drive & Robert Drive Council Presentation March 29, 2016 Vicinity Map v �hrsti Engineering 2 Project Location �hrsti Engineering Project Scope �hrsti Engineering New Traffic Signal at Ocean Drive and Robert Drive will include: • New poles & mast arms & foundation • New traffic signal heads • New conduit, cables & controls • New pedestrian posts with visual & countdown audible signal heads • Pavement repairs & crosswalk markings Note: existing sidewalks & ADA ramps are compliant 4 Project Schedule �hrsti Engineering 2015 2016 Nov Dec Design Ja n Fe b Ma r Bid/Award Apr May Construction Project Estimate: 45 Calendar Days AGENDA MEMORANDUM Future Item for the City Council Meeting of March 29, 2016 Action Item for the City Council Meeting of April 12, 2016 DATE: February 23, 2016 TO: Ronald L. Olson, City Manager FROM: Dan Grimsbo, Interim Assistant Director of Treatment, Utilities DanG@cctexas.com (361) 826-1718 Lisa Aguilar, Senior Assistant City Attorney, Legal LisaA@cctexas.com (361) 826-3378 Approval of the Mary Rhodes Phase II Pipeline Operations and Maintenance Agreement CAPTION: Resolution authorizing the City Manager or designee to execute an Operations and Maintenance Agreement with Lavaca-Navidad River Authority (LNRA) to maintain the Mary Rhodes Phase II easements, as well as, operate and maintain the pipeline and related facilities for a total initial operating budget of $345,000 dollars. PURPOSE: The purpose of this agenda item is to obtain authority to execute an agreement with Lavaca- Navidad River Authority for operation and maintenance of the Mary Rhodes Pipeline Phase II. BACKGROUND AND FINDINGS: In 1992, the City entered into an option agreement for the purchase of up to 35,000 acre-feet per year of water rights from the Garwood Irrigation Company. Use of the water requires routing transmission facilities from the Colorado River to the Mary Rhodes Pipeline at a point just downstream of Lake Texana. The City is constructing a fifty-four inch (54") water pipeline and related facilities from a diversion site on the Colorado River near Bay City Texas, approximately forty-two (42) miles to a connection point on LNRA property, where it will connect to the LNRA Facilities for delivery into the City's Mary Rhodes Pipeline. For ease of remote operations, the City desires that LN RA operate and maintain Mary Rhodes Phase II Pipeline in conjunction with Mary Rhodes Phase I Pipeline. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: The proposed agreement conforms to City policies and procedures for executing an agreement. This agreement is in compliance with Texas Government Code Chapter 791 regarding Interlocal Cooperation Contracts. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Utility Department Legal Department 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 $350,000.00 $350,000.00 Encumbered/ Expended Amount This item $345,000.00 $345,000.00 BALANCE $5,000.00 $5,000.00 Comments: Expenses resulting from this agreement will be funded from Water Fund. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Mary Rhodes Phase II Pipeline Operation and Maintenance Agreement Resolution authorizing the City Manager or designee to execute an Operations and Maintenance Agreement with Lavaca-Navidad River Authority (LNRA) to maintain the Mary Rhodes Phase II easements, as well as, operate and maintain the pipeline and related facilities for a total initial operating budget of $345,000 dollars. Whereas, the City is constructing a fifty-four inch water pipeline and related facilities from a diversion site on the Colorado River near Bay City Texas, approximately forty-two (42) miles to a connection point on Lavaca-Navidad River Authority property where it will connect to LNRA facilities for delivery into the City's Mary Rhodes Pipeline; Now, therefore, be it resolved by the City of Corpus Christi, Texas: Section 1. That the City Manager or designee is authorized to execute a ten-year Agreement with Lavaca-Navidad River Authority for Operation and Maintenance of the Mary Rhodes Pipeline Phase II easements, as well as operate and maintain the pipeline and related facilities, with a total initial fiscal year operating budget of $345,000. A copy of the agreement is on file in the office of the City Secretary. 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 Michael Hunter Chad Magill Colleen McIntyre Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn MARY RHODES PHASE II PIPELINE OPERATION AND MAINTENANCE AGREEMENT This Agreement ("Agreement"), dated as of , 201 ("Effective Date"), is between the Lavaca-Navidad River Authority ("LNRA"), a conservation and reclamation district and political subdivision of the State of Texas, organized and operating under Article XVI, Section 59 of the Texas Constitution and the City of Corpus Christi, Texas ("City"), a Texas home -rule city pursuant to Tex. Government Code Section 791.026. RECITALS 1. The City has a water right authorizing it to divert 35,000 acre-feet per year from the Colorado River for irrigation, municipal, and industrial purposes at a rate not to exceed 150 cfs or 298 acre-feet per day ("Colorado River Water"). 2. The City is constructing a fifty-four (54) inch water pipeline ("Mary Rhodes Phase II Pipeline") and related facilities ("Mary Rhodes Phase II Facilities") from a diversion site on the Colorado River near Bay City, Texas, approximately forty-two (42) miles to a point on LNRA property where it will connect to LNRA Facilities for delivery into the City's Mary Rhodes Pipeline. 3. The City and LNRA desire that LNRA maintain the Mary Rhodes Phase II easements, as well as operate and maintain the pipeline and related facilities during the term of this Agreement. In consideration of the mutual covenants and agreements contained in this Agreement, LNRA and the City agree as follows: I. DEFINITIONS 1.01 Definition of Terms. Unless otherwise defined in this Agreement, or unless the context clearly requires otherwise, the following terms and phrases shall have the meanings indicated: "Delivery Point" means the point where water is delivered to the City as defined in the 1993 Water Supply and Conveyance Contract by and between LNRA and the City of Corpus Christi (Delivery Contract). "Mary Rhodes Phase II Facilities" means pumping and diversion facilities, pipelines and valves and appurtenances as further described on the attached Exhibit A. "Mary Rhodes Phase II Pipeline" means the City's fifty-four (54) inch pipeline constructed from a diversion point on the Colorado River to a Surge Tank to be located on LNRA property and connects to LNRA Facilities as further described on the attached Exhibit A. The term also includes the easements and rights-of-way associated with the Mary Rhodes Phase II Pipeline. "Mary Rhodes Phase II Expenses" means the reasonable and necessary expenses incurred in the efficient and economical administration, management and operation and the maintenance of the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities in good repair and operating condition. "Mary Rhodes Phase II Reserve Fund" means a fund equal to three (3) month's Mary Rhodes Phase II Expenses, as identified in the approved annual budget for the then current fiscal year to be used for small, unplanned repairs. "Colorado River Water" means water transmitted through the Mary Rhodes Phase II Pipeline. 2 "Colorado River Water Meter" means a flow meter located on LNRA owned property situated along the Mary Rhodes Phase II Pipeline upstream from the Surge Tank to measure amount of Colorado River Water passing to the West Delivery System. "LNRA Facilities" means the West Delivery System and any improvements and appurtenances thereto ("West Delivery System Improvements") including the gravity line connecting the Surge Tank to the West Delivery System existing intake structure ("West Delivery System Intake Extension"). "Mary Rhodes Pipeline" means the 101 -mile long, 64 inch diameter pipeline owned by Corpus Christi that transports water from the Delivery Point to the O.N. Stevens Water Treatment Plant in Corpus Christi. "Operating Protocols" means operating procedures established for the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities to be used during the term of this Agreement. "Supervisory Control and Data Acquisition System" or "SCADA" means an assembly of equipment used to remotely control the pumping system. "Surge Tank System" means a pipeline, surge tank, gravity line and meter located on LNRA property used to convey Colorado River Water to the West Delivery System. "Texana Water" means the water delivered to the City under the Delivery Contract dated December 14, 1993 and the Interruptible Water Supply Contract dated July 24, 2001 and as amended July 22, 2003 between LNRA and the City. "TCEQ" means Texas Commission on Environmental Quality. "West Delivery System" means LNRA's intake structure, pipeline, pumps, meter and related facilities used to move water from Lake Texana to the Mary Rhodes Pipeline. 3 "West Delivery System Improvements" means the modifications to the West Delivery System which are necessary to accept Colorado River Water and deliver Colorado River Water and/or Colorado River Water commingled with Texana Water to the Delivery Point. 1.02 Interpretation. Terms used in this Agreement with initial letters capitalized and not otherwise defined in this Agreement have the meanings assigned to them in Section 1.01. The table of contents and caption headings of this Agreement are for reference only and shall not affect its interpretation in any respect. Except where the context otherwise requires, words impacting the singular number shall include the plural number and vice versa. Reference to any document means that document as amended or supplemented from time to time. Reference to any party or governmental regulatory agency means the entity and its successors and assigns. This Agreement and all terms and provisions, including exhibits, shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of this Agreement. II. CONSTRUCTION OF MARY RHODES PHASE II PIPELINE and PHASE II FACILITIES 2.01 The City shall, at its sole cost, risk, expense and liability, obtain easements and rights -of - ways and design and construct the Mary Rhodes Phase II Pipeline and the Mary Rhodes Phase II Facilities or cause them to be constructed in such a manner that it is sufficient to meet the anticipated requirements of the City for the diversion, transport, delivery and receipt of the Colorado River Water. In addition, the City will construct the intake structure at the diversion site near Bay City, Texas and all facilities necessary to tie into the Mary Rhodes Pipeline, including the Surge Tank System and West Delivery System Improvements. The Mary Rhodes Phase II Pipeline and the Mary Rhodes Phase II Facilities shall be constructed and operated in accordance with all applicable federal and state laws, rules, regulations and orders. The 4 transmission portion of the Mary Rhodes Phase II Pipeline will be designed, constructed, tested and certified to comply with applicable safety requirements for maximum allowable operating pressures. The City shall have the right to make modifications to the design and operating parameters of the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities from time - to -time, provided that such modifications shall comply with applicable safety laws, rules, regulations and orders, and do not adversely affect LNRA's operations under the terms of this Agreement. 2.02 As -Built Plans. The City will provide LNRA with a complete set of an as -built set of plans of the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities and appurtenant equipment, together with copies of all rights-of-way easements and operating information and data in the City's possession from time -to -time. The City will give LNRA not less than thirty (30) days' notice prior to changing the operating parameters or commencing any modifications of the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities. 2.03 Permits and Approvals. The City shall obtain all permits and approvals required for the operation of the Mary Rhodes Phase II Pipeline and the Mary Rhodes Phase II Facilities. If, by virtue of regulatory, legal, financial, or other requirements, it is necessary or appropriate that any permit or approval should be held jointly, LNRA and the City agree to fully cooperate with each other in efforts to obtain, hold, and comply with such permits or approvals. III. OPERATION AND MAINTENANCE OF PIPELINE AND FACILITIES 3.01 LNRA shall provide, or cause to be provided, management, workforce, and all other services required for the operation and maintenance of Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities in accordance with this Agreement. LNRA agrees to use, or cause to 5 be used, reasonable diligence and care in performance under this Agreement. The City shall pay LNRA a fee each month ("Operator Fee") in the amount as determined in Section 4.01 below in consideration of LNRA's agreement to perform the following described duties and responsibilities with respect to the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities and their appurtenant equipment: a. Observe and participate in the City's contractor's startup and testing of the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities and their appurtenant equipment; b. Supervise and manage day-to-day operations and tasks listed on the attached Exhibit B in a diligent and workmanlike manner; c. Provide water usage reports to City for City to file as required by TCEQ; d. Operate pumping facilities at and receive water from the intake diversion structure and dispatch water through the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities in accordance with the terms of this Agreement; e. Keep right-of-way free of high weed, grass, and trees in accordance with individual landowner easement documents; f. Monitor and maintain cathodic protection; g. Witness all meter tests at the intake diversion point and the Colorado River Water Meter; h. Perform other usual and necessary maintenance, operations, and minor repairs (excluding major pipeline repairs) in accordance with customary water transmission pipeline practices and using spare parts, if available, from the spare parts provided by the City identified in a list of spare parts provided to LNRA by the City or its third party contractor ; J. Within thirty (30) days after the end of each month, provide the City with a detailed statement of all operations, maintenance repairs, as well as the volume of water received at the intake diversion structure and delivered at the Colorado River Water Meter for the preceding month; Provide for line locations for underground construction crossing and/or around the pipeline; and, 6 k. Maintain and operate the Mary Rhodes Pipeline Phase II Pipeline and Mary Rhodes Phase II Facilities in accordance with manufacturer recommendations as provided to LNRA by City or its third party contractor. 3.02 Operating Protocols. LNRA will operate and maintain the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities in the same manner and with the same degree of care and diligence with which it operates its own 36" and 54" pipeline and related pumping and meter facilities. LNRA jointly with the City or its third party contractor shall develop an operating procedure ("Operating Protocol"). The Operating Protocols shall be explicitly followed by the Parties. At a minimum, the Operating Protocols shall include the following: a. Combined delivery system (Mary Rhodes Phase II in combination with the West Water Delivery System and Mary Rhodes Pipeline) start-up and testing; b. Start-up, operation, and shutdown of one or any combination of pumps at the Bay City diversion facilities and at any booster pumps; c. Operation of Mary Rhodes Phase II Pipeline control valves while ensuring compliance with design and operation parameters of the LNRA Facilities and the Mary Rhodes Phase II Facilities; d. Operation of water meters; e. Operation of LNRA Facilities and Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities by on-site and/or remote equipment; f. Schedules and operations to accommodate diversion, transportation, and delivery of Colorado River Water to the West Delivery System and Texana and Colorado River Water to the Delivery Point; and g. Ordering of the water from Lower Colorado River Authority. As the operating protocols for Mary Rhodes Phase II Pipeline and Phase II Facilities are developed, annually reviewed and subsequently revised, the City shall provide LNRA the opportunity to review and comment. LNRA and the City shall review the operational protocols at least once annually. 7 3.03 Contract for Services. a. The City acknowledges that LNRA has the right in LNRA's discretion to contract with other parties and/or agents to conduct any operations of LNRA's operations of the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities including but not limited to oversight and maintenance of the cathodic protection system, easement maintenance and operation, maintenance of pumping equipment at Bay City, repair to pipeline appurtenances, underwater diver services, debris removal from river and maintenance for sedimentation basin. b. Such contracts shall be limited in term to the then-current City fiscal year and not exceed amounts included in the approved Annual Budget described below. For multi-year contracts that extend beyond the City's then-current fiscal year, LNRA shall require that all such contracts shall contain provision that continuation of the contract beyond the then current fiscal year of the City is subject to termination upon receipt of written notice due to nonappropriation in the City's annual budget process. c. LNRA agrees to require that any contractor hired by LNRA to perform work under this Agreement shall be required to obtain and maintain the insurance as required herein in Exhibit C d. LNRA shall require that all contracts for work to under this Agreement, include, in large, bold face text the following indemnity section: "Contractor does hereby agree to release, indemnify, defend and hold harmless City of Corpus Christi, and all of its officials, officers, agents and employees, in both their public and private capacities, from and against any and all liability, claims, losses, damages, suits, demands or causes of action including all expenses of litigation and/or settlement, court costs and attorney fees which may arise by reason of 8 injury to or death of any person or for loss of, damage to, or loss of use of any property occasioned by error, omission, or negligent act of Contractor, its officers, agents, employees, subcontractors, invitees or any other person arising out of or in connection with the performance of the construction contract, and contractor shall at his or her own cost and expense defend and protect the City of Corpus Christi from any and all such claims and demands." 3.04 Pipeline Crossing. The City is responsible for final approval and the granting of permits, easements, license, rental or rights-of-way to third parties who desire to cross the City's pipeline easement. The City may, in consultation with LNRA, develop a standard pipeline crossing agreement. The City and LNRA may amend this Agreement to provide for all pipeline crossings and other third -party easement encroachments to be managed by LNRA in a manner that minimizes any disruption of LNRA's operation of the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities. 3.05 Owner's Representatives. The City Manager or his designee are hereby designated as the Owner's Representatives who shall be authorized to field verify all work performed under this agreement. 9 Iv. RATES AND CHARGES 4.01 Payments by the City. a. The work to be performed by LNRA under and pursuant to this Agreement shall be paid for as described herein. b. As consideration for LNRA's performance of this agreement, City agrees to pay LNRA an amount equal to the sum of the following: 1. Sum of actual Mary Rhodes Phase II Expenses including LNRA Administrative Fee up to the amounts in the approved Annual Budget described below; and 2. Funding the Mary Rhodes Phase II Reserve Fund up to amount identified in the approved Annual Budget described below. c. Payment shall be made by City on monthly submission of invoice by LNRA. Upon request by the City, LNRA will provide documentation supporting expenses in 4.01.a and b. above. 4.02 Budgets. a. The costs to be paid by the City pursuant to the provisions of Section 4.01 shall be based on projected expenditures of LNRA established by budgets. The categories to be included in annual budget for the Mary Rhodes Phase II Expenses shall include line items for the the following categories: Professional Services: Expenses for professional engineering, accounting, land surveying and legal Contracts: Contracts for easement mowing/maintenance, meter calibration and cathodic protection services. Insurance: Expense for insurance coverage required under this Agreement. 10 Equipment Rental: Expenses for vehicle use attributed to monitoring and maintaining the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities. Maintenance: Expense related to tools, supplies, parts, etc. Equipment Repair: Expense for repairing damaged equipment associated with the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities. Salaries/Benefits: Expenses for labor associated with the monitoring and maintenance of the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities. Communications: Expense for providing and maintaining telemetry, radio, telephone and any other systems needed for communication to operate and maintain the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities. Administrative Fee: Fee for LNRA's management of professional services and other contracts necessary for the operation and maintenance of the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities Mary Rhodes Pipeline Reserve Fund: To be used for small unplanned repairs. b. LNRA has submitted to the City a budget ("Initial Budget") which is attached as Exhibit D covering the period beginning on date this Agreement is finally approved and ending on September 30, 2016. The Initial Budget for the period beginning the date this Agreement is hereby approved. c. All subsequent annual budgets approved by the City ("Annual Budgets") prepared pursuant hereto shall comprise an estimate on a City fiscal year basis of the costs described above in Section 4.01. Proposed Annual Budgets shall not increase more than 5% from prior Annual Budget without prior concurrence from the City Manager or designee. Annual Budgets shall make provision for maintaining any reserve funds required by this Agreement. In preparing 11 such budgets, LNRA shall consider actual expenses experienced during the previous twelve (12) month period expected inflation and other reasonably predictable increases in expenses, deficits or surpluses in any funds on hand and available for such purpose. LNRA shall provide annual budget forecast detailing future repairs and improvements to made to the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities. d. A proposed Annual Budget shall be submitted by LNRA to the City at least ninety (90) days prior to end of City fiscal year during the term of this Agreement and the City shall either consent to each such budget through the City's annual budget process or institute negotiations with respect thereto. Upon City approval, the proposed Annual Budget shall become the approved Annual Budget. If LNRA and the City have not finally agreed on the Annual Budget by fifteen (15) days prior to each September 30, then the most recently approved Annual Budget shall be deemed adopted to be used as the Annual Budget for the ensuing fiscal year. e. LNRA and the City agree and covenant with each other that any budget negotiations will be conducted in good faith and with a view toward establishing the lowest possible costs for the provision of service from the System consistent with good operating practices. 4.03 Budget Review and Revision. If LNRA determines at any time during the year that the actual Mary Rhodes Phase II Expenses have varied by more than ten percent (10%) from the approved Annual Budget, LNRA shall promptly notify the City Manager or designee to request revisions to the budget. Budget revisions made during the year shall take into consideration any surplus or deficiency in any fund in the Annual Budget. Budget revisions made during the year shall take effect upon approval by the City Manager or his designee. 12 4.04 Billing. LNRA will render monthly bills for the payments required by Section 4.01 on or before the tenth (10th) day of each month, and such bills shall be due and payable on or before the tenth (10th) day of the succeeding month. Bills shall be deemed paid when payment actually has been received by LNRA or its designee. For any bill not paid on or before the due date, interest shall accrue in accordance with the Texas Prompt Payment Act, Texas Government Code Chapter 2251. LNRA may from time -to -time, by forty-five (45) days written notice, change the monthly date on which it shall render bills and the corresponding due dates. Payment to LNRA shall be made at its offices in Jackson County, Texas. 4.05 Cost of Unanticipated Repair/Replacement The City is responsible to arrange for contracts and funding needed for emergency repairs needed for the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities. 4.06 Obligation of the City. The Parties agree that the City's obligations under this Agreement to make payments to LNRA for service in any fiscal year are a current expense for that fiscal year. 4.07 No Water Sale Agreement. The Parties acknowledge and agree that this Agreement is an agreement for services and does not constitute an agreement regarding the sale or purchase of water. The Parties agree that the Texas Commission on Environmental Quality has no jurisdiction to set rates under this Agreement. The Agreement may be enforced, however, in a court of competent jurisdiction. V. INSURANCE AND INDEMNITY 5.01 Insurance for Mary Rhodes Pipeline Phase II and Facilities. The City shall carry fire and casualty insurance for the Mary Rhodes Pipeline Phase II and Mary Rhodes Phase II 13 Facilities for purposes and in amounts deemed necessary by the City Risk Manager. The City may determine to self -insure in lieu of acquiring insurance coverage. . 5.02 Insurance for Operations. While LNRA provides operations and maintenance services pursuant to this Agreement, LNRA will carry insurance as specified on Exhibit E. VI. TERMINATION; OPTION TO RENEW; GENERAL PROVISIONS 6.01 Term. The term of this Agreement shall be for a period of ten (10) years beginning on the date first appearing above, unless sooner terminated as herein provided. 6.02 Termination. Either LNRA or the City may terminate this Agreement, at any time, with or without cause, by delivering to the other party a written notice stating such desire and specifying the date on which this Agreement is to terminate, which date shall be at least six (6) months from the date of such notice. In addition, this Agreement is subject to termination upon receipt of written notice from the City due to non -appropriation of funds during the City's annual budget process. 6.03 Option to Renew. If, at the expiration of the fixed term of this Agreement as above provided, City is not in default and this Agreement is then in full force and effect, the City shall have the option to renew and extend this Agreement for up to additional ten (10) years on the terms and conditions agreed to by both parties, provided that City delivers written notice to LNRA by registered or certified, prepaid and properly addressed first class United States mail of its intention to do so not less than ninety (90) days prior to the expiration of the original term herein provided. 6.04 Default. If either party defaults in the observance or performance of any of the provisions, agreements or conditions to be observed or performed on its part under this 14 Agreement, the other party may give written notice to the party in default of its intention to terminate this Agreement, specifying the failure or default relied upon. Upon the expiration of forty-five (45) days after the giving of such notice, this Agreement shall terminate, unless, within such forty-five (45) day period, or such longer period as may be specified in such notice or any amendment of or supplement to such notice, the default specified in such notice shall have been fully cured. 6.05 Rights after Termination. Upon termination by either party pursuant to Section 6.02 above, the City shall pay all costs identified in Section 4.01(a) through the date of termination, including any claims or damages arising out of contracts entered into by LNRA in accordance with this Agreement for operation of Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities. This provision shall survive any such termination. Within 30 days of termination by either party pursuant to Section 6.02 above, LNRA shall deliver to the City all operating manuals, maintenance records, permits and other documents relating to the operation of the Mary Rhodes Phase II Pipeline and Mary Rhodes Phase II Facilities. 6.06 Force Majeure. If by reason of force majeure, either party shall be rendered unable, wholly or in part, to carry out its obligations under this Agreement, and if such party gives notice and full particulars of such force majeure, in writing, to the other party within a reasonable time after occurrence of the event or cause relied on, the obligations of the party giving such notice (other than obligations for the payment of money), so far as they are affected by such force majeure, shall be suspended during the continuance of the inability then claimed, including a reasonable time for removal of the effect thereof. The term "force majeure" shall mean acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, orders of any kind of the Government of the United States, or any state, or any agency or political subdivision 15 of the United States or any state, or any other civil or military authority, insurrection, riots, epidemics, landslides, lightening, earthquakes, fire, hurricanes, tornadoes, storms, floods, washouts, droughts, arrests, civil disturbances, explosions, breakage or accidents to machinery, transmission pipes or canals, shortages of labor, materials, supplies or transportation, or any other cause not reasonably within the control of the party claiming such inability. The requirement that any force majeure shall be reasonably beyond the control of the party shall be deemed to be fulfilled even though the existing or impending strike, lockout or other industrial disturbance may not be settled but could have been settled by acceding to the demand of the opposing person or persons. The parties shall use their best efforts to remove the cause of any force majeure. 6.07 Assignment. This Agreement shall be assignable in whole or part by either party with prior written consent of the other party, which consent shall not be unreasonably withheld. 6.08 City Audit. Upon reasonable notice, during normal business hours, the City shall be entitled to inspect and review LNRA records of any costs assessed or incurred under this Agreement. 6.09 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when sent by first-class mail, postage prepaid, addressed if to LNRA: Lavaca-Navidad River Authority PO Box 429 Edna, TX 77957 Attention: General Manager and if to the City: City of Corpus Christi, Texas PO Box 9277 Corpus Christi, TX 78469-9277 16 Attention: City Manager or, in each case, at such other address as may hereafter have been designated most recently in writing by the addressee to the addressor. 6.10 Governing Law, Entire Agreement, Etc. This Agreement (a) may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument; (b) constitutes the entire agreement between LNRA and the City with respect to the subject matter hereof; (c) shall be governed in all respects, including validity, interpretation and effect, by and shall be enforceable in accordance with the laws of the State of Texas; (d) may be modified only by an instrument signed by the duly Authorized Representative of each of the parties, and (e) shall not be construed as a contract for the benefit of a third party other than a permitted successor or assign of a party. In the event that any clause or provisions of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provisions shall not affect any of the remaining provisions hereof. Each party may specifically, but only in writing, waive any breach of this Agreement by the other party, but no such waiver shall be deemed to constitute a waiver of similar or other breaches by such other party. IN WITNESS WHEREOF, LNRA and the City have caused this Agreement to be executed on their behalf by their duly Authorized Representatives, as of the date first set forth above. 17 [SEAL] ATTEST: Vice -President and Director LAVACA-NAVIDAD RIVER AUTHORITY By: President and Director 18 [SEAL] ATTEST: City Secretary APPROVED AS TO FORM: City Attorney CITY OF CORPUS CHRISTI, TEXAS By: City Manager 19 EXHIBIT A Description of Mary Rhodes Phase II Pipeline Approximately 42 miles of 54 -inch diameter raw water transmission pipeline and appurtenances: The 42 miles of pipeline extends from the booster pump station in a westerly direction to the tie- in to the West Delivery System. The 54 -inch transmission pipeline is primarily bar -wrapped concrete cylinder pipe with two sections of horizontally directional drilled steel pipeline and various bored, cased crossings. It also includes pipeline markers, combination air valves, blow- off valves and main line butterfly valves. The pipeline is protected by an impressed current cathodic protection system with associated appurtenances including rectifiers. Description of Mary Rhodes Phase II Facilities 1. Colorado River intake and pump station 2. A two -cell sedimentation basin which is lined with geotextile and soil cement 3. A booster pump station 4. The Colorado River intake and booster pump stations and the sedimentation basin are located on Corpus Christi -owned property adjacent to Bay City, Texas at the intersection of SH 35 and the Colorado River. 5. The intake includes two intake pipelines, supporting piles, wire mesh screens and an air -burst system. 6. Buoys are required adjacent to the intake pipes and screens during low river flow. 7. The river and booster pump stations include three and four pumps respectively with associated motors, Variable Frequency Drives, electrical/mechanical/plumbing systems and valves_ 8. A 6 MG surge tank, approximately 1,300 linear feet of 54 -inch tie-in pipeline and appurtenances and a tie-in vault that ties the 54 -inch tie-in pipeline to the existing 72 -inch Lake Texana intake pipeline. The 6 MG surge tank is a pre -stressed concrete cylinder tank that is mostly buried. The 1,300 linear feet of tie-in pipeline is steel pipeline encased in flowable fill. 10. Communication system: The pipeline is paralleled by a fiber optic communication system used to provide telemetry and other communications needed for operation and maintenance of the Mary Rhodes Pipeline Phase II Pipeline and Facilities. 11. SCADA: A SCADA system is used to remotely operate pumping facilities. 20 EXHIBIT B - Additional Maintenance Tasks LNRA maintenance responsibilities on Mary Rhodes Phase II Pipeline shall include the following. During the first year of operation all equipment and any leaks will be repaired under warranty by the contractor. Pipeline Easement • Provide for line locations on 54" transmission main, fiber optics and Cathodic Protection Rectifiers. Maintain records of all requests for line locations and crossings. • Conduct Cathodic Protection Survey reports and rectifier adjustments as directed by City's third party consultants. • Repair any cathodic protection test stations that may get damaged. • Repair any leaks on pipeline or its appurtenances per manufacture recommendations. • Correct erosion on pipeline easement. • Valve exercise maintenance operations on air release valves or associated appurtenances. • Meet with property owners to address any legitimate concerns related to pipeline easement. • Mow any pipeline easement per agreements and keep easement from becoming overgrown. • Repair any gates that may get damaged and maintain a secured lock system. All locks are the same and no keys given out to anyone without prior City Manager or designee consent. Mary Rhodes Phase II Facilities - Colorado River Pump Station • Maintain a record of all maintenance and make available for review by the COCC at any time. • Exercise valves and equipment on site per manufacturer requirements. • Operate Pump Station. • Maintain all pumping equipment per manufacturer recommendations. • Maintain all building and its appurtenances on site. • Mow grounds and maintain weed control along fencing and onsite. • Pest control quarterly. • Maintain sedimentation basins in accordance with operating protocols. • HVAC system maintenance per manufacturer recommendations. • Conducted annual overhead crane hoist inspections. • Keep river intake clean of debris. • Set river buoy system out as required. • Contact Matagorda County Sheriff's Office and/or coordinate with local law enforcement to respond to intruder alerts. • Conduct annual cleaning of all electrical cabinets at both the river and booster pump stations. • Maintain video surveillance on river system. • Maintain water quality first alert system. • Maintain SCADA system. • Maintain emergency generator system per manufactures recommendations. • Maintain spare parts as provided by City contractor and location log. 21 EXHIBIT C INSURANCE TO BE REQUIRED FROM ANY CONTRACTOR HIRED BY LNRA TO WORK UNDER THIS AGREEMENT I. LNRA CONTRACTOR'S LIABILITY INSURANCE A. LNRA CONTRACTOR must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. LNRA CONTRACTOR must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. LNRA CONTRACTORS must furnish to the City's Risk Manager and Director of Utilities, one (1) copy 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 by endorsement, and a waiver of subrogation by endorsement 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 and On -Going 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 $500,000 Combined Single Limit UMBRELLA/EXCESS LIABILITY $5,000,000 Per Occurrence 22 WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, LNRA CONTRACTOR must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, LNRA CONTRACTOR 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 LNRA CONTRACTOR will be promptly met. An All States Endorsement shall be required if LNRA CONTRACTOR is not domiciled in the State of Texas. B. LNRA CONTRACTOR shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at LNRA CONTRACTOR' S'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. LNRA CONTRACTOR 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 LNRA CONTRACTOR or as requested by the City. LNRA CONTRACTOR 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: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. LNRA CONTRACTOR 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; 23 • 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, LNRA CONTRACTOR shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend LNRA CONTRACTOR'S'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 LNRA CONTRACTOR'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 LNRA CONTRACTOR to stop work hereunder, and/or withhold any payment(s) which become due to LNRA CONTRACTOR hereunder until LNRA CONTRACTORS demonstrate compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which LNRA CONTRACTOR may be held responsible for payments of damages to persons or property resulting from LNRA CONTRACTOR or its subcontractor's performance of the work covered under this contract. H. It is agreed that LNRA CONTRACTOR'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. 2015 Insurance Requirements Utilities LNRA CONTRACTOR'S Liability Insurance Requirements 11/9/2015 ds Risk Management EXHIBIT D INITIAL APPROVED BUDGET FOR TIME PERIOD ENDING SEPTEMBER 30, 2016 ADMINISTRATIVE SERVICES FY 2016 proposed Reserve Fund Administrative fee INSURANCE PROFESSIONAL SERVICES GENERAL OPERATIONS/MAINTENANCE $40,000 $14,500 $30,000 $25,000 Contracts $47,500 Equipment Rental $45,000 Maintenance $55,000 Equipment Repair $10,000 PERSONNEL SERVICES Salaries/Benefits $66,500 COMMUNICATIONS $12,000 Total Initial Operating Budget $345,000 25 EXHIBIT E INSURANCE REQUIREMENTS I. LNRA'S LIABILITY INSURANCE A. LNRA must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. LNRA must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. LNRA must furnish to the City's Risk Manager and Director of Utilities, one (1) copy 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 by endorsement, and a waiver of subrogation by endorsement 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 and On -Going Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $10,000,000 Per Occurrence $10,000,000 Aggregate AUTO LIABILITY (including) 4. Owned 5. Hired and Non -Owned 6. Rented/Leased $500,000 Combined Single Limit WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 26 C. In the event of accidents of any kind related to this contract, LNRA CONTRACTOR must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, LNRA 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 LNRA will be promptly met. An All States Endorsement shall be required if LNRA is not domiciled in the State of Texas. B. LNRA shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at LNRA'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. LNRA 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 LNRA or as requested by the City. LNRA 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: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. LNRA 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; 27 • 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, LNRA shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend LNRA'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 LNRA'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 LNRA to stop work hereunder, and/or withhold any payment(s) which become due to LNRA hereunder until LNRA demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which LNRA may be held responsible for payments of damages to persons or property resulting from LNRA or its subcontractor's performance of the work covered under this contract. H. It is agreed that LNRA'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. AGENDA MEMORANDUM Future Item for the City Council Meeting of 03/29/2016 Action Item for the City Council Meeting 04/12/2016 DATE: February 19, 2016 TO: Ronald L. Olson, City Manager THROUGH: Mark Van Vleck, P.E., ACM for Public Works and Utilities FROM: Dan McGinn. Assistant Director Envronmental and Strategic Initiatives DanielMc@cctexas.com 361-826-9294 Interlocal Agreements under Texas Commission on Environmental Quality Air Quality Planning Grant CAPTION: Resolution authorizing the City Manager or designee to execute an Interlocal Cooperation Agreement with University of North Texas and with Texas A& M University Corpus Christi for air quality research and planning program for Nueces and San Patricio County area in the amount of $191,685.63 each. PURPOSE: The attached Interlocal Agreements provide for activities associated with Grant Agreement 582- 16-60182 between the Texas Commission on Environmental Quality (TCEQ) and the City of Corpus Christi, executed on October 13.2015 and approved by the 84th Texas Legislature for a total funding of $405,243.32 for FY2016 air quality planning. BACKGROUND AND FINDINGS: Since the mid -1990's the City of Corpus Christi has received grant funds with no City match from the TCEQ to administer the grant and oversee activities associated with air quality planning, monitoring and modeling. The TCEQ made an additional $405,243.32 available to the City. The City's Rider 7 Air Quality Planning grant provides for the city to sub -contract near non -attainment assessment and planning with Texas A&M Corpus Christi and the University of North Texas. The interlocal agreements must be executed by the City and Texas A&M University -Corpus Christi and the University of North Texas in order to ensure the activities associated with air quality planning, monitoring and modeling are completed. ALTERNATIVES: 1. Approval of the Resolution as recommended. 2. Decline to accept the grant agreement OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The contract and selection process complies with City Policy. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Engineering Services Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Grant Fiscal Year: 2015-2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 405,243.32 405,243.32 Encumbered / Expended Amount 0.00 This item 383,371.26 383,371.26 BALANCE 21,872.06 Fund(s): Community Enrichment Fund RECOMMENDATION: Approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution — Texas A&M Corpus Christi/University North Texas Interlocal Agreement with Texas A&M Corpus Christ Interlocal Agreement with University of North Texas TCEQ Cooperative Reimbursement Grant Resolution authorizing the City Manager or designee to execute an Interlocal Cooperation Agreement with University of North Texas and with Texas A& M University Corpus Christi for air quality research and planning program for Nueces and San Patricio County area in the amount of $191,685.63 each. Now, therefore be it resolved by the City Council of the City of Corpus Christi, Texas, as follows: Section 1. That the City Manager or his designee is authorized to execute an Interlocal Agreement with University of North Texas for an air quality research and planning program, which includes air quality monitoring and modeling projects, and development of an emissions inventory for the Nueces and San Patricio County area in the amount of $191,685.63 for air quality planning activities. Section 2. That the City Manager, or designee, is authorized to execute an Interlocal Cooperation Agreement with Texas A&M University — Corpus Christi for the Pollution Prevention Partnership and educational outreach program which includes small business assistance and public education on pollution prevention and air quality for the Nueces and San Patricio County area in the amount of $191,685.63 for air quality planning activities. 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 Michael Hunter Chad Magill Colleen McIntyre Lucy Rubio Brian Rosas Mark Scott Carolyn Vaughn INTERLOCAL COOPERATION AGREEMENT BETWEEN TEXAS A & M UNIVERSITY — CORPUS CHRISTI AND THE CITY OF CORPUS CHRISTI WHEREAS, TEXAS A & M UNIVERSITY -- CORPUS CHRISTI ("TAMUCC") and the City of Corpus Christi ("City") are authorized by Chapter 791 of the Texas Government Code to enter into an interlocal cooperation contract; WHEREAS, TAMUCC has been a partner in the City's air quality planning activities for the Costal Bend Region through the TAMUCC's Pollution Prevention Partnership program; WHEREAS, the City desires to continue its partnership with TAMUCC in this effort; WHEREAS, the Corpus Christi Ozone Near Nonattainment Area Research and Planning Activities includes identifying sources of emissions, the development of pollution prevention strategies for reducing emissions, other action plans for improving the Corpus Christi area air quality and maintain compliance with federal ozone standards; WHEREAS, the 84th Texas legislature at Article VI of the General Appropriation Act ("Rider 7") made funds available to the Texas Commission on Environmental Quality ("TCEQ") to conduct air quality planning activities in areas considered to be near non -attainment; WHEREAS, the CITY entered into a State Funded Grant Agreement ("Grant"), Contract No. 582-16-60182 with the Texas Commission on Environmental Quality ("TCEQ") for air quality planning activities in areas considered to be near non -attainment for the ozone standard under the Federal CIean Air Act Amendments of 1990, which activities may include without limitation identifying, inventorying, and monitoring of current pollution levels; modeling future pollution levels and the identification and quantification of potential pollution reduction through voluntary control, and which activities will be consistent with TCEQ monitoring, inventory and modeling approaches and infrastructure, and conduct air quality planning activities in the Costal bend Region; WHEREAS, an element of the City's proposal for the Grant was TAMUCC's proposed "Corpus Christi Ozone Near Nonattainment Area Research and Planning Activities" as a continuation of the City's Regional Air Quality Program; WHEREAS, the grant provides funding for Corpus Christi Ozone Near Nonattainment Area Research and Planning Activities and other types of air quality planning activities and projects that the City, in cooperation with its partners, will complete by December 31, 2017(and possibly later if the Grant is extended based on authority received from the Texas Legislature to carry forward near non -attainment contract related monies Page l of 12 TAMUCC 16-17 Contract from the 2015-2016 biennium into the 2016-2017 biennium) detailed in a Work Plan approved by the TCEQ as Attachment B to TCEQ Contract No. 582-16-60182 (copy available upon request); and WHEREAS, the technical support contemplated by this agreement is of mutual interests and benefit to TAMUCC and City; it will further the status the instructional and research objectives of TAMUCC, in a manner consistent with its status as an agency of the State of Texas; and it will help the city accomplish objectives of its "OZONE Advance Intergovernmental Agreement" with the United States Environmental Protection Agency ("EPA") and TCEQ; NOW, THEREFORE, the parties hereto agree as follows: 1. GRANT SUBCONTRACT. Both the City and TAMUCC acknowledge that this agreement is a subcontract to the City's Grant from TCEQ (TCEQ Contract Number 582-16-60182 ), and that the terms and conditions of the Grant control the administration and execution of this contract. a. The TCEQ Grant No. 582-16-60182 is incorporated into this agreement by reference and is available upon request. b. In the event any provision of this agreement of this agreement conflicts with terms of the Grant, the terms of the Grant control the administration an execution of this agreement. c. TAMUCC agrees to comply with all requirements imposed by TCEQ that are applicable to subcontractors. d. TAMUCC agrees to conduct all of its activities in compliance with the terms of the Grant, and not to take any action that would cause or contribute to the City to defaulting upon the terms of the Grant. e. TAMUCC shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services and other work furnished by TAMUCC under this agreement. TAMUCC must perform the work in conformity with the standards and guidance documents provided by the TCEQ. The City and TCEQ may withhold reimbursement for costs of non -conforming work. 2. STATEMENT OF WORK. TAMUCC agrees to use its best efforts to execute the Work Plan document that describes down to the task level (Task 3) the projects in support of the State Implementation Plan (SIP) development process and other types of air quality planning activities and projects that the City, in cooperation with its partners, will complete by December 31, 2017, as described in the Rider 7 Funding Request Work Plan for a Corpus Christi Pollution Prevention Partnership and Educational Outreach Program, Attachment B to TCEQ Contract No. 582-16- 60182 . Page 2 of 12 TAMUCC 16-17 Contract 3. PRINCIPAL INVESTIGATORS. The program will be supervised by Mr. Trent Thigpen and Mr. Joseph Miller, of the Department of University Outreach. If, for any reason, either is unable to continue to serve as Principal Investigator, and a successor acceptable to both TAMUCC and the City is not available, the agreement shall be terminated as provided in paragraph 7. 4. PERIOD OF PREFORMANCE. The program shall be conducted from the execution date of the contract through December 31, 2017. 5. PRICE AND PAYMENT. As compensation for the performance of the agreement, the City agrees to reimburse TAMUCC up to One Hundred Ninety One Thousand Six Hundred Eighty- five dollars and 83 cents ($191,685.83) for expenses authorized under the Grant. a. This agreement is funded exclusively from funds made available to the City by the Grant. The City's obligation is limited by the provisions of the Grant. The City is not liable to make payment to TAMUCC, if funding is not available from TCEQ through the Grant. Payments may not exceed One Hundred Ninety One Thousand Six Hundred Eighty-five dollars and 83 cents ($191,685.83) from the execution of this Agreement to December 31, 2017. b. All contractual expenditures reimbursed with funds provided under this agreement shall meet all procurement laws and regulations applicable to TAMUCC and the UGMA and the UGMS. Note that competitive bidding will generally be required for contracts with entities other than local governments and state and federal agencies. Note also that the Common Rule of OMB Circular A-102, as adopted in the UGMS, precludes the use of the cost plus a percentage of cost of contracting. c. TAMUCC shall forward any proposed subagreement providing for the performance of services under this agreement to the City prior to execution of the subagreement. Neither the City's nor TCEQ's failure to question a subagreement nor its subsequent withdrawal of any questions raised regarding subagreement shall in any way imply the City's or TCEQ's approval of the subagreement' s purpose or method of procurement of the subagreement. Further , the terms of this provision do not in any way restrict the City's and TCEQ'S rights under this agreement or the Grant to subsequently refuse reimbursement for expenses incurred pursuant of the subagreement. TAMUCC may require a bid bind to protect the local and state interests by assuring that the bidder will, upon acceptance, execute all required contractual documents within the time period specified. d. Invoices for compensation shall be submitted to the following address: City of Corpus Christi Attn: Sharon Bailey Lewis P.O. Box 9277 Corpus Christi, TX. 78469-9277 Page 3 of 12 TAMUCC 16-17 Contract Page 4 of 12 TAMUCC 16-17 Contract 6. DELIVERABLES. The deliverables required under this agreement are specified in the Work Plan (Attachment B to TCEQ Contract No. 582-16-60182 ). 7. TERMINATION. Performance under this agreement may be terminated by the City upon sixty days of written notice. Performance may be terminated by TAMUCC, if circumstances beyond its control preclude continuation of the Program. Upon termination, TAMUCC will be reimbursed as specified in paragraph 5 of all costs and non -cancelable commitments incurred in the performance of the program, that are reimbursable under the Grant. However, reimbursement may not exceed the total estimated cost specified in paragraph 5. 8. INTELLECTUAL PROPERTY. a. Royalties and patent fees. TAMUCC shall pay all license fees, royalties and assume all costs incident to the use or possession in performance of the Work or incorporation in Work of any Intellectual Property. b. Disclosure of Intellectual Property Produced during the Work. TAMUCC shall promptly notify the City and TCEQ of all Intellectual Property that TAMUCC or TAMUCC's employees, subcontractors, or subcontractor's employees may produce, either solely or jointly with others, during the course of Work. In addition, TAMUCC shall promptly notify the City and TCEQ of all intellectual property which TAMUCC may acquire in connection with the performance of the work. Any notification under this paragraph shall contain sufficient technical detail to convey a clear understanding of the intellectual property, and shall identify any publication, sale, public use, or impending publication. Promptly upon request TAMUCC shall supply additional information as the City and TCEQ may request. c. Failure to Protect Intellectual Property. If TAMUCC fails to protect any intellectual property right in the in the intellectual property produced in the course of performing the work, the City and TCEQ shall have full authority to protect, assume and retain all intellectual property rights in any and all intellectual property. d. Non -Interference with Intellectual Property Rights of City and TCEQ. TAMUCC agrees that UNT/TAMUK, its agents and its employees shall not in any manner use, sell, distribute, disclose or otherwise communicate any portion of intellectual property owned by or licensed to the City of TCEQ, except in the course of performing the work, unless TAMUCC has independent intellectual property rights to the intellectual property. e. Grant license. With respect to any intellectual property as is (i) incorporated in the work (other than intellectual property for which the City and TCEQ already possess equal or greater intellectual property right by virtue of this agreement or otherwise) or (ii) produced by TAMUCC or TAMUCC's employees, subcontractors, or subcontractor's employees during the course of Page 5 of 12 TAMUCC 16-17 Contract performing the work TAMUCC hereby grants to the city and TCEQ (i) a nonexclusive, perpetual, irrevocable, enterprise -wide license to reproduce, publish, or otherwise use the intellectual property and associated use documentation, and (ii) a nonexclusive, perpetual, irrevocable, enterprise -wide license to authorize others to reproduce, publish, or otherwise use Intellectual Property for the City's and TCEQ's purposes. f. Modification; Derivative Works. The City and TCEQ shall have the right at their own discretion, to independently modify any intellectual property to which license is granted for the City and TCEQ's own purposes and use, through the services of its own employees or independent contractors. The City and TCEQ shall own all intellectual property right to the modifications. TAMUCC shall not incorporate any modifications into its intellectual property for distribution to third parties unless it first obtains a license from the City and TCEQ. g. Compliance with Applicable Laws and Regulations. TAMUCC shall comply with all laws and regulations relating to intellectual property. h. Warranties Relating to Intellectual Property Rights. TAMUCC represents and warrants to the City and TCEQ that TAMUCC will not infringe any intellectual property right of any third party. TAMUCC further represents and warrants to the City and TCEQ that in the course of performing the work it will not use or possess any intellectual property owned by a third party without paying any required royalty or patent fees. TAMUCC warrants that it has full title in and ownership of intellectual property and any enhancements, updates or other modifications, or that it has full power and authority to grant all license granted in this agreement, and that the license use by City and TCEQ will in no way constitute an infringement or other violation of any intellectual property right of any third party. The TAMUCC warrants that it shall have, throughout any applicable license term under this agreement, free and clear title to, or the right to possess, use, sell, transfer, assign, license, or sublicense products that are licensed or provided to the City and TCEQ by TAMUCC. Except as permitted in this agreement and the Grant, TAMUCC shall not create or permit the creation of any lien, encumbrance, or security interest in the work or any part thereof, or any product licensed or provided to the City and TCEQ for which title has not yet passed to the City and TCEQ, without prior written consent of the City and TCEQ. TAMUCC represents and warrants to the City and TCEQ, that neither it nor any other company or individual preforming work is under any obligation to assign or give to any third party any intellectual property rights granted or assigned to the City and TCEQ, or reserved by the City and TCEQ, under this agreement and the Grant. 9. RELEASE OF INFORMATION. TAMUCC shall acknowledge the City and TCEQ, the TAMUCC investigator, the nature of the program, and the dollar value of the agreement in TAMUCC records and reports. Any reports and other documents completed as part of this agreement, other than documents prepared exclusively for Page 6 of 12 TAMUCC 16-17 Contract internal organizational use by TAMUCC, shall carry the following notation on the front cover or title page: "PREPARED IN COOPERATION WITH TEXAS COMMISSION IN ENVIRONMENTAL QUALITY ANS THE CITY OF CORPUS CHRISTI" 10. TITLE TO EQUIPMENT. Subject to the obligations and conditions set forth in this agreement and the Grant, title to all equipment acquired under this agreement shall vest, upon acquisition or construction, in TAMUCC. a. TAMUCC agrees to conduct physical property inventories, to maintain property records and necessary control procedures, and to provide adequate maintenance with respect to all equipment acquired under this agreement. b. TAMUCC may develop and use its own property management system which must conform to all applicable State and local laws, rules, and regulations. If an adequate system for accounting for personal property owned by TAMUCC or its subcontractors in not in place or currently in use, TAMUCC shall contact the State of Texas Comptroller of Public Accounts and request the State Property Accounting User's Guide (#96-418) and the State Property Class Code List. TAMUCC agrees to use these as guides for establishing a property management system c. Property records must be maintained that include a description of the property, a serial number or other identification number, the source of property, who holds title, the acquisition date, and the cost of the property, percentage of federal participation in the cost of property, the location, use and condition of the property, and any ultimate disposition data including the date of disposal and sale price of the property. d. A physical inventory of all equipment acquired or replaced with funds provided under this agreement having an initial purchase price of One Thousand Dollars ($1,000) or more, shall be conducted no less frequently than once every two years and the results of the inventories reconciles with the appropriate property records. Property control procedures utilized by TAMUCC shall include adequate safeguards to prevent loss, damage, or theft of acquired property. Any loss, damage or theft shall be investigated. TAMUCC agrees to develop and carry out a program of property maintenance as necessary to keep both originally acquired and any replaced property in good condition, and to utilize proper sales procedures to ensure the highest possible return, in the event the equipment is sold. e. Use of Equipment Acquired with Funds Provided Under this Agreement. (1.) Equipment shall be used by TAMUCC or subgrantee in the program or project for which it was acquired as long as needed, whether or not the project program continues to be supported by state funds. When no Page 7 of 12 TAMUCC 16-17 Contract longer needed for the original program or project, the equipment may be used in other activities currently or previously supported by a federal or state agency. (2) TAMUCC or subgrantee shall also make equipment available for use on other projects or programs currently or previously supported by the federal or state government, providing the use will not interfere with the Work on the projects or program for which it was originally acquired. First preference for other use shall be given to other programs or projects supported by the awarding agency. (3) When acquiring replacement equipment, TAMUCC or subgrantee may use the equipment to be replaced as a trade-in or sell the property and use the proceeds to offset the cost of the replacement property, subject to the approval of the awarding agency. f. Disposition of Equipment Acquired with Funds Provided Under this Agreement. When the original or replacement equipment is no longer needed for the original project or program or for other activities currently or previously supported by a federal or state agency, disposition of the equipment may be made as a follows: (I) Equipment with a current per-unit fair market value of less than $1,000 may be retained, sold or otherwise disposed of with no further obligation to the TCEQ. Methods used to determine per- unit fair market value must be documented, kept on the file and made available to the TCEQ upon request. (2) Equipment with a current per-unit fair market value of $1,000 or more must be disposed of as follows: (A) Prior to the termination date of this Agreement, TAMUCC and subgrantees must notify the TCEQ. TCEQ may require TAMUCC or subgrantees to transfer title and possession to the equipment to the TCEQ or a third party named by the TCEQ or may alternatively authorize disposition by sale, transfer or in another manner. (B) If, within six years of the initiation date of the Agreement, equipment is sold or transferred, TAMUCC must remit to TCEQ a share of the proceeds from the sale, provided the fair market, per-unit value of the property at the time of the sale is in excess of one thousand dollars ($1,000). The TCEQ's share of the sale proceeds shall be the same percentage as was the funding provided under this Agreement that enabled the original purchase in question. 11. NOTICES. All notices to the parties under this Agreement shall be in writing and sent to the names and address stated below. Either party to the Agreement may change the Page 8of12 TAMUCC 16-17 Contract name and address by notice to the other in accordance herewith, and any change shall take effect immediately upon receipt of the notice. TAMUCC City Texas A&M University - Corpus Christi 6300 Ocean Drive, NRC #2200 Corpus Christi, TX 78412 Attn: Trent Thigpen Telephone: (361) 825-3070 Fax: (361) 825-2384 City of Corpus Christi Attn: Sharon Bailey Lewis P. O. Box 9277 Corpus Christi, TX 78469 Telephone: (361) 826-4066 Fax: (361) 826-3200 12. Export Administration. a. It is understood that TAMUCC is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities, and that its obligations under this agreement are contingent upon compliance with applicable United States export laws and regulations. Furthermore, it is understood that the transfer of certain technical data and commodities may require a license from one or more agencies of the United States Government. b. Both TAMUCC and City hereby agree and warrant that the program and development contemplated under this agreement, and any exchange of technical data, computer software or other commodities resulting from this agreement, shall be conducted in full compliance with the export control laws of the United States., 13. LIABILITY. IT IS UNDERSTOOD THAT THE CITY SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST TAMUCC, ITS EMPLOYEES, OR THIRD PERSONS, OTHER THAN CITY'S EMPLOYEES, FOR DAMAGE RESULTING FROM OR ARISING OUT OF THE ACTIVITIES OF TAMUCC PERSONNEL UNDER THIS AGREEMENT, AND TAMUCC AGREES, TO THE EXTENT PERMITTED BY SECTION 49, ARTICLE III OF THE CONSTITUTION OF THE STATE OF TEXAS, TO HOLD CITY HARMLESS FROM ANY AND ALL CLAIMS. IT IS ALSO UNDERSTOOD THAT TAMUCC SHALL NOT BE HELD LIABLE FOR ANY CLAIMS AGAINST CITY'S EMPLOYEES, OF DAMAGE RESULTING FROM OR ARISING OUT OF ACTIVITIES OF THE CITY, ITS EMPLOYEES, OR THIRD PERSONS, OTHER THAN TAMUCC EMPLOYEES, AND Page 9 of 12 TAMUCC 16-17 Contract CITY AGREES, TO THE EXTENT PERMITTED BY SECTION 49, ARTICLE III OF THE CONSTITUTION OF THE STATE OF TEXAS, TO HOLD TAMUCC HARMLESS FROM ANY AND ALL CLAIMS. 14. INDEPENDENT CONTRACTOR. For the purposes of the agreement and all services to be provided under this agreement, the parties shall be, and shall be deemed to be, independent contractors and not agents or employees of the other party. Neither party shall have authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the other party, except as may be explicitly provided for in this agreement or authorized in writing. 15. AMENDMENTS AUTHORIZED. a. The representatives who were authorized to sign this agreement are authorized to execute minor amendments to this agreement, such as changes in deadlines and minor changes in the scope of work. b. Any amendments to this agreement resulting from amendments to the Grant that increases the scope of work under this agreement due to TCEQ's award of additional funding to the City as a result of the work plan prepared by TAMUCC under this agreement must be authorized by the City Council and the funds appropriated before an amendment to this agreement is executed. c. Any amendments to this agreement increasing or decreasing the amount the City is obligated to pay TAMUCC by more than $25,000 must be authorized by the City Council before an amendment to this agreement is executed. 16. SEVERABILITY. If any of the provisions of the agreement in the application thereof to any person or circumstance, is rendered or declared illegal for any reason, or shall be invalid or unenforceable, the remainder of the agreement and the application of the provisions to other persons or circumstances shall not be affected thereby, but shall be enforced to the greatest extent by applicable law. The City and TAMUCC agree that this agreement shall be reformed to replace the stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. Page 10 of 12 TAMUCC 16-17 Contract 17. DISPUTE RESOLUTION PROCESS. a. To the extent applicable, the dispute resolution procedures provided in Chapter 2260 of the Texas Government Code will be used to resolve contract claims under this contract. b. If the Chapter 2260 procedures are utilized both parties agree the TCEQ may intervene in the proceedings as an interested party. c. The Director of Purchasing, TAMUCC, is designated as the officer designated under §2260.052, Texas Government Code, to examine claims and counterclaims, negotiate, and resolve any claims on behalf of TAMUCC. 18. VENUE. TAMUCC acknowledges and agrees that because this agreement has been executed, and will be administered in Nueces County, Texas, the agreement is to be performed in Nueces County. TAMUCC acknowledges and agrees that any permissible cause of action involving this agreement will arise solely in Nueces County. If a legal action relating to this claim is permissible and there are two (2) or more counties or proper venue under the rules of mandatory, general, or permissive venue and one of the counties is Nueces County, TAMUCC agrees to venue in Nueces County. This provision does not waive the City's sovereign immunity. 19. MISCELLANEOUS. This agreement constitutes the entire agreement between the parties relative to the subject matter, and may only be modified or amended by a written agreement signed by both parties. It shall be construed in accordance with the laws of the State of Texas. 20. AUTHORIZATION OF GOVERNING BODIES. The individuals executing this agreement certify that this interlocal agreement has been authorized by the Governing Body for their, as required by Section 791, Texas Government Code. IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their authorized representative. Page 11 of 12 TAMUCC 16-17 Contract TEXAS A & M UNIVERSITY — CORPUS CHRISTI By: Dr. ifuente. � V' a President of/e ivision of Research, ommercialization and Outreach Date: /- l5 r1,6 CITY OF CORPUS CHRISTI By: Ron Olson City Manager Date: ATTEST Rebecca Huerta City Secretary Page 12 of 11 TAM UCC 16-17 Contract INTERLOCAL COOPERATION AGREEMENT BETWEEN UNIVERSITY OF NORTH TEXAS AND THE CITY OF CORPUS CHRISTI WHEREAS, University of North Texas ("UNT") and the City of Corpus Christi ("City") are authorized by Chapter 791 of the Texas Government Code to enter into an interlocal cooperation contact; WHEREAS, UNT has been a partner in the City's air quality assessment and planning activities for the Coastal Bend Region; WHEREAS, the City desires to continue its partnership with UNT in this effort; WHEREAS, the air quality assessment and planning activities include identifying, inventorying, and monitoring of current pollution levels; modeling future pollution levels and the identification and quantification of potential pollution reduction through voluntary control, and other action plans for improving the Corpus Christi area air quality and maintain compliance with federal ozone standards; WHEREAS, the 84th Texas legislature in Article VI of the General Appropriation Act ("Rider 7") made funds available to the Texas Commission on Environmental Quality ("TCEQ") to conduct air quality planning activities in areas considered to be near non -attainment; WHEREAS, the CITY entered into a State Funded Grant Agreement ("Grant"), Contract No. 582-16-60182 with the Texas Commission on Environmental Quality ("TCEQ") for air quality planning activities in areas considered to be near non -attainment for the ozone standard under the Federal Clean Air Act Amendments of 1990, which activities may include without limitation identifying, inventorying, and monitoring of current pollution levels; modeling future pollution levels and the identification and quantification of potential pollution reduction through voluntary control, and which activities will be consistent with TCEQ monitoring, inventory and modeling approaches and infrastructure, and conduct air quality planning activities in the Costal bend Region; WHEREAS, an element of the City's proposal for the Grant was UNT's proposed "Corpus Christi Air Quality Monitoring Activities" as a continuation of the City's Regional Air Quality Program; WHEREAS, the grant provides funding for Corpus Christi Air Quality Monitoring Activities and other types of air quality planning activities and projects that the City, in cooperation with its partners, will complete by December 31, 2017 (and possibly later if the Grant is extended based on authority received from the Texas Legislature to carry forward near non -attainment contract related monies Page l of 10 UNT 16-17 Contract from the 2014-2015 biennium into the 2016-2017 biennium) detailed in a Work Plan approved by the Rider 7 Proposed Grant Activities to TCEQ Contract No. 582-16-60182(copy attached); and WHEREAS, the technical support contemplated by this agreement is of mutual interests and benefit to UNT and City; it will further the instructional and research objectives of UNT, in a manner consistent with its status as an agency of the State of Texas; and it will help the city accomplish objectives of its "OZONE Advance Intergovernmental Agreement" with the United States Environmental Protection Agency ("EPA") and TCEQ; NOW, THEREFORE, the parties hereto agree as follows: 1. GRANT SUBCONTRACT. Both the City and UNT acknowledge that this agreement is a subcontract to the City's Grant from TCEQ (TCEQ Contract Number 582-16-60182), and that the terms and conditions of the Grant control the administration and execution of this contract. a. The TCEQ Grant No. 582-16-60182 is incorporated into this agreement by reference and is available upon request. b. In the event any provision of this agreement of this agreement conflicts with terms of the Grant, the terms of the Grant control the administration an execution of this agreement. c. UNT agrees to comply with all requirements imposed by TCEQ that are applicable to subcontractors. d. UNT agrees to conduct all of its activities in compliance with the terms of the Grant, and not to take any action that would cause or contribute to the City to defaulting upon the terms of the Grant. e. UNT shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services and other work furnished by UNT under this agreement. UNT must perform the work in conformity with the standards and guidance documents provided by the TCEQ. The City and TCEQ may withhold reimbursement for costs of non -conforming work. 2. STATEMENT OF WORK. UNT agrees to use its best efforts to execute the Work Plan document that describes down to the task level (Tasks 1 through 3) the projects in support of the State Implementation Plan (SIP) development process and other types of air quality planning activities and projects that the City, in cooperation with its partners, will complete by December 31, 2017, as described in the Rider 7 Proposed Grant Activities to TCEQ Contract No. 582-16- 60182,.. Page 2 of 10 IJNT 16-17 Contract 3. PRINCIPAL INVESTIGATORS. The program will be supervised by Dr. Kuruvilla John of the College of Engineering. If, for any reason, he is unable to continue to serve as Principal Investigator, and a successor acceptable to both UNT and the City is not available, the agreement shall be terminated as provided in paragraph 7. 4. PERIOD OF PREFORMANCE. The program shall be conducted from the execution date of the contract through December 31, 2017. 5. PRICE AND PAYMENT. As compensation for the performance of the agreement, the City agrees to reimburse UNT up to One Hundred Ninety One Thousand Six Hundred Eighty-five dollars and 83 cents ($191,685.83) for expenses authorized under the Grant. a. This agreement is funded exclusively from funds made available to the City by the Grant. The City's obligation is limited by the provisions of the Grant. The City is not liable to make payment to UNT, if funding is not available from TCEQ through the Grant. Payments may not exceed One Hundred Ninety One Thousand Six Hundred Eighty-five dollars and 83 cents ($191,685.83) from the execution of this Agreement to December 31, 2017. b. All contractual expenditures reimbursed with funds provided under this agreement shall meet all procurement laws and regulations applicable to UNT and the UGMA and the UGMS. Note that competitive bidding will generally be required for contracts with entities other than local governments and state and federal agencies. Note also that the Common Rule of OMB Circular A-102, as adopted in the UGMS, precludes the use of the cost plus a percentage of cost of contracting. c. UNT shall forward any proposed subagreement providing for the performance of services under this agreement to the City prior to execution of the subagreement. Neither the City's or TCEQ's failure to question a subagreement nor its subsequent withdrawal of any questions raised regarding subagreement shall in any way imply the City of TCEQ's approval of the subagreement' s purpose or method of procurement of the subagreement. Further, the terms of this provision do not in any way restrict the City's and TCEQ'S rights under this agreement or the Grant to subsequently refuse reimbursement for expenses incurred pursuant of the subagreement. UNT may require a bid bond to protect the local and state interests by assuring that the bidder will, upon acceptance, execute all required contractual documents within the time period specified. d. Invoices for compensation shall be submitted to the following address: City of Corpus Christi Attn: Sharon Bailey Lewis P.O. Box 9277 Corpus Christi, TX. 78469-9277 Page 3 of 10 UNT 16-17 Contract e. The City agrees to reimburse UNT for the costs billed within thirty (30) days of receipt of invoice. All payment shall be sent to: Office of Grants and Contracts Administration University of North Texas 1155 Union Circle #305250 Denton, Texas 76203-5017 6. DELIVERABLES. The deliverables required under this agreement are specified in the Rider 7 Proposed Grant Activities to TCEQ Contract No. 582-16-60182. 7. TERMINATION. Performance under this agreement may be terminated by the City upon sixty days of written notice. Performance may be terminated by UNT, if circumstances beyond its control preclude continuation of Program. Upon termination, UNT will be reimbursed as specified in paragraph 5 of all costs and non -cancelable commitments incurred in the performance of the program , that are reimbursable under the Grant. However reimbursement may not exceed the total estimated cost specified in paragraph 5. 8. INTELLECTUAL PROPERTY. a. Royalties and patent fees. UNT shall not knowingly utilize any third party materials that would require City and/or TCEQ to pay any licensing fees to use, modify or repeat the Work. b. Disclosure of Intellectual Property Produced during the Work. UNT shall promptly notify the City and TCEQ of all Intellectual Property that UNT or UNT's employees, subcontractors, or subcontractor's employees may produce, either solely or jointly with others, during the course of Work. In addition, UNT shall promptly notify the City and TCEQ of all intellectual property which UNT may acquire in connection with the performance of the Work. Any notification under this paragraph shall contain sufficient technical detail to convey a clear understanding of the intellectual property, and shall identify any publication, sale, public use, or impending publication. c. Failure to Protect Intellectual Property. UNT shall not produce any intellectual property in performance of this Work except for the data and presentation of data as defined in the Work. If City and/or TCEQ provides a written request for UNT to protect such Work with copyright registration, UNT shall file such protection if it determines such registration is needed. If UNT fails to protect such copyrightable materials produced in the course of performing the Work, the City and/or TCEQ shall have full authority to protect, assume and retain all intellectual property rights in such works, and hereby provides UNT an unrestricted, royalty -free, non-exclusive right to use, perform, create copies and derivative works, and distribute same of such materials for any use. d. Non -Interference with Intellectual Property Rights of City and TCEQ. UNT agrees that UNT, its agents and its employees shall not in any manner use, sell, distribute, disclose or otherwise communicate any portion of intellectual property owned by or licensed to the Page 4 of 10 UNT 16-17 Contract City of TCEQ, except in the course of performing the work, unless UNT has independent intellectual property rights to the intellectual property. e. Grant license. With respect to any intellectual property as is (i) incorporated in the Work (other than intellectual property for which the City and TCEQ already possess equal or greater intellectual property right by virtue of this agreement or otherwise) or (ii) produced by UNT or UNT's employees, subcontractors, or subcontractor's employees during the course of performing the Work UNT hereby grants to the city and TCEQ (i) a nonexclusive, perpetual, irrevocable, enterprise -wide license to reproduce, publish, or otherwise use the intellectual property and associated use documentation, and (ii) a nonexclusive, perpetual, irrevocable, enterprise -wide license to authorize others to reproduce, publish, or otherwise use Intellectual Property for the City's and TCEQ's purposes. f. Modification; Derivative Works. The City and TCEQ shall have the right at their own discretion, to independently modify any intellectual property to which license is granted for the City and TCEQ's own purposes and use, through the services of its own employees or independent contractors. The City and TCEQ shall own all intellectual property right to the modifications. UNT shall not incorporate any modifications into its intellectual property for distribution to third parties unless it first obtains a license from the City and TCEQ. UNT shall be provided such modifications and the City and TCEQ hereby grants UNT the same rights to use and modify these modifications as UNT granted to the City and TCEQ in Article 8.e. Grant License herein. g. Compliance with Applicable Laws and Regulations. UNT shall comply with all laws and regulations relating to intellectual property. h. Representations Relating to Intellectual Property Rights. UNT represents to the City and TCEQ that UNT will not knowlingly infringe any intellectual property right of any third party. UNT further represents to the City and TCEQ that in the course of performing the work it will not knowingly use or possess any intellectual property owned by a third party without paying any required royalty or patent fees. UNT represents that it has full title in and ownership of intellectual property and any enhancements, updates or other modifications, or that it has full power and authority to grant all license granted in this agreement, and that the license use by City and TCEQ will not knowingly constitute an infringement or other violation of any intellectual property right of any third party. UNT represents that it shall have, throughout any applicable license term under this agreement, free and clear title to, or the right to possess, use sell, transfer, assign, license, or sublicense products that are licensed or provided to the City and TCEQ by UNT. Except as permitted in this agreement and the Grant, UNT shall not knowingly create or permit the creation of any lien, encumbrance, or security interest in the Work or any part thereof, or any product licensed or provided to the City and TCEQ for which title has not yet passed to the City and TCEQ, without prior written consent of the City and TCEQ. UNT represents to the City and TCEQ, that neither it nor any other company or individual preforming work is under any obligation to assign or give to any third party any Page 5 of 10 UNT 16-17 Contract intellectual property rights granted or assigned to the City and TCEQ, or reserved by the City and TCEQ, under this agreement and the Grant. 9. RELEASE OF INFORMATION. UNT shall acknowledge the City and TCEQ, the UNT investigator, the nature of the program, and the dollar value of the agreement in UNT records and reports. Any reports and other documents completed as part of this agreement, other than documents prepared exclusively for internal organizational use by UNT, shall carry the following notation on the front cover or title page: "PREPARED IN COOPERATION WITH TEXAS COMMISSION ON ENVIRONMENTAL QUALITY AND THE CITY OF CORPUS CHRISTI" 10. TITLE TO EQUIPMENT. Subject to the obligations and conditions set forth in this agreement and the Grant, title to all equipment acquired under this agreement shall vest, upon acquisition or construction, in UNT. a. UNT agrees to conduct physical property inventories, to maintain property records and necessary control procedures, and to provide adequate maintenance with respect to all equipment acquired under this agreement. b. UNT may develop and use its own property management system which must conform to all applicable State and local laws, rules, and regulations. If an adequate system for accounting for personal property owned by UNT or its subcontractors in not in place or currently in use, UNT shall contact the State of Texas Comptroller of Public Accounts and request the State Property Accounting User's Guide (#96-418) and the State Property Class Code List. UNT agrees to use these as guides for establishing a property management system c. Property records must be maintained that include a description of the property, a serial number or other identification number, the source of property, who holds title, the acquisition date, and the cost of the property, percentage of federal participation in the cost of property, the location, use and condition of the property, and any ultimate disposition data including the date of disposal and sale price of the property. d. A physical inventory of all equipment acquired or replaced with funds provided under this agreement having an initial purchase price of One Thousand Dollars ($1,000) or more, shall be conducted no less frequently than once every two years and the results of the inventories reconciled with the appropriate property records. Property control procedures utilized by UNT shall include adequate safeguards to prevent loss, damage, or theft of acquired property. Any loss, damage or theft shall be investigated. UNT agrees to develop and carry out a program of property maintenance as necessary to keep both originally acquired and any replaced property in good condition, and to utilize proper sales procedures to ensure the highest possible return, in the event the equipment is sold. e. Use of Equipment Acquired with Funds Provided Under this Agreement. Page 6 of 10 UNT 16-17 Contract (1) Equipment shall be used by UNT or subgrantee in the program or project for which it was acquired as long as needed, whether or not the project program continues to be supported by state funds. When no longer needed for the original program or project, the equipment may be used in other activities currently or previously supported by a federal or state agency. (2) UNT or subgrantee shall also make equipment available for use on other projects or programs currently or previously supported by the federal or state government, providing the use will not interfere with the Work on the projects or program for which it was originally acquired. First preference for other use shall be given to other programs or projects supported by the awarding agency. (3) When acquiring replacement equipment, UNT or subgrantee may use the equipment to be replaced as a trade-in or sell the property and use the proceeds to offset the cost of the replacement property, subject to the approval of the awarding agency. f. Disposition of Equipment Acquired with Funds Provided Under this Agreement. When the original or replacement equipment is no longer needed for the original project or program or for other activities currently or previously supported by a federal or state agency, disposition of the equipment may be made as a follows: (1) Equipment with a current per-unit fair market value of less than $1,000 may be retained, sold or otherwise disposed of with no further obligation to the TCEQ. Methods used to determine per-unit fair market value must be documented, kept on the file and made available to the TCEQ upon request. (2) Equipment with a current per-unit fair market value of $1,000 or mare must be disposed of as follows: (A) Prior to the termination date of this Agreement, UNT and subgrantees must notify the TCEQ. TCEQ may require UNT or subgrantees to transfer title and possession to the equipment to the TCEQ or a third party named by the TCEQ or may alternatively authorize disposition by sale, transfer or in another manner. (B) If, within six years of the initiation date of the Agreement, equipment is sold or transferred, UNT must remit to TCEQ a share of the proceeds from the sale, provided the fair market, per-unit value of the property at the time of the sale is in excess of one thousand dollars ($1,000). The TCEQ's share of the sale proceeds shall be the same percentage as was the funding provided under this Agreement that enabled the original purchase in question. 11. NOTICES. All notices to the parties under this Agreement shall be in writing and sent to the names and address stated. Either party to the Agreement may change such name and address by notice to the other in accordance herewith, and any change shall take effect immediately upon receipt of the notice. Page 7 of 10 UNT 16-17 Contract UNT: City: University of North Texas Office of Grants and Contracts Administration Attention: Julie Satagaj 1155 Union Circle #305250 Denton, TX 76203-5017 Telephone: 940-369-5913 Fax: 940-565-4277 City of Corpus Christi Attn: Sharon Bailey Lewis F.O. Box 9277 Corpus Christi, TX. 78469-9277 Telephone: (361) 826-4066 Fax: (361) 880-3501 12. Export Administration. a. It is understood that UNT is subject to United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities, and that its obligations under this agreement are contingent upon compliance with applicable United States export laws and regulations. Furthermore, it is understood that the transfer of certain technical data and commodities may require a license from one or more agencies of the United States Govemment. b. Both UNT and City hereby agree and warrant that the program and development contemplated under this agreement, and any exchange of technical data, computer software or other commodities resulting from this agreement, shall be conducted in full compliance with the export control laws of the United States. 13. LIABILITY. IT IS UNDERSTOOD THAT THE CITY SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST UNT, ITS EMPLOYEES, OR THIRD PERSONS, OTHER THAN CITY'S EMPLOYEES, FOR DAMAGE RESULTING FROM OR ARISING OUT OF THE ACTIVITIES OF UNT PERSONNEL UNDER THIS AGREEMENT, AND UNT AGREES, TO THE EXTENT PERMITTED BY SECTION 49, ARTICLE III OF THE CONSTITUTION OF THE STATE OF TEXAS, TO HOLD CITY HARMLESS FROM ANY AND ALL CLAIMS. IT IS ALSO UNDERSTOOD THAT UNT SHALL NOT BE HELD LIABLE FOR ANY CLAIMS AGAINST CITY'S EMPLOYEES, OF DAMAGE RESULTING FROM OR ARISING OUT OF ACTIVITIES OF THE CITY, ITS EMPLOYEES, OR THIRD PERSONS, OTHER THAN UNT EMPLOYEES, AND CITY AGREES, TO THE EXTENT PERMITTED BY SECTION 49, ARTICLE III OF THE CONSTITUTION OF THE STATE OF TEXAS, TO HOLD UNT HARMLESS FROM ANY AND ALL CLAIMS. Page 8 of 10 UNT 16-17 Contract 14. INDEPENDENT CONTRACTOR. For the purposes of the agreement and all services to be provided under this agreement, the parties shall be, and shall be deemed to be, independent contractors and not agents or employees of the other party. Neither party shall have authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the other party, except as may be explicitly provided for in this agreement or authorized in writing. 15. AMENDMENTS AUTHORIZED. a. The representatives who were authorized to sign this agreement are authorized to execute minor amendments to this agreement, such as changes in deadlines and minor changes in the scope of work. b. Any amendments to this agreement resulting from amendments to the Grant that increases the scope of work under this agreement due to TCEQ's award of additional funding to the City as a result of the work plan prepared by UNT under this agreement must be authorized by the City Council and the funds appropriated before an amendment to this agreement is executed. c. Any amendments to this agreement increasing or decreasing the amount the City is obligated to pay UNT by $25,000 or more must be authorized by the City Council before an amendment to this agreement is executed. 16. SEVERABILITY. If any of the provisions of the agreement in the application thereof to any person or circumstance, is rendered or declared illegal for any reason, or shall be invalid or unenforceable, the remainder of the agreement and the application of the provisions to other persons or circumstances shall not be affected thereby, but shall be enforced to the greatest extent by applicable law. The City and UNT agree that this agreement shall be reformed to replace the stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 17. DISPUTE RESOLUTION PROCESS. a. To the extent applicable, the dispute resolution procedures provided in Chapter 2260 of the Texas Government Code will be used to resolve contract claims under this contract. b. If the Chapter 2260 procedures are utilized both parties agree the TCEQ may intervene in the proceedings as an interested party. c. The Director of Purchasing, UNT, is designated as the officer designated under §2260.052, Texas Government Code, to examine claims and counterclaims, negotiate, and resolve any claims on behalf of UNT. 18. VENUE. UNT acknowledges and agrees that because this agreement has been executed, and will be administered in Nueces County, Texas, the agreement is to be performed in Nueces Page 9 of 10 UNT 16-17 Contract County. UNT acknowledges and agrees that any permissible cause of action involving this agreement will arise solely in Nueces County. Ifa legal action relating to this claim is permissible and there are two (2) or more counties or proper venue under the rules of mandatory, general, or permissive venue, and one of the counties is Nueces County, UNT agrees to venue in Nueces County. This provision does not waive the City's or UNT's sovereign immunity. 19. MISCELLANEOUS. This agreement constitutes the entire agreement between the parties relative to the subject matter, and may only be modified or amended by a written agreement signed by both parties. It shall be construed in accordance with the laws of the State of Texas. 20. AUTHORIZATION OF GOVERNING BODIES. The individuals executing this agreement certify that this interlocal agreement has been authorized by the Governing Body for their, as required by Section 791, Texas Government Code. IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their authorized representative. UNIVERSITY OF NORTH TEXAS By: \ Dr. Thomas ,F oy Vice Presid or Research and Economic Development Date: 2 1 1 Up CITY OF CORPUS CHRISTI By: Ron Olson City Manager Date: ATTEST Rebecca Huerta City Secretary Page 10 of 10 UNT 16-17 Contract Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Texas Commission on Environmental Quality Cooperative Reimbursement Grant for State Agencies and Local Governments GRANT SIGNATURE PAGE Grant Name: City of Corpus Christi Rider 7 Local Air Quality Planning Grant Grant Number: 582-16-60182 Performing Party: City of Corpus Christi Performing Party Identification Number: 17460005741 Maximum Authorized Reimbursement: $ 405,243.32 Effective Date: ® the latter of September 1, 2015 or the latest date of signature Expiration Date: ® December 31, 2017 ❑ Last day of Fiscal Year in which the Grant was signed ❑ If checked, this Grant requires matching funds. Match Requirement: ❑ If checked, this Grant is funded with federal funds. CFDA Number: Federal Grant Number: This Grant is entered under: ❑ Gov't Code ch. 771 El Gov't Code ch. 791 ® Water Code § 5.124 The Texas Commission on Environmental Quality (TCEQ), an agency of the State of Texas, and the named Performing Party, a state agency or local government of the State of Texas, enter this Grant (Contract) to cooperatively conduct authorized governmental functions and activities under the laws of the State of Texas. The parties agree as follows: (a) to be effective, the Grant must be signed by an authorized official of the TCEQ and the Performing Party; (b) this Grant consists of all documents specified in the list of Grant Documents following this page; (c) as authorized by TCEQ, Performing Party will conduct Grant Activities as part of its own authorized governmental functions; and (d) The Texas Uniform Grant Management Standards (UGMS) apply to this Grant and TCEQ will reimburse allowable Costs subject to UGMS and this Grant. The parties agree to follow any new version of UGMS that is issued, unless the parties agree otherwise in writing. Any citations included in this Grant, will be deemed to refer to the comparable provision in the newest version of UGMS. Texas Commission on Environmental Quality (TCEQ) By: Authorized Si . k: ure Steve Hagle, P.E. Deputy Director Printed Name Title Procu ments & Contracts Representative L r '4 40( • lvia-eMe n% CTPM r C I C Printed Name with Certification Is late City of Corpus Christi (Performing Pa - / ran re By: uthe .zed Signa u e Ronald L. Olson City Manager Printed Name Title Date ATTEST: 2Y REBCCCA HUEElTA CITY SECRETARY Ord Da)( !IF COUNCIL .,_A qE C ETI'r'w Page 1 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 GRANT DOCUMENTS LIST Cooperative Reimbursement Grant for State Agencies and Local Governments This Grant between TCEQ and Performing Party consists of the Grant Documents listed on this page and marked by an "X." Documents on this List include all amendments. In the event of a conflict of terms, the Grant Documents, as amended, control in the descending order of the list, subject to provisions in the Special Terms and Conditions, if any. All Grant provisions, however, are subject to control by the latest amendment and most specific provision and by the applicable state and federal laws, rules and regulations. All documents that are included in the list below, but are not attached to this Grant, are incorporated by reference. • Grant Signature Page ® Grant Documents List (this page) • Scope of Work ▪ Procedures for Proposals for Grant Activities (PGAs) General Terms and Conditions Proposals for Grant Activities (PGAs) (Including Work Plans and Notices to Commence) created during the Grant, includes Budget Revision Requests (BRR) approved by TCEQ and approved PELs • Cost Budget Form (In the event of a conflict of terms, a completed Cost Budget Form included in a PGA signed by TCEQ and the Performing Party controls over the blank form included in the Grant documents, as to that specific PGA.) Personnel Eligibility List (PEL) Form • Notices, Project Representatives and Records Locations • Attachment A: Release of Claims Form (form and completed forms provided under the Grant) • Attachment B: Financial Status Report (FSR) (Form 269a/ TCEQ Form 20248) and Supplemental Financial Status Report forms (Supplemental Form 269a/TCEQ Form 20248-1 through 20248-4). FSR Forms maybe updated by TCEQ during the Grant Period. (forms and completed forms provided under the Grant) • Attachment C: Budget Revision Request Form Attachment D: Progress Report Template (template and completed reports provided under the Grant) ▪ Attachment E: Other documents that are delivered or issued,in accordance with the Grant, after the effective date of the Grant Page 2 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 SCOPE OF WORK 1. Introduction. This Scope of Work is a general description of Performing Party air quality planning activities that may be agreed to in Proposals for Grant Activities (PGAs) under this Grant in accordance with Rider 7, Commission on Environmental Quality, Article VI of the General Appropriations Act of the 84th Legislature. TCEQ and the Performing Party will agree to activities by signing a PGA(s), which shall include the Performing Party's Work Plan (WP) for specific Grant Activities and a Notice to Commence (NTC). 2. Description of Activities 2.1. The Grant Activities funded with the Rider 7 funding may include identifying, inventorying, and monitoring of pollution levels; modeling pollution levels; and the identification, quantification, and implementation of appropriate pollution reduction controls. TCEQ shall allocate the Rider 7 funding to those activities that are most beneficial to the State Implementation Plan (SIP). The Performing Party shall expend Rider 7 funding solely on activities related to ozone and its precursors, which are primarily nitrogen oxides (NOX) and volatile organic compounds (VOCs), 2.2. The Grant Activities funded with Rider 7 funding may include community outreach activities designed to change behaviors to those that could reduce emissions of ozone precursors. 2.3. The Performing Party must obtain written approval from TCEQ prior to using these funds to model or prepare emissions inventories based in whole or part on existing control strategies with compliance and/or control effectiveness rates that differ from those currently used by TCEQ, This provision applies to all emissions inventory development and photochemical modeling of base case, baseline, and future modeling scenarios. 2.4. In order to maintain consistency with the SIP, the Performing Party and its sub -grantees and subcontractors shall use mobile source emissions factors and existing program assumptions used by TCEQ when working with mobile source emissions inventories (for any purpose) or existing mobile source control strategy programs. These assumptions include compliance and/or control effectiveness parameters. 3. Specifications and Standards for Performance 3.1. Timeliness: The Performing Party shall take all available measures to ensure that deliverables are submitted to TCEQ on or before their due dates. Failure by the Performing Party to meet deliverable due dates may result in the use of any or all remedies described in the Grant. 3.2. Completeness: The Performing Party shall ensure that all deliverables are complete with regard to the scope and purpose of their associated tasks. Failure by the Performing Party to deliver complete deliverables may result in the use of any or all remedies described in the Grant. 4, Conference Calls and Meetings. If determined by TCEQ or the Performing Party to be necessary, a conference call will be scheduled. TCEQ or the Performing Party will submit an agenda one week before the scheduled conference call. The Performing Party shall have any technical documents, budget documents, and any other related documents for use during the call, as necessary to address the agenda. 5. Deliverables. TCEQ's Grant Manager may grant an extension of a deliverable due date in a PGA without amending the PGA. The Performing Party must request an extension of a deliverable due date, via email, no later than 15 business days prior to the conclusion of the deliverable due date. The TCEQ Grant Manager will confirm acceptance or denial of the extension via email within io business days. Draft and Final deliverables may be submitted in electronic format by electronic mail, file transfer protocol (FTP), external hard drive, or on CD or DVD by mail. If the Performing Party sends the data on an external hard drive, TCEQ will return the external hard drive after the large electronic data files have been obtained. The Performing Party agrees to submit final deliverables within io business days of receiving comments from TCEQ. If provided by electronic mail, the PGA number, fiscal year, task number, and the Amendment number, if applicable, shall be included in the subject line of the email. Page 3 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 The deliverable report or document shall clearly identify on its cover page in the top right hand corner the PGA number and the specific task or subtask number for which it was created. Example follows: PGA 582-16- XXXX-oz Task 1.1 6. Quality Assurance Program and Procedures. A Quality Assurance Project Plan (QAPP) addresses the quality assurance process the Performing Party will undertake to ensure the adherence of data or other products to established criteria. QAPPs will be supplied by the Performing Party as stated in the PGA. The QAPP shall address each task in the PGA in accordance with criteria, being neither arbitrary nor capricious, set by TCEQ. The QAPPs are approved via electronic mail from the Grant Manager to the Performing Party. The Performing Party is responsible for the QAPP and its implementation. 7. Reporting. Quarterly progress reports shall be submitted within to business days after the end of each State of Texas fiscal quarter, except that no quarterly progress report is due after the end of a partial quarter at the end of the Grant. 8. Additional Information. TCEQ representatives may attend the Performing Party's Air Quality Committee meetings or related meetings to provide technical guidance and/or to ensure compliance with the requirements of the Grant. Page 4 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582.16-60182 PROCEDURES FOR PROPOSALS FOR GRANT ACTIVITIES (PGAs) 1. Purpose. TCEQ intends to provide funds under this Grant to reimburse Performing Party for agreed Grant Activities. However, there is no guaranteed minimum level of funding for the Grant. All reimbursed Grant Activities must be agreed upon between TCEQ and Performing Party according to the procedures specified here. All Grant Activities must be within the Scope of Work described in this Grant. 2. Proposals for Grant Activities (PGAs). At any time during the Grant, TCEQ and the Performing Party may agree to Grant Activities to be performed by the Performing Party by signing a PGA, which includes a Work Plan and a Notice to Commence. The Performing Party shall obtain written approval from the TCEQ Grant Manager before preparing a draft PGA. The PGA shall be prepared on a template provided by TCEQ. TCEQ may also prepare draft PGAs. Each final and draft PGA shall include: • The Grant Number and title of this Grant; • The PGA Number and PGA title; • A maximum dollar amount for reimbursement of the Grant Activities described in the PGA; • Instructions to the Performing Party relating to the preparation of a QAPP; • Tasks and deliverables for the Grant Activities described in the PGA; • Start and end dates for the tasks and deliverables; • Schedule of deliverables for the Grant Activities described in the PGA; • Cost Budget: The PGA shall include a Cost Budget; • The names of TCEQ Project Representatives and the names of any other TCEQ staff contacts for the Grant Activities described in the PGA; • The names of the Performing Party's Project Representatives and other Performing Party contacts for the Grant Activities described in the PGA; • Personnel Eligibility List (PEL); • Signature: TCEQ and Performing Party shall have the PGA signed and dated by a person with the authority to bind TCEQ and Performing Party to the performance of the PGA; and • Notice to Commence: The latest signature date of the parties on the PGA will be the date that the Performing Party may commence performing the Grant Activities included in the PGA, unless a different date is indicated in the PGA. Except as specifically authorized otherwise in the PGA, TCEQ will not fund Grant Activities performed by Performing Party prior to the commencement date indicated in the PGA. The PGA may include a limited notice to commence authorizing reimbursable expenditures for only a portion of the PGA. The PGA may also include matters such as: • additional identifying numbers for the PGA; • format of copies; • interim or progress report requirements; • Performing Party availability for questions; • anything to be provided by TCEQ, such as data, models, reports, equipment, or access; • required models or software to be used by Performing Party; Page 5 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 • standards to be adhered to by Performing Party relating to data, Geographical Information Systems (GIS), modeling, database projects, or other matters; • testing procedures or acceptance criteria; and • special requirements for the Grant Activities in the PGA. 3. QAPP 3.1. Performing Party shall submit a QAPP (if applicable) by the date specified in the PGA, The QAPP must meet all requirements specified in the Grant and in the PGA. 3.2. If the Grant is funded with federal funds, the QAPP must also meet all requirements specified in the federal grant providing the funds. 4. Changes to PGAs 4.1. General Process 4.1.1. Amendment Schedule for PGAs. It is the responsibility of the Performing Party to request PGA amendments to change deliverables, extend deliverable dates, or make other adjustments. TCEQ may issue a proposed PGA amendment at any time during the term of a PGA. Performing Party requests for amendments to PGAs shall be submitted to TCEQ no more than quarterly. Performing Party may submit a request for amendment to a PGA quarterly starting on the last day of the first quarter, except that for the last quarter, a request for amendment must be submitted 6o days prior to the expiration of the Grant. Quarters are defined below. Performing Party's or TCEQ's request to amend a PGA must describe in detail all proposed changes to the PGA. Quarters September 1— November 3o, 2015 December 1, 2015 — February 29, 2016 March 1— May 31, 2016 June 1— August 31, 2016 September 1 — November 3o, 2016 December 1, 2016 — February 28, 2017 March 1 — May 31, 2017 June 1 — August 31, 2017 September 1— November 3o, 2017 4.1.2. Within fourteen (14) calendar days of receipt of a proposed PGA amendment from the other party, the receiving party shall submit its changes to the PGA amendment or the signed PGA amendment to the other party's Representatives. TCEQ may specify a different deadline than the fourteen (14) day deadline when it provides the PGA amendment to the Performing Party. The receiving party must respond within seven (7) calendar days after receiving changes. The parties will work to reach an agreement on the amendment as expeditiously as possible and if in the opinion of either party, no agreement can be reached, that party may break off negotiations in writing. 4.1.3. Any PGA amendment shall be signed by both parties and shall include a revised complete or limited notice to commence with the Grant Activities in the amended PGA. Except as specifically authorized otherwise in the amended PGA, TCEQ will not fund Grant Activities affected by the amendment if they are performed by Performing Party prior to the effective date of the revised notice to commence. 4.2. Budget Control. 4.2.1. Cumulative transfers equal to or less than ten percent (10%) of half of the Total Budget. Performing Party may transfer amounts between the approved direct cost budget categories so long as the cumulative transfers from direct cost budget categories do not exceed ten percent (10%) of half of the Total Budget amount. Total costs to be reimbursed must be at or less than the budget total .specified. Performing Party must submit a signed Budget Revision Request (BRR), using the attached form, with the Page 6of41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 invoice. Upon approval of the BRR by TCEQ, the BRR will be deemed to be a document added to the Grant under General Terms and Conditions Section 1.2. The io% limit does not reset with the approval of each BRR. It resets when an amendment is signed by the parties reflecting changes to the budget. 4.2.2. Cumulative transfers greater than ten percent (io%) of half of the Total Budget. TCEQ must pre -approve in writing all budget revisions that result in the cumulative transfer from direct cost budget categories of an amount greater than ten percent (io%) of half of the Total Budget of this PGA. The Performing Party must request to amend the PGA. A PGA amendment is required before Performing Party incurs these costs. 4.2.3. Performing Party must obtain written TCEQ approval prior to transferring amounts to budget categories containing zero dollars 4.3. Required Changes to PGAs due to National Ambient Air Quality Standards (NAAQS) Designation. If one or more counties within the Performing Party's program area are designated by the U.S. Environmental Protection Agency (EPA) as being in violation of one or more NAAQS with an effective date occurring during the term of this Grant: 4.3.1. TCEQ may require the Performing Party to revise language for the PGA; 4.3.2. TCEQ may specify which photochemical or meteorological modeling or emissions inventory development tasks are allowable under this Grant; 4.3.3. TCEQ may specify delivery dates for photochemical or meteorological modeling or emissions inventory development tasks; and 4.3.4. The Performing Party will mark and treat all photochemical or meteorological modeling or emissions inventory development work product as "DRAFT/DELIBERATIVE" until TCEQ agrees that those work products are of sufficient quality to be final versions. Work products marked "DRAFT/DELIBERATIVE" shall be released to third parties only with the prior permission of the TCEQ Program Coordinator, or under the terms of the Texas Public Information Act, Government Code, Chapter 552. Documents marked "DRAFT/DELIBERATIVE" may be shared with agents, employees, and subcontractors of the Performing Party; those assisting the Performing Party or its subcontractors; and those assisting the Performing Party in collecting the information. 5. Cancellation of PGA. Either party may cancel a PGA or portion of a PGA with thirty (30) calendar days' written notice. Cancellations may be for cause, for convenience, or for force majeure. Cancellation of a PGA by TCEQ must be authorized by a TCEQ signatory that has authority under the TCEQ Delegation Matrix of Authority for Contracts, Encumbrances and Procurement, or a subsequent replacement document, to sign PGAs for the amount of the PGA or if it is a partial cancelation, for the partial amount of the PGA. If a PGA is cancelled for convenience, whether in whole or in part, as to the cancelled portion of the PGA, Performing Party shall have all rights of notice, payment, or any other rights, that are specified for termination of the Grant for convenience. No cancellation shall prejudice any other right or remedy of TCEQ or the Performing Party in the event of breach. Upon cancellation, Performing Party may request reimbursement for: conforming Grant Activities; partially completed work which reasonably appears tobe conforming; and timely, reasonable expenses directly attributable to cancellation, including reasonable termination settlement costs incurred by Performing Party because of its obligations to subcontractors or subgrantees. (Performing Party shall include appropriate termination for convenience clauses in its contracts and subgrants [see UGMS _.36(i)(2)]). TCEQ may set off Grant damages, if any, prior to making payment. Performing Party shall not be paid for: activities not performed, loss of anticipated profits or revenue, consequential damages, or other economic loss arising out of or resulting from the cancellation. 6. TCEQ Reliance on Budget and Due Dates Included in PGA 6.1. Reliance on Budget. Performing Party acknowledges that TCEQ budgets for and encumbers funds only up to the not -to -exceed dollar amount contained in each PGA, and therefore, materially relies on the Performing Party adhering to the budget included in the PGA. Partially completed Grant Activities may be of little or no benefit to TCEQ. Therefore, in the event Page 7 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Performing Party is unable to complete Grant Activities within the cost amounts included in the PGA, Performing Party agrees to use its best efforts to complete such Grant Activities using alternative funding. 6.2. Reliance on Due Dates. Performing Party acknowledges that TCEQ may depend on the completion of funded Grant Activities in order to prepare work product of its own which may be subject to statutory or other deadlines. In addition, funding for Grant Activities maybe limited to Grant Activities performed within a certain time period. Therefore, milestones and deliverable due dates specified within a PGA are of the essence of the Grant. Without prejudice to any other right or remedy TCEQ may have in the event of delay, Performing Party agrees that it will immediately inform TCEQ if and as soon as it appears that a deliverable due date or PGA completion date may be exceeded. 7. Personnel Eligibility List (PEL) 7.1. All individuals charged as direct costs under each PGA must be included on the PEL in the PGA. To make substitutions to individuals listed on the PEL or to add individuals to the PEL, the Performing Party must submit an updated PEL to the TCEQ Grant Manager. The Performing Party shall not use the individuals substituted or added to the PEL prior to receiving an electronic mail from the TCEQ Grant Manager stating that TCEQ has no objection to the updated PEL (see UGMS _.3o(d)), unless failure to immediately proceed with the substitution or addition will jeopardize the successful performance of the Grant Activities. If the Performing Party makes a substitution or addition because failure to immediately proceed with the substitution or addition will jeopardize the successful performance of the Grant Activities, the Performing Party must immediately notify TCEQ by providing the updated PEL, 7.2. Substitutes shall meet any minimum qualifications specified in the PGA for the Grant Activities and where reasonably possible, shall have qualifications comparable to or better than the qualifications of the individuals they are replacing. 1.3. Upon TCEQ sending the electronic mail stating that it has no objection to the updated PEL, the PEL will be deemed to be a document added to the PGA under General Terms and Conditions Section 1.2. Page 8 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 GENERAL TERMS AND CONDITIONS for Cooperative Reimbursement Grant for State Agencies and Local Governments 1. Grant Period Grant Period. The Grant begins on the Effective Date and ends on the Expiration Date as provided on the Grant Signature Page. If no Effective Date is provided, the Effective Date of the Grant is the date of last signature. If no Expiration Date is provided, the Expiration Date is August 31 of the same Fiscal Year in which the Grant is signed. 1.2. Amendments. 1.2.1. This Grant is not subject to competitive selection requirements and may be amended and renewed by mutual agreement. Except as specifically allowed by the Grant, all changes to the Grant require a written amendment agreed to by both parties. Unless otherwise indicated in the applicable Grant amendment, an amendment that extends the Grant Period does not extend any other deadlines or due dates. 1.2.2. TCEQ Authority for Making Interpretations and Agreeing to Minor Changes. 1.2.2.1. The TCEQ Grant Manager and/or TCEQ Program Coordinator has the authority, without a formal Amendment, to make written Grant interpretations and agree in writing to minor, non -material changes to requirements in the Scope of Work or Proposal for Grant Activities, including: 1.2.2.1.1. Changes to the schedule in the PGA including an extension of a deliverable due date, not to exceed the expiration (completion) date of the PGA; and 1.2.2.1.2. Changes to the individual tasks in the PGA that do not substantially change the obligations of the Parties. 1.2.2.2. To be effective, the Grant changes agreed to by TCEQ must be in writing and must also be agreed to by an authorized Representative of the Performing Party. A copy of the agreed change must be retained in the appropriate file of both the Performing Party and TCEQ. 1.2.2.3. It is the responsibility of the Performing Party to request extensions to the deliverable schedule and other changes that are within the authority of TCEQ 1.2.2.4. A formal Amendment to the Grant signed by authorized officials of both Parties is required for changes to the substantive obligations of the Performing Party and/or TCEQ, including the following: 1.2.2.4.1. Changes in the total amount of funds in the Grant or the PGA; 1.2.2.4.2. Changes to the Grant Expiration Date or PGA's expiration (completion date); 1.2.2.4.3. Changes to the Scope of Work or PGA that affect TCEQ obligations in this Grant or PGA and in agreements with the funding source, such as EPA, and obligations to another state or federal agency or the Texas Legislature; and 1.2.2.4.4. Changes that affect the material obligations of the Performing Party in this Contract. Page 9 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 1.3. Extensions. TCEQ may by unilateral written amendment extend the Expiration Date for a period of up to go calendar days. Unless otherwise indicated in the applicable Grant amendment, an extension does not extend any other deadlines or due dates other than the expiration of the Grant Period. 2, Funds 2.1. Availability of Funds. This Grant and all claims, suits or obligations arising under or related to this Grant are subject to the receipt and availability of funds appropriated by the Texas Legislature for the purposes of this Grant or the respective claim, suit or obligation, as applicable. If the Texas General Appropriations Act (GAA) contains an apportionment requirement for the Rider 7 grant funding, TCEQ may unilaterally amend the dollar amount of the Grant or PGAs to conform to requirement in the GAA. Performing Party will ensure that this article is included in any subcontract it awards. 2.2. Maximum Authorized Reimbursement. The total amount of funds provided by TCEQ for the Grant will not exceed the amount of the Maximum Authorized Reimbursement as shown on the Grant Signature Page. 3. 2.3. Fiscal Year Restrictions. In order to be reimbursed under this Grant, costs must be incurred during the Grant Period and within the time limits applicable to the funds from which the Grant is being paid. TCEQ is under no obligation to offer deadline extensions which extend to the maximum availability of the Grant funding source. 2.4. Grants. If this Grant was entered under TCEQ's authority to award grants, TCEQ is providing financial assistance to the recipient to undertake its own project. 2.5. No Debt against the State. This Grant is contingent on the continuing appropriation of funds. This Grant shall not be construed to create debt against the State of Texas. 2.6. Use of Funds. The Performing Party shall maximize use of Air Quality Planning funds for technical purposes, such as data collection and analysis, field study activities, and research. The Performing Party shall minimize use of the funds for creation of supplementary outreach materials. Allowable Costs 3.1. Conforming Activities. TCEQ will reimburse the Performing Party for necessary and reasonable Allowable Costs that are incurred and paid by the Performing Party in performance of the Scope of Work as authorized in the PGA Cost Budget. 3.2. UGMS. Allowable Costs are restricted to costs that comply with the Texas Uniform Grant Management Standards (UGMS) and applicable state and federal rules and law. The parties agree that all the requirements of the UGMS apply to this Grant, including the criteria for Allowable Costs. Additional federal requirements apply if this Grant is funded, in whole or in part, with federal funds. 3.3. Duplication of Effort Prohibited. In addition to the funds provided to the Performing Party under this Grant, TCEQ and other entities may provide funds to the Performing Party under separate agreements. Performing Party must monitor all activities to ensure that the grant funds complement one another and do not result in double payments for the same activity. 3.4. Specific Costs 3.4.1. Maximum Reimbursements for Cell Phones. TCEQ will not reimburse the Performing Party for expenses related to the use of a cell phone or digital pager, except for a maximum of $4O.00 per month cell phone allowance for the Performing Party's named project representatives. TCEQ may reimburse the Performing Party for expenses related to the use of cell phones for the transmission of ambient monitoring data. Page 10 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 3.4.2. Travel. 3.4.2.1. In order to be reimbursable, all travel costs must be specifically authorized in advance of the travel, unless the travel is within loo miles of the Performing Party's place of business and is not overnight or out-of-state. The Performing Party shall submit all travel requiring advance authorization to the TCEQ Grant Manager no later than 3o calendar days prior to travel. Travel costs will be reimbursed only in the amount of actual costs, up to the maximum allowed by law for employees of the State of Texas at the time the cost is incurred. Travel by volunteers will not be reimbursed. The Performing Party must provide receipts for all actual costs. 3.4.2.2. Maximum Reimbursements for Travel. In addition to other provisions regarding travel, the following conditions apply: 3.4.2.2.1. 3.4.2.2.2. 3.4.2.2.3. 3.4.2.2.4. 3.4.2.2.5. 8.4.2.2.6. 3.4.2.2.7. 3.4.2.2.8. If allowed bylaw, TCEQ encourages the Performing Party to participate in the Texas Comptroller of Public Account's State Travel Management Program (STMP) found at: http://www.window,state.tx.us/procurement/progistmp/. The Performing Party must use the method of travel that will result in the lowest overall costs, including consideration of salary and wages for time spent traveling. The Performing Party must book travel reasonably in advance of the date of the travel in order to obtain the lowest possible price. TCEQ will not reimburse for travel claims that are not consistent with Textravel web located on the Texas Comptroller's website: https://fmx.cpa.state.tx.us/fmx/travel/textravel/index.php. For in-state travel, TCEQ will reimburse the Performing Party for the actual cost of lodging and meals at a daily rate not exceeding the current rate posted on the Texas Comptroller's website: https://fmx.cpa.state.tx.us/fm/travel/travelrates.php. Additional taxes and fees are eligible for reimbursement. For out-of-state travel, TCEQ will reimburse the Performing Party for the actual cost of lodging and meals at a daily rate not exceeding the current rates posted on the Texas Comptroller's website: https://fmx.cpa.state.tx.us/fm/travel/out_of state/index.php. Additional taxes and fees are eligible for reimbursement. For rental automobiles, TCEQ will reimburse the Performing Party at the actual daily rate no greater than the applicable STMP Contract rate. For air fare, TCEQ will reimburse the Performing Party at actual cost up to the applicable STMP Contract rate. Mileage for personal automobiles will be reimbursed at the rate for state employees. A mapping Web site shall be used to determine the mileage from the Performing Party's business location to the destination location. 4. Quarterly Progress Reports on the Attached Template. Quarterly progress reports shall be submitted within, to business days after the end of each State of Texas fiscal quarter, except that no quarterly progress report is due after the end of a partial quarter at the end of the Grant. The quarterly progress report shall be supplied on the Progress Report Template that is attached. TCEQ reserves the Page 11 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 right to alter the reporting frequency of the progress reports as necessary to track the Performing Party's progress toward accomplishing the tasks of the PGA(s). The progress report shall document, in technical detail and by task, the accomplishments, expenditures, and milestones achieved during the reporting period. The Performing Party shall include an estimate of the percent of activities completed for each task or project. The report shall also document what problems were identified, if any, and the resolution. Reimbursement 5.1, Reimbursement Requests. Performing Party shall invoice TCEQ to request reimbursement for its Allowable Costs for performing the Scope of Work. Performing Party's invoice shall conform to all reimbursement requirements specified by TCEQ. 5.2. Submittal of Reimbursement Requests 5.2.1. The Performing Party shall not submit reimbursement requests (invoices) any sooner than fifteen (15) calendar days following the submission to TCEQ of a deliverable in order to allow TCEQ staff a reasonable period to review the deliverable prior to receiving the reimbursement request. 5.2.2. The Performing Party shall submit costs incurred by itself and subcontractors for all Grant Activities performed within a given quarter in the Performing Party's quarterly reimbursement request. 5.2.3. The Performing Party must submit invoices within forty-five (45) calendar days of the end of each State of Texas fiscal quarter, except that the final invoice shall be submitted as specified below. Invoices shall be sent to: Invoice_AQD@tceq.texas.gov. Invoices shall be in PDF format and in U. S. dollars and cents. Each Proposal for Grant Activities must be invoiced separately. The Performing Party shall maintain records subject to the terms of this Grant, including UGMS. Records that must be maintained include, but are not limited to: timesheets; invoices from suppliers, contractors, and subrecipients; receipts; cancelled checks; and contracts, purchase orders, and subagreements. Except as otherwise requested in writing by TCEQ, not all records must be submitted with each invoice; Performing Party shall submit records and documentation to TCEQ as appropriate for the review and approval of reimbursement requests. Appropriate documentation includes any records or documents specifically required by TCEQ at any time during the term of this Grant Agreement. TCEQ may perform desk reviews of the invoices after they are filed. TCEQ may pay an invoice prior to performing the desk review. TCEQ may reject invoices without appropriate supporting documentation. TCEQ has the right to request additional documentation. If TCEQ determines that the invoice contained unallowable costs or insufficient documentation, the Performing Party will refund the applicable amounts to TCEQ, after the Performing Party has had a reasonable amount of time to provide additional documentation. The reasonable amount of time shall not exceed 30 calendar days from the time that TCEQ informs the Performing Party that the invoice contained unallowable costs or insufficient documentation. In order for TCEQ to determine eligibility of costs, the Performing Party must submit the following to TCEQ as part of its complete and legible invoice: 5.2.3.1. Financial Status Report Form 269a and Supplemental Financial Status Report Forms 269a in paper copies and in an electronic database format, provided by TCEQ, that detail all costs of conducting the Grant Activities incurred during the invoicing period. The Performing Party must comply with the current TCEQ Financial Status Report processing procedures in effect at the time of submittal. TCEQ may change or add requirements for processing. For FSRs requesting reimbursement of costs (as opposed to documenting use of advance payment), fill in the spaces regarding Advanced Funds with N/A.; 5.2.3.2. Percentage of budget spent to date, and percentage of budget projected to be spent during the Grant; and 5.2.3.3. A copy of the quarterly progress report. Page 12of41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 5.2.4. Within thirty (30) calendar days of the end of this Grant, the Performing Party must submit copies of all performance and technical reports, including the information listed below. Submission shall be in electronic format, on DVD or CD. Directory structure for the contents of the CD shall be by Task and Title: e.g., Task 1. Conceptual Model, Task 2. Ambient Monitoring, Task 3. Emissions Inventories, except that the information required in 5.2.4.1, 5.2.4.2, 5.2.4.3, 5.2.4.4, and 5.2.4.5 maybe included in a folder on the DVD or CD labeled "Other". 5.2.4.1• PGA Summary Report summarizing the Performing Party's accomplishments with respect to the approved PGAs and containing an outline of PGA tasks and projects that identifies the title of all deliverables completed in the course of the Grant. The Performing Party must use the Quarterly Progress Report Template for the PGA Summary Report; 5.2.4.2. Report of TCEQ-owned property in the possession of the Performing Party (if Performing Party possesses any TCEQ property); and 5.2.4.3. Invention disclosure (if applicable). 5.2.5. Within sixty (6o) calendar days of the end of this Grant, the Performing Party must return advanced funds to TCEQ that have not been spent and must submit its final invoice that is complete and legible and includes all of the information set forth above for quarterly invoices and the information listed below, including copies of all of the quarterly progress reports. Submission shall be in electronic format, on DVD or CD, Directory structure for the contents of the CD shall be by Task and Title: e.g., Task 1. Conceptual Model, Task 2. Ambient Monitoring, Task 3. Emissions Inventories. The following also must be submitted with the final invoice: 5.2.6. 5.2.5.1. Copies of all financial reports, required by this Grant; and 5.2.5.2. Final Reconciliation of Budget and Expenditures. The following indicates the State of Texas fiscal quarters for invoicing: Quarters September 1— November 30, 2015 December 1, 2015 — February 29, 2016 March 1-- May 31, 2016 June 1— August 31, 2016 September 1 — November 30, 2016 December 1, 2016 -- February 28, 2017 March 1— May 31, 2017 June 1— August 31, 2017 September 1 — November 30, 2017 December 1— December 31, 2017 (partial quarter) 5.2.7. Within ninety (go) calendar days of receipt of the final invoice and information set forth above, TCEQ will make adjustments to the allowable and eligible costs based on the terms of the Grant Documents. TCEQ will make prompt reimbursement to the Performing Party for allowable reimbursable costs. Closeout of the Grant does not affect: 5.2.7.1. TCEQ's right to disallow costs and recover funds on the basis of a later audit or other review; 5.2.7.2. The Performing Party's obligation to return any funds due as a result of later refunds, corrections, or other transactions; 5.2.7.3. Records retention; Page 13 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 5.2,74. Property management requirements; 5.2.7.5. Audit requirements; and 5.2.7.6. Any other continuing obligations under the Grant. 5.2.8. At any time during the Grant, upon request of TCEQ, the Performing Party will provide any additional documentation necessary to support the allow ability and eligibility of the costs. TCEQ may reject requests for reimbursement pending receipt of the requested documentation. 5.2.9. Conditional Payments. Reimbursements are conditioned on the Scope of Work being performed in compliance with the Grant. The Performing Party must immediately refund to TCEQ any funds that are in excess of allowable costs, including for overpayment or activities undertaken that are not compliant with the Scope of Work. In no case may Performing Party take longer than thirty (30) calendar days to refund TCEQ. Any funds paid to a Performing Party in excess of the amount to which the Performing Party is finally determined to be entitled under the terms of the award constitute a debt to TCEQ. This does not limit or waive any other TCEQ remedy. 5.2.10. For each invoicing period in which the Performing Party has transferred amounts between budget categories, the Performing Party must follow the requirements regarding budget control in the Cost Budget. 5.3. No Interest for Delayed Payment. l3ecause the Performing Party is not a vendor of goods and services within the meaning of Texas Government Code Chapter 2251, no interest is applicable in the case of late payments. 5.4. Release of Claims. As a condition to final payment or settlement, or both, the Performing Party shall execute and deliver to TCEQ a release of all claims against TCEQ for payment under this Grant, using the applicable, attached form. 5.4.1. Release of Claims for Units of Local Governments. If the Performing Party is a "unit of local government" as defined in the Appropriations Act of the 84th Texas Legislature, Article IX, Sec. 4.04 Limitation on Grants to Units of Local Government, the Performing Party must certify in the Release of Claims that it has complied with all requirements in Sec. 4.04, using the applicable, attached form. 5.5. Advance Payments 5.5.1. TCEQ may provide funds in advance of the Performing Party incurring anticipated costs of Grant Activities. Each Proposal for Grant Activities (PGA) will indicate whether TCEQ will make an advance payment(s) and how much the advance payment(s) will be. Advance payments to Performing Party are solely to be used for reimbursement of Performing Party's allowable costs of performance under the PGA. If Performing Party requests reimbursement in addition to advance payments, TCEQ may proportionately adjust subsequent advance payments. 5.5.2. Performing Party must submit advance payment documentation quarterly, following the requirements for reimbursement requests (invoices) and any additional requirements for advance payments. All advance payment requests shall be in the form of a written invoice requesting advance payment and must be labeled as an invoice/request for advance payment. If a PGA is being funded with advance funds and by reimbursement, a request for reimbursement (invoice) must be submitted separately for the advance and reimbursement portions and the required documentation must be attached. The documentation must show the amount the Performing Party has drawn from the advance and the balance remaining in the advance. Advance Payments are conditioned on the approval of the invoice. If the invoice does not demonstrate Performing Party has complied with the Grant requirements, TCEQ may withhold approval or reject the invoice and withhold future advance payments. TCEQ may also withhold future advance payments due to delays in invoicing. Page 14 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 5.5.3. TCEQ may include additional requirements or restrictions on the advance payment in the PGA. 5.5.4. By paying advance payments TCEQ does not waive any requirements for the reimbursement of costs, TCEQ may at any time, before or after any advance payment, request additional documentation concerning costs. TCEQ may audit the records of the Performing Party and may also audit the Performing Party's performance as to any Grant Activity and any other Grant requirement. After an advance payment under a PGA is depleted, TCEQ may choose to amend the PGA to allow additional advance payment(s) to Performing Party. If no additional advance is authorized, all additional payments will be made on a reimbursement basis, as described in the Grant. 5.6. In addition to the other requirements specified in the Grant Documents, the standards for costs to be eligible for reimbursement include those contained in the following, to the extent applicable: 5.6.1. The Uniform Grant and Contract Management Act, Section783.001 et seq., Texas Government Code; The Uniform Grant Management Standards, 34 Texas Administrative Code, Section 20.421 et seq. (UGMS) (including allowable costs standards and requirements for grantees); 5.6.2. Chapter 391, Local Government Code and related rules (pertaining to costs for entities defined as Regional Planning Commissions), if a sub -grantee or recipient of funds is an entity defined as a Regional Nanning Commission, including a Council of Governments. (Under this Grant, other entities may also agree to abide by the cost requirements for Regional Planning Commissions.); 5.6.3. Texas Government Code Section 556.0055 (pertaining to lobbying); 5.6.4. 30 TAC Chapter 11 (pertaining to TCEQ contracts) and 3o TAC Chapter 14 (pertaining to grants); and 5.6.5. Other applicable federal and state statutes and rules. 6. Financial Records, Access and Audits 6.1. Audit of Funds. The Performing Party understands that acceptance of funds under this Grant acts as acceptance of the authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in connection with those funds, Performing Party further agrees to fully cooperate with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Performing Party shall ensure that this clause concerning the audit of funds accepted under this Grant is included in any subcontract it awards. 6.2. Financial Records. Performing Party shall establish and maintain financial records including records of costs of the Scope of Work in accordance with generally accepted accounting practices. Performing Party shall allow access during business hours to its financial records by TCEQ and other state agencies for the purpose of inspection and audit. Financial records regarding this Grant shall be retained for a period of three (3) years after the latter of the date of submission of the final reimbursement request or all litigation, claims, or audit findings involving the records have been resolved and final action taken, if any litigation, claim, or audit is started before the expiration of the 3 -year period. 6.3. 13y signing this grant, the Performing Party certifies that its financial management system meets all requirements included in the Texas Uniform Grant Management Standards (UGMS). 6.4. The Performing Party shall provide its single audit report (for a Regional Nanning Commission, including a Council of Governments), or a Comprehensive Annual Financial Report (for a municipality) within 3o days of the report being finalized. The Performing Party must also include an executive summary with the report, if one was prepared for the report. Page 15of41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 7. Indirect Cost Rate, Fringe Benefit Rate, and Central Service Costs. 7.1. Indirect Cost Rate. 7.1.1. Indirect cost rates shall be calculated in accordance with UGMS requirements for selecting and applying the method used to calculate the indirect cost rate. 7.1.2. Requirements Regarding Provisional Indirect Cost Rates. If Performing Party proposes to use a Provisional Rate, reimbursement is available only if the Performing Party calculates its indirect cost pool according to UGMS and has regular audits of its indirect cost rate performed. For budget certainty, TCEQ requires and the Performing Party agrees that the Performing Party will fund, out of the Performing Party's own funds, any upward adjustment when its final rate is determined. If Performing Party's final rate results in a downward adjustment, where permitted by law, TCEQ and Performing Party may identify additional activities to be performed by Performing Party as a compensating adjustment, or the Performing Party shall reimburse TCEQ the excess indirect costs paid. 7.1.3. [Reserved] 7.1.4. Documentation of Indirect Cost Rate. Upon signature of the Grant, the Performing Party shall submit to TCEQ a copy of the approval letter from the Performing Party's federal cognizant agency, the state coordinating agency, or the state awarding agency that reviewed, negotiated, and approved the Performing Party's current indirect cost rate. 7.1.5. Change in Indirect Cost Rate. If the Performing Party receives a new approval letter from its federal cognizant agency, state coordinating agency, or a state awarding agency approving a different indirect cost rate, the Performing Party may request a revision by submitting to TCEQ: the approval letter; a Budget Revision Request (BRR), including Sheet 2 of the BRR; and if applicable, a request to amend the PGA (necessitated by cumulative transfer(s) from direct cost budget categories of an amount greater than ten percent (10%) of half of the Total Budget of the PGA). The Performing Party shall provide the information to TCEQ within thirty (3o) calendar days of the Performing Party's receipt of the new letter. x.1.6. Unreimbursed Indirect Costs. If Performing Party incurs indirect costs which are allocable to this Grant but which are not reimbursed by TCEQ, it is the Performing Party's responsibility to use other proper funding sources for those costs. 7.2. Fringe Benefit Rate. The fringe benefit rate shall be calculated in accordance with the UGMS requirements for selecting and applying the method used to calculate the fringe benefit cost rate. If the amount of the fringe benefit line item in the PGA Cost Budget needs to be changed, the Performing Party shall submit the following for approval: a BRR and if applicable, a request to amend the PGA (necessitated by cumulative transfer(s) from direct cost budget categories of an amount greater than ten percent (io%) of half of the Total Budget of the PGA). 7.3. Central Service Costs. The Performing Party certifies that it will maintain compliance with all UGMS and other requirements regarding central service costs, including having a Cost Allocation Plan, if required, and adjusting the plan. All central service cost allocation plans and related documentation must be maintained for possible audit. 8. Performing Party's Responsibilities $.1. Performing Party's Responsibility for the Scope of Work. Performing Party undertakes performance of the Scope of Work as its own project and does not act in any capacity on behalf of TCEQ nor as a TCEQ agent or employee. Performing Party agrees that the Scope of Work is furnished and performed at Performing Party's sole risk as to the means, methods, design, processes, procedures and performance. Page 16 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 8.2: Superintendence of the Work. Performing Party is responsible for supervising all Grant Activities. This responsibility includes control of associated hazards to assure the safety of the performance of the Grant Activities, and for the protection of all persons, property, premises and facilities which may be affected by the Grant Activities. No action by TCEQ will transfer this responsibility to TCEQ. 8.3. Independent Contractor. The parties agree that the Performing Party is an independent contractor. Nothing in this Grant shall create an employee -employer relationship between Performing Party and TCEQ. Nothing in this Grant shall create a joint venture between TCEQ and the Performing Party. 8.4. Performing Party's Responsibilities for Subcontractors. All acts and omissions of subcontractors, suppliers and other persons and organizations performing or furnishing any of the Scope of Work under a direct or indirect contract with Performing Party shall be considered to be the acts and omissions of Performing Party. 8.5. Equal Opportunity. Performing Party shall not discriminate against any person on the basis of race, color, national origin, religion, sex, age, and disability in the performance of this Grant. 8.6. Flow down of Contract Provisions. The Performing Party shall include in its subcontracts, employment contracts, and employment policies any provision included in this Grant, or shall include a similar provision, to the extent necessary in order for the Performing Party to fulfill its obligations under this Grant, regardless of whether or not the provision expressly requires that it be included in such contracts or policies. The Performing Party shall require its subcontractors to do the same. 9. Equipment. 9.1. UGMS and Pre -approval of Purchase. The Performing Party must comply with all requirements regarding equipment in UGMS and must obtain prior, written approval from TCEQ to purchase equipment. 9.2. Disposition. If at any time during the Grant Period or afterwards, the Performing Party or its subcontractors or subgrantees determine that any equipment acquired with funds provided as a result of this Grant is no longer needed for support of the programs or projects referred to in the Scope of Work and PGAs, the TCEQ may require the Performing Party to transfer title and possession of such equipment to the TCEQ or an eligible third party named by the TCEQ. The Performing Party shall take all necessary steps to pass-through to TCEQ, or the third party, all warranties, representations and other service commitments applicable to the equipment. The Performing Party may recover compensation for its attributable percentage of the current fair market value of the property. 10. No Third Party Beneficiary. TCEQ does not assume any duty to exercise any of its rights and powers under the Grant for the benefit of third parties. Nothing in this Grant shall create a contractual relationship between TCEQ and any of the Performing Party's subcontractors, suppliers or other persons or organizations with a contractual relationship with the Performing Party. 11. Time 11.1. Time is of the Essence. Performing Party's timely performance is a material term of this Grant. 11.2. Delays. Where Performing Party's performance is delayed, except by Force Majeure or act of the TCEQ, TCEQ may withhold or suspend reimbursement, terminate the Grant for cause, or enforce any of its other rights (termination for convenience may be effected even in case of Force Majeure or act of TCEQ). 11.3. Force Majeure. If either party is delayed in carrying out its obligations due to acts of God, labor stoppages, or other similar irresistible forces, the party shall give ongoing notice of such delay supported by sufficient evidence to the other party as soon as practicable after the delay is apparent. The time of performance by the party shall be extended for a reasonable period of time or the PGA can be cancelled or the Grant terminated for convenience as specified Page 17 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 elsewhere in the Grant. Force rnajeure does not include ordinary delays that are common to the type of activities being performed or the location. 12. Conflict of Interest. The Performing Party shall timely notify TCEQ in writing of any actual, apparent, or potential conflict of interest regarding the Performing Party or any related entity or individual. No entity or individual with any actual, apparent, or potential conflict of interest shall take part in the performance of any portion of the Scope of Work, nor have access to information regarding any portion of the Scope of Work, without TCEQ's written consent in the form of a unilateral amendment. Performing Party agrees that TCEQ has sole discretion to determine whether a conflict exists, and that a conflict of interest is grounds for termination for cause. 13. Data and Quality 13.1. Quality and Acceptance. All work performed under this Grant must be complete and satisfactory in the reasonable judgment of TCEQ. All materials and equipment shall be handled in accordance with instructions of the applicable supplier, except as otherwise provided in the Grant. 13.2. Quality Assurance. All Grant Activities that involve the acquisition of environmental data shall be performed in accordance with a TCEQ approved Quality Assurance Project Plan (QAPP) meeting all applicable TCEQ and EPA requirements. Environmental data includes any measurements or information that describe (1) environmental processes, location, or conditions; or (2) ecological or health effects and consequences. Environmental data includes information collected directly from measurements, produced from models, and compiled from other sources such as databases or the literature. No data collection or other Grant Activities covered by this requirement shall be implemented until the Performing Party receives the QAPP approved by TCEQ and, if necessary, the EPA. TCEQ may refuse payment or reimbursement for any environmental data acquisition performed without an approved QAPP. 13.3. Laboratory Accreditation. Any laboratory data or analyses provided under this Grant must be prepared by a laboratory that is accredited in accordance with 3o Texas Administrative Code (TAC) Chapter 25, Subchapters A and B, for the matrices, methods, and parameters of analysis used, unless one of the regulatory exceptions specified in 3o TAC § 25.6 applies. 14. Intellectual Property 14.1. Third Party Intellectual Property. Unless specifically modified in an amendment or waived in a unilateral amendment by TCEQ, Performing Party must obtain all intellectual property licenses expressly required in the Scope of Work, or incident to the use or possession of any work product under the Grant. Performing Party shall obtain and furnish to TCEQ; documentation on the use of such intellectual property, and a nonexclusive, perpetual, irrevocable, fully paid-up enterprise -wide and worldwide license to reproduce, publish, otherwise use, modify, create derivative works, distribute, publicly perform and display such intellectual property and associated user documentation, and to authorize others to do the same for TCEQ non-commercial purposes. Readily commercially available software that is necessary to use the work products may be exempted from this requirement with prior written approval from TCEQ. The Performing Party shall take all necessary steps to pass-through to TCEQ all warranties, representations and other service commitments applicable to third party intellectual property incorporated into the work products. 14.2. Grant of License. Performing Party grants to TCEQ a nonexclusive, perpetual, irrevocable, fully paid-up enterprise -wide and worldwide license to reproduce, publish, modify, otherwise use, create derivative works, distribute, publicly perform and display for any non-commercial TCEQ purpose any preexisting intellectual property belonging to the Performing Party that is incorporated into any work products under this Grant or is incident to the use or possession of any work product, intellectual property created under this Contract, and associated user documentation. 14.3. In the event of a third party's Demand or threat of Demand for infringement of intellectual property incorporated by Performing Party into the work product, the Performing Party shall make best efforts to obtain permission for TCEQ to continue use of the allegedly infringing Page 18 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 information, article or material; if Performing Party is unable to secure such permission, Performing Party shall provide a non -infringing substitute or work -around that is substantially similar in feature and functionality to the allegedly infringing information, article or material. 15. Insurance and Indemnification 15.1. Insurance. Unless prohibited by law, the Performing Party shall require its contractors to obtain and maintain during the Grant Period adequate insurance coverage sufficient to protect the Performing Party and TCEQ from all claims and liability for injury to persons and for damage to property arising from the Grant. Unless specifically waived by TCEQ, sufficient coverage shall include Workers Compensation and Employer's Liability Insurance, Commercial Automobile Liability Insurance, and Commercial General Liability Insurance. 15.2. Indemnification. TO THE EXTENT AUTHORIZED BY LAW, THE PERFORMING PARTY SHALL REQUIRE ALL CONTRACTORS PERFORMING GRANT ACTIVITIES ON BEHALF OF PERFORMING PARTY TO INDEMNIFY, DEFEND, AND HOLD HARMLESS TCEQ AND PERFORMING PARTY AND THEIR OFFICERS, AND EMPLOYEES, FROM AND AGAINST ALL LOSSES, LIABILITIES, DAMAGES, AND OTHER CLAIMS OF ANY TYPE ARISING FROM THE PERFORMANCE OF GRANT ACTIVITIES BY THE PERFORMING PARTY (GRANTEE) OR ITS SUBCONTRACTORS, SUPPLIERS AND AGENTS, INCLUDING THOSE ARISING FROM DEFECT IN DESIGN, WORKMANSHIP, MATERIALS, OR FROM INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT; OR FROM A BREACH OF APPLICABLE LAWS, REGULATIONS, SAFETY STANDARDS OR DIRECTIVES. THE DEFENSE OF TCEQ SHALL BE SUBJECT TO THE AUTHORITY OF THE OFFICE OF THE ATTORNEY GENERAL OF TEXAS TO REPRESENT TCEQ. THIS CONVENANT SURVIVES THE TERMINATION OF THE GRANT. 16. Termination 16.1. Termination for Cause. TCEQ may, upon providing 10 calendar days' written notice and the opportunity to cure to the Performing Party, terminate this Grant for cause if Performing Party materially fails to comply with the Grant including any one or more of the following acts or omissions: nonconforming work, or existence of a conflict of interest. Termination for cause does not prejudice TCEQ's other remedies authorized by this Grant or by law. 16.2. Termination for Convenience. TCEQ may, upon providing 10 calendar days' written notice to the Performing Party, terminate this Grant for convenience. Termination shall not prejudice any other right or remedy of TCEQ or the Performing Party. Except to the extent this clause constitutes a debt against the State of Texas prohibited under the Texas Constitution, Article III sec. 49, Performing Party may request reimbursement and shall be paid for: completed conforming work; partially completed work which reasonably appears to be conforming; and timely, reasonable costs directly attributable to termination, including reasonable termination settlement costs incurred by Performing Party because of its obligations to subcontractors or subgrantees. (Performing Party shall include appropriate termination for convenience clauses in its contracts and subgrants [see UGMS .36(i)(2)]). Performing Party shall not be paid for: work not performed; loss of anticipated profits or revenue; consequential damages; or other economic loss arising out of or resulting from the termination. 16.3. If, after termination for cause by TCEQ, it is determined that the Performing Party had not materially failed to comply with the Grant, the termination shall be deemed to have been for the convenience of TCEQ. 17. Disputes, Claims and Remedies x7.1. Payment as a Release. Neither payment by TCEQ nor any other act or omission other than an explicit written release, in the form of a unilateral amendment, constitutes a release of Performing Party from liability under this Grant. 17.2. Remedies Page 19 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 17.2.1. Schedule of Remedies available to the TCEQ. In accordance with Texas Government Code Chapter 2261 the following Schedule of Remedies applies to this Grant. In the event of Performing Party's nonconformance, TCEQ may do one or more of the following: 17.2.1.1. Issue notice of nonconforming performance; 17.2.1.1.1. Reject nonconforming performance and request corrections without charge to TCEQ; 17.2.1.1.2. Reject a reimbursement request or suspend further payments, or both, pending accepted revision of the nonconformity; 17.2.1.1.3. Suspend all or part of the Grant Activities or payments, or both, pending accepted revision of the nonconformity; 17.2.1.1.4. Demand restitution and recover previous payments where performance is subsequently determined nonconforming; 17.2.1.1.5. Terminate the Grant without further obligation for pending or further payment by TCEQ and receive restitution of previous payments. 17.2.2. The remedies available to TCEQ in this Grant, are in addition to, and not a limitation of, any rights and remedies available to TCEQ, including otherwise imposed or available, by Laws or Regulations, by special warranty or guarantee, or by other provisions of the Grant Documents. 17.3. Opportunity to Cure. The Performing Party will have a reasonable opportunity to cure its nonconforming performance, if possible under the circumstances. 17.4. Cumulative Remedies. Remedies are cumulative; the exercise of any remedy under this Grant or applicable law does not preclude or limit the exercise of any other remedy available under this Grant or applicable law. 18. Sovereign Immunity The parties agree that this Grant does not waive any sovereign immunity to which either party is entitled by law. 19. Survival of Obligations. Except where a different period is specified in this Grant or applicable law, all representations, indemnifications, and warranties made in, required by or given in accordance with the Grant, as well as all continuing obligations indicated in the Grant, survive for four (4) years beyond the termination or completion of the Grant, or until four (4) years after the end of a related proceeding, whichever is longer. A related proceeding includes any litigation, legal proceeding, permit application, or State Office of Administrative Hearings proceeding, which is brought in relation to the Grant or which in TCEQ's opinion is related to the subject matter of the Grant. Either party shall notify the other of any related proceeding if notice of the proceeding has not been provided directly to that other party. 20. Grant Interpretation and Miscellaneous 20.1. Definitions. 20.1.1. The word "include" and all forms such as "including" mean "including but not limited to" in the Grant and in documents issued in accordance with the Grant, such as Work Orders or Proposals for Grant Activities (PGAs). 20.1.2. The term Grant is used interchangeably with Agreement, agreement, Contract, contract, Grant, or grant, as indicated in the applicable context. 20.1.3. Grant Activities — the entire completed activities or the various separately identifiable parts thereof required to be furnished under the Grant Documents. Page 20 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Grant Activities include administrative activities. Grant Activities may also be referred to as work. 20.2. Headings. The headings of the sections contained in this Grant are for convenience only and do not control or affect the meaning or construction of any provision of this Grant. 20.3. Delivery of Notice. Notices are deemed to be delivered three (3) business days after postmarked if sent by U.S. Postal Service certified or registered mail, return receipt requested. Notices delivered by other means are deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, facsimile transmission, email, or other commercially accepted means. 20.4. Interpretation of Time. All days are calendar days unless stated otherwise. Days are counted to exclude the first and include the last day of a period. If the last day of the period is a Saturday or Sunday or a state or federal holiday, it is omitted from the computation. 20.5. State, Federal Law. This Grant is governed by, and interpreted under the laws of the State of Texas, as well as applicable federal law. 20.6. Severability. If any provision of this Grant is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void or unenforceable, it shall be deemed severable (to the extent of such illegality, invalidity or unenforceability) and the remaining part of the provision and the rest of the provisions of this Grant shall continue in full force and effect. If possible, the severed provision shall be deemed to have been replaced by a valid provision having as near an effect to that intended by the severed provision as will be legal and enforceable. 20.7. Assignment. No delegation of the obligations, rights, or interests in the Grant, and no assignment of payments by Performing Party will be binding on TCEQ without its written consent, except as restricted by law. No assignment will release or discharge the Performing Party from any duty or responsibility under the Grant. 20.8. Venue. Performing Party agrees that the Grant is being performed in Travis County, Texas, because this Grant has been performed or administered, or both, in Travis County, Texas. The Performing Party agrees that any cause of action involving this Grant arises solely in Travis County, Texas 20.9. Public Information. All data and other information developed under this Grant shall be furnished to TCEQ and shall be public data and information except to the extent that it is exempted from public access by the Texas Public Information Act, Texas Government Code Chapter 552. Upon termination of this Grant, all copies of data and information shall be furnished, at no charge to TCEQ, upon request, to include databases prepared using funds provided under this Grant. 20.10. Publication. 20.10.1. At least seven (7) calendar days prior to the publication, release to the media or public, or advertisement of information related to this Grant, the Performing Party agrees to provide a copy of the publication, information to be released, or advertisement to TCEQ for review and comment. Performing Party may make changes in its draft based on TCEQ comments, as it sees fit in its sole discretion. Section 4.2.4 of the Procedures for Proposals for Grant Activities (PGAs) takes precedence over this provision with regard to the items listed in Section 4.2.4 of the Procedures for Proposals for Grant Activities (PGAs). Performing Party agrees not to use any TCEQ logos, graphics, or trademarks or the likenesses of TCEQ employees as an advertisement or endorsement without written permission signed by the appropriate TCEQ authority. 20.10.1.1. The Performing Party has permission to use the TCEQ logo in conjunction with outreach efforts described in this Grant. The Performing Party must follow the TCEQ's logo style guidelines when Page 21 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 using the logo, which can be found on the Web at http: //www.tceq.texas.gov/assets/ public/comm_exec/logo_style_guide. pdf . Electronic files of the TCEQ logo should be obtained from the TCEQ's Agency Communications Division by e -mailing ac@tceq.texas.gov. E-mails should be addressed from the Performing Party's Project Representative and copy the TCEQ Project Representatives, reference use under the Rider 7 grant program, and specify the file formats needed (examples: jpg, tiff). 20.10.2. The Performing Party and the Performing Party's agent, subcontractor, or other representative shall acknowledge the financial support of TCEQ and the State of Texas whenever Grant Activities funded, in whole or part, by this Grant are publicized or reported in news media, or publications, or at public events and meetings. All project signage, reports and other documents completed as a part of this Grant, other than documents prepared exclusively for internal use within TCEQ, shall display the following notation on the sign, or front cover or title page: PREPARED UNDER A GRANT FROM THE TEXAS COMMISSION ON ENVIRONMENTAL QUALITY The preparation of this report was financed through grants from the State of Texas through the Texas Commission on Environmental Quality. The content, findings, opinions and conclusions are the work of the author(s) and do not necessarily represent findings, opinions or conclusions of TCEQ. 20.11. Waiver. With the exception of an express, written waiver in the form of a unilateral amendment signed by TCEQ, no act or omission will constitute a waiver or release of Performing Party's obligation to perform conforming Grant Activities. No waiver on one occasion, whether expressed or implied, shall be construed as a waiver on any other occasion. 20.12. Compliance with Laws. TCEQ relies on Performing Party to perform all Grant Activities in conformity with all applicable laws, regulations, and rules and obtain all necessary permits, licenses, and rights of access. 20.13. Counterparts. This Grant may be signed in any number of copies. Each copy when signed is deemed an original and each copy constitutes one and the same Grant. 20.14. Accessibility. All electronic content and documents created as deliverables under this Grant must meet the accessibility standards prescribed in 1 Texas Administrative Code Chapters 206 and 213 for state agency web pages, web content, software, and hardware, unless TCEQ agrees that exceptions or exemptions apply. 20.15. No provision of any standard, specification, guidance manual, code or instruction shall be effective to change the responsibilities of TCEQ or the Performing Party, or any of their subcontractors, consultants, agents, or employees from those in the Grant, nor shall it be effective to assign to TCEQ, any duty or authority to supervise the furnishing or performance of the Grant Activities or other Grant provisions. 20.16. Whenever in the Grant Documents the terms "as ordered," "as directed," "as required," "as allowed," "as approved" or terms of like effect or import are used or the adjectives "reasonable", "suitable," "acceptable," "proper" or "satisfactory" or adjectives of like effect or import are used to describe a requirement, direction, review or judgment of TCEQ as to the Grant Activities, it is intended that such requirement, direction, review or judgment will be solely to evaluate, in general, the completed Grant Activities for compliance with the requirements of and information in the Grant Documents. The use of any such term or adjective shall not be effective to assign to TCEQ any duty or authority to supervise or direct the furnishing or performance of the Grant Activities or other Grant provisions. Page 22 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Cost Budget In the event of a conflict of terms, a completed Cost Budget Form included in a PGA signed by TCEQ and the Performing Party controls over the blank form included in the Grant Documents List, as to that specific PGA. Cooperative Reimbursement Grant for State Agencies and Local Governments 1. Budget. Authorized budgeted expenditures for Grant Activities performed are as follows: Pi udget Category Cast for Grant Activities to be Performed Salary / Wages $ Fringe Benefits Travel Supplies Equipment Contractual Construction $ Other Indirect Costs Total 2. Budget Categories. The Budget Categories above have the definitions, requirements and limitations stated in the Uniform Grant Management Standards (UGMS). Construction costs are not reimbursable without prior, specific written authorization from TCEQ. 2.1. Other. If Budget Category "Other" is greater than $25,000 or more than lo% of budget total, identify the main constituents: 2.2. Transfers to Zero Dollar Budget Categories. Performing Party must obtain written TCEQ approval prior to transferring amounts to budget categories containing zero dollars. 3. [Reserved] 4. Reimbursement for Indirect Costs 4.1. Indirect Cost Rates- General. Performing Party's indirect costs associated with performing Grant Activities shall be calculated in accordance with UGMS. Page 23 of 41 R'kder 7 Local Air Quality Planning Grant Contract # 582-16-60182 4.2. Calculation of Indirect Costs. Performing Party's indirect costs are calculated as: % of (select one base): ❑ Direct salary and fringe benefits; ❑ Modified total direct costs (MTDC); or ❑ Other direct costs base. 4.3. Performing Party's indirect cost rate is equal to or less than: ❑ Federally- approved predetermined rate; ❑ State -approved predetermined rate; ❑ Default rate of to% of MTDC; ❑ Federally -approved fixed rate; ❑ Provisional rate; or ❑ Other. ******End of Cost Budget****** Page 24 of 41 Performing Party: Grant Number: Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 PERSONNEL ELIGIBILITY LIST (PEL) To be submitted with PGA and if there are any changes Date: Page 25 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Notices, Project Representatives and Records Location Grant No. 582-16-60182 1. Representatives. The individual(s) named below are the representatives of TCEQ and Performing Party. They are authorized to give and receive communications and directions on behalf of TCEQ and the Performing Party as indicated below. All communications including official Grant notices must be addressed to the appropriate representatives. 2, Changes in Representatives. Either party may change its representative by unilateral amendment. 3. TCEQ Representatives. All communications must be addressed to TCEQ's Project Representatives, unless otherwise specified in the Grant. TCEQ Project Representatives are identified below: TCEQ CONTRACT SPECIALIST (for Contractual Matters) The Performing Party must provide a copy of all notices to the TCEQ Contract Specialist and the TCEQ Grant Manager: Leslie Schmidt Contract Specialist Texas Commission on Environmental Quality P.O. Box 13087 MC -164 Austin, Texas 78711-3087 Telephone No. (512) 239-2934 Facsimile No. (512) 239-1500 E -Mail: leslie.schmidt(a tceq.texas.gov TCEQ GRANT MANAGER (for Contractual Matters) Leigh Ann Brunson Grant Manager Texas Commission on Environmental Quality P.O. Box 13087 MC -164 Austin, Texas 78711-3087 Telephone No. (512) 239-1903 Facsimile No. (512) 239-1500 E -Mail: leigh ann.brunsonOtceq.texas.gov 4. Performing Party Representatives. For Contractual Matters Sharon Bailey Lewis Program Manager City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 Telephone No.(361) 826-4066 Facsimile No. (361) 826-4681 E-mail: SharonlOectexas.com TCEQ PROGRAM COORDINATOR (for Technical Matters) Jocelyn Mellberg Program Coordinator Texas Commission on Environmental Quality P.O. Box 13087 MC -164 Austin, Texas 78711-3087 Telephone No. (512) 239-0164 Facsimile No. (512) 239-1500 E -Mail: jocelyn.mellbergPtceq.texas.gov For Technical Matters Sharon Bailey Lewis Program Manager City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 Telephone No. (361) 826-4066 Facsimile No.(361) 826-4681 E-mail: SharonL@cctexas.com Page 26 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 5. Invoice Submittal. Invoices must be submitted to: Invoice AQDRtceq.texas.gov 6. Designated Location for Records Access and Review. The Performing Party designates the physical location indicated below for record access and review pursuant to any applicable provision of this Grant: 1201 Leopard Street (Street Address) Corpus Christi, Texas 78401 (City / State ZIP) Page 27 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Attachment A: Release of Claims Forms Texas Commission on Environmental Quality Release of Claims hereby releases the Texas Commission on Environmental Quality (TCEQ) and its officers, agents, and employees from any and all future claims arising under or by virtue of TCEQ Grant Number 582-16-60182. The amount being released is Further certifies that all subcontractors, suppliers, employees and any party which has performed or provided service for this Grant have been paid in full and satisfied. All Grant Activities required to be completed under the referenced Grant have been completed. Prompt payment, therefore, of the attached invoice, including any and all funds which may have been "retained" by TCEQ in accordance with said Grant, is requested. Executed on this day of , 20_. By: (signature) (naive, typed or printed) (title) Grant # 582-16-60182 Beginning Balance Expenses Reimbursed by TCEQ Remaining Balance Being Released Page 28 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Texas Commission on Environmental Quality Release of Claims for Units of Local Government, as defined in the Appropriations Act of the 84th Texas Legislature, Article IX, Sec. 4.04 Limitation on Grants to Units of Local Government hereby releases the Texas Commission on Environmental Quality (TCEQ) and its officers, agents, and employees from any and all future claims arising under or by virtue of TCEQ Grant Number 582-16-60182, The amount being released is Further certifies that all subcontractors, suppliers, employees and any party which has performed or provided service for this Grant have been paid in full and satisfied. All Grant Activities required to be completed under the referenced Grant have been completed. Prompt payment, therefore, of the attached invoice, including any and all funds which may have been "retained" by TCEQ in accordance with said Grant, is requested. Further certifies that it has complied with all requirements in Article IX, Sec. 4.04 Limitation on Grants to Units of Local Government in the Appropriations Act of the 84th Texas Legislature. Executed on this day of , 20_. By: (signature) (name, typed or printed) (title) Grant # 582-16-60182 Beginning Balance Expenses Reimbursed by TCEQ Remaining Balance Being Released Page 29 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Attachment B: Financial Status Report (Form 269a/ TCEQ Form 20248) and Supplemental Financial Status Report, forms (Supplemental Form 269a/TCEQ Form 20248-1 through 20248-4) Page 30 of 41 1 EXAS LUMMISSIUN UN ENVIRUNMEN 1 AL QUAL-Alder 7 Local Air Quality Planning Grant RIDER 7 AIR QUALITY PLANNING GRANT PROGRAM Contract # 582-16-60182 FINANCIAL STATUS REPORT -- FORM 269a 1. STATE AGENCY ORGANIZATION TO WHICH REPORT IS SUBMITTED: Submit with invoice to Invoice_AQD@tceq.texas.gov 2. GRANT TITLE: RIDER 7 LOCAL AIR QUALITY PLANNING GRANT 3. PAYEE IDENTIFICATION NUMBER: 4. RECIPIENT ORGANIZATION (NAME AND COMPLETE ADDRESS) 5.a. TCEQ GRANT NUMBER: 5.b. PGA NUMBER: 6. FINAL REPORT YES NO 7. ACCOUNTING BASIS CASH ACCRUAL 8. TOTAL GRANT PERIOD 9. PERIOD COVERED BY THIS REPORT FROM: TO: FROM: TO: 10. BUDGET CATEGORIES APPROVED BUDGET PROJECT COST THIS REPORT* CUMULATIVE PROJECT COST BALANCE A. PERSONNEL/SALARY $0.00 $0.00 B. FRINGE BENEFITS $0.00 $0.00 C. TRAVEL $0.00 $0.00 D. SUPPLIES $0.00 $0.00 E. EQUIPMENT $0.00 $0.00 F. CONTRACTUAL $0.00 $0.00 G. CONSTRUCTION $0.00 $0.00 H. OTHER $0.00 $0.00 I. TOTAL DIRECT COSTS (sum A -H) $0.00 $0.00 J. INDIRECT COSTS $0.00 $0.00 K. TOTAL (sum I and 1) $0.00 $0.00 *List (itemize) on the appropriate supplemental form, a Please attach documentation, as required in accordance I component expenses comprising the total cost for each of these categories. with the conditions of your Grant and this FSR. 11. Indirect Expenses a. Rate b. Period From c. Period To d. Base e. Amount Charged f. Total of Indirect Expenses: Page 31 of 41 12. ADVANCED FUNDS 13. INTEREST EARNEINder 7 Local Air Quality Caritr.�r', Planning Grant 4 224 6-50182 A. ADV. FUNDS THIS PGA: A. INTEREST EARNED THIS PERIOD: B. ADV. FUNDS SPENT THIS PERIOD: B. INTEREST PREVIOUSLY EARNED: C. ADV, FUNDS SPENT PREVIOUSLY: C. CUMULATIVE INTEREST EARNED: $0.00 D. ADV. FUNDS REMAINING: $0.00 14. CERTIFICATION: I CERTIFY TO THE BEST AND THAT ALL OUTLAYS, CASH RECEIPTS, AWARD DOCUMENTS. I AM AWARE THAT CIVIL PENALITES. SIGNATURE OF AUTHORIZED OFFICIAL TYPED NAME AND TITLE: TELEPHONE: OF MY KNOWLEDGE AND BELIEF THAT THIS REPORT IS TRUE, COMPLETE, AND CORRECT AND UNLIQUIDATED OBLIGATIONS ARE FOR THE PURPOSES AND INTENT SET FORTH IN THE ANY FALSE, FICTITIOUS, OR FRADULENT INFORMATION MAY SUBJECT ME TO CRIMINAL OR DATE SUBMITTED: Page 32 of 41 ITEMIZATION OF EQUIPMENT AND CONTRACTUAL COSTS (Form 20248-1) EQUIPMENT PURCHASES (DURING THIS REPORT PERIOD) Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 NUMBER PURCHASED ITEM DESCRIPTION (SHOULD MATCH DESCRIPTION PROVIDED FOR APPROVAL) (INCLUDE THE SERIAL NUMBER IF APPLICABLE) UNIT COST TOTAL COST TASKS TOTAL EQUIPMENT EXPENDITURES (MUST AGREE WITH LINE 10E ON FORM 20248) $0.00 CONTRACTUAL EXPENSES (DURING THIS REPORT PERIOD) SUBCONTRACTOR (NAME) FOR (ACTIVITIES PERFORMED) DATES(S) PERFORMED COST (THIS PERIOD) TASKS TOTAL CONTRACTUAL EXPENSES (MUST AGREE WITH LINE 1.OF ON FORM 20248) $0.00 List all contractual costs either incurred or paid during the period (depending on type of accounting method). Page 33 of41 ITEMIZATION OF CONSTRUCTION COSTS (Form 20248-2) CONSTRUCTION COSTS (DURING THIS REPORT PERIOD) Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 DESCRIPTION PURPOSE COST (THIS PERIOD) TASKS TOTAL CONSTRUCTION EXPENDITURES (MUST AGREE WITH LINE 10G ON FORM 20248) LEGIBLE RECEIPTS MUST BE ATTACHED TO THIS FORM FOR EACH LISTED ITEM OR EXPENDITURE. $0.00 Page 34 of 41 ITEMIZATION OF SUPPLY AND OTHER COSTS (Form 20248-3) SUPPLIES PURCHASED (DURING THIS PERIOD) Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 NUMBER PURCHASED ITEM DESCRIPTION- Provide enough information to enable the TCEQ to determine the allowability of the cost. UNIT COST TOTAL COST TASKS $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 TOTAL SUPPLY EXPENDITURES (MUST AGREE WITH LINE 10D ON FORM 20248) $0.00 OTHER EXPENDITURES (DURING THIS REPORT PERIOD) NUMBER PURCHASED ITEM DESCRIPTION- Provide enough information to enable the TCEQ to determine the allowability of the cost. UNIT COST TOTAL COST TASKS $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 TOTAL OTHER EXPENDITURES (MUST AGREE WITH LINE 10H ON FORM 20248) $0.00 Page 35 of 41 ITEMIZATION OF PERSONNEL/SALARY AND TRAVEL COSTS (Form 20248-4) PERSONNEL/SALARY EXPENDITURES (DURING THIS REPORT PERIOD) Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 EMPLOYEE NAME TITLE/POSITION SALARY (THIS PERIOD) TASKS A. Personnel/Salary All Personnel listed on current PEL? Yes No A. . `����Y...'..?_�.� ' x r ��': .�. y1.c�i� �. _.. .e, a'�$i' � , of �'" x`. S cY'3 � su ;�' "� � a ; teE �� " 'E ay-RiYT^ •!w �°1 F `.,1. `gyp` '' .r � br ^""" o...t*t.�' .yS k.. �wx 'r.^'"f' , -�2,tt ` .YeRy i- yt. !:1 1-1 10A ON FORM 20248) � . _,�, _-a �_.. rn.. '" ] �- '� �� M rtL r— ..a�'a r.,. sv� fs*' �' - �"t7.=,A $0,00 +=t.. H , ' __ i r` B. Fringe Benefit Rate: (average) ��L�-y3f:,h 1 , • c ' n<' Total for the Reporting Period: $ #r ., P. yy + s.YM . e`h. 1- (Do not include fringe in total at right) TOTAL PERSONNEL/SALARY EXPENDITURES (MUST AGREE WITH LINE EXPENDITURES (DURING THIS REPORT PERIOD) EMPLOYEE NAME AND TITLE/POSITION DATE(S) OF TRAVEL DESTINATION & REASON FOR TRAVEL COST (THIS PERIOD) TASKS TOTAL TRAVEL EXPENDITURES (MUST AGREE WITH LINE 10C ON FORM 20248) $0.00 Page 36 of 41 Financial Status Report Preparation Instructir 7 Local Air Quality Planning Grant Contract # 582-16-60182 1. A. The PERFORMING PARTY, in order to obtain reimbursement (or justify costs applied to advance payments) for expenditures authorized under this Grant , shall submit a completed, legible TCEQ Financial Status Report (TCEQ Form 20248) and any required TCEQ Supplemental 20248 forms. Each Financial Status Report shall indicate, for each budget sub -category, the PERFORMING PARTY'S project expenditures for the period in question, the cumulative expenditures with respect to each budget sub -category, and the balance remaining in each budget sub -category following reimbursement of the amount being requested. A quarterly Financial Status Report is required even if no expenses were incurred during the report period. B. Section 11: iia Rate- Enter the indirect cost rate in effect during the reporting period. 11b and c Period From; Period To- Enter the beginning and ending effective dates for the use of the rate under this Grant, 11d Base- Enter the amount of the base against which the rate was applied. lle Amount Charged- Enter the amount of indirect costs charged during the time period specified. (Multiply 11a. x 11d.) 11f Total- Enter the total of the amount(s) in column 11e. 2. All requests for reimbursement of expenditures that fall within either the "Equipment" or "Contractual" categories of the Proposal for Grant Activities (PGA) Cost Budget shall be itemized by the PERFORMING PARTY on Supplemental Form 20248-1 and identified with respect to the major tasks or objectives, set forth in the PGA, that such expenditures support or satisfy. 3. All requests for the reimbursement of expenditures that fall within the "Construction" category of the PGA Cost Budget shall be itemized by the PERFORMING PARTY on Supplemental Form 20248-2 and identified with respect to the major tasks or objectives, set forth in the PGA, that such expenditures support or satisfy. 4. All requests for the reimbursement of expenditures that fall within either the "Supply" or "Other" categories of .the PGA Cost Budget shall be itemized by the PERFORMING PARTY on Supplemental Form 20248-3 and identified with respect to the major tasks or objectives, set forth in the PGA, that such expenditures support or satisfy. 5. All requests for reimbursement of expenditures that fall within either the "Personnel/Salary" or "Travel" categories of the PGA Cost Budget shall be itemized by the PERFORMING PARTY on Supplemental Form 20248-4 and identified with respect to the major tasks or objectives, set forth in the PGA, that such expenditures support or satisfy. 6. When a single expenditure supports or satisfies more than one task or objective, the PERFORMING PARTY need not breakdown that particular expenditure by specific PGA task or objective but may simply Identify, in relative cost order, the various tasks or objectives supported. 7. Documentation- Submission. In addition, the PERFORMING PARTY shall submit, for each reimbursable cost listed on any of the FSR forms, legible documentation that (1) serves to further identify the specific cost, (2) clearly identifies the vendor or contractor who provided the materials or services, and (3) that confirms the reimbursable amount listed on the form. This requirement does not apply to "Personnel/Salary" or "Fringe Benefits". For "Equipment" purchases, the documentation shall be either a purchase order marked "received/paid" or a vendor -submitted invoice similarly marked. For "Contractual' purchases, the documentation shall consist of a dated invoice that shows the amount billed to the PERFORMING PARTY and any "past clue" amount from previous invoices. For "Contruction" costs, the documentation shall be either a purchase order marked "received/paid" or an invoice similarly marked. In the case of contractor provided construction services, the documentation shall consist of a dated invoice that shows the amount billed to the PERFORMING PARTY and any "past due" amount from previous invoices. For any single -listed item or service costing more than $500 under "Supply" or "Other" casts, the PERFORMING shall provide the following documentation: Although issued purchase orders and/or invoices marked "received/paid" represent the preferred types of documentation for purposes of this section, the PERFORMING PARTY may substitute/attach other records or documents that provide the same type of information. The PERFORMING PARTY shall not intentionally break up single orders of identical or similar items, materials or supplies simply for the purpose of avoiding the above requirement to provide confirming documentation when submitting reimbursement requests to the TCEQ. With respect to employee "Travel", the documentation shall substantiate the reported reimbursable costs and include the following: name of the traveler; travel location; travel date(s); receipts; agenda for meeting or conference attended, if applicable; and legible copies of the PERFORMING PARTY -approved. travel vouchers signed by the employees who traveled, if applicable. Each traveler's costs must be itemized to show costs for meals, lodging and transportation (mode and cost of transportation) (Miles X Rate) For "Personnel/Salary", the documentation shall include the name of the personnel, hourly rate, total cost, amount of time the personnel performed activities under the PGA and the total amount of time worked for the period. PERFORMING PARTY is expected to maintain signed time sheets that can serve to verify the total, overall hours of staff time being directly billed to a PGA under this Grant. • Page 37 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Attachment C: Budget Revision Request Form RIDER 7 BUDGET REVISION REQUEST FORM Page 38 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 RIDER 7 BUDGET REVISION REQUEST FORM Purpose: To document recipient organization's budget changes to ensure project deliverables are mot and fiscal accountability. Instructions: Complete this form. Certain cells of the spreadsheet contain formulas that perform automatic calculations. 1. RECIPIENT ORGANIZATION (Name & Complete Address including Zip Code): 2. GRANT/CONTRACT TITLE: 3. PAYEE IDENTIFICATION NUMBER: 4. TCEQ CONTRACT NUMBER: 582- 5. TOTAL PROJECT/GRANT PERIOD: 6. BUDGET CATEGORIES: 7. Approved Budget 8. Reduction in Source Line Items (DO NOT FORMAT AS NEGATIVE NUMBERS) 9. Increase in Destination Line Items 10. New or Revised Budget a. Personnel/Salaries $0.00 b. Fringe Benefits $0.00 c. Travel $0.00 d. Supplies $0.00 e. Equipment $0.00 f. Contractual $0.00 g. Construction $0.00 h. Other $0.00 i. Total Direct Costs (sum a - h) (for items 7 & 10) or total change in direct costs (for items 8 & 9) j. Indirect Costs k. Total (sum i & j) I. $0.00 $0.00 Percent Change: $0.00 $0.00 #DIV/0! $0.00 $0.00 Justification* (Attach additional sheets, if necessary): *If this Budget Revision Request (BRR) contains a change in the indirect cost rate, complete Sheet 2 and include with the BRR. Budget Revision Request must contain all signatures to be valid. Is the cumulative transfer 10% or less of half of the total budget? If so, you do not have to obtain pre -approval of the transfer. Send in this signed form with your invoice. The 10% limit does not reset until an amendment is signed by the parties to reflect changes to the budget; i.e. continue to include revisions and increases in the above table until the change is above Yes No 10% and an amendment is done to change the budget. Signature of Recipient's Representative Date Typed or Printed Name and Title Signature of TCEQ Program Coordinator Date Typed or Printed Name and Title Signature of TCEQ Grant Manager Date Typed or Printed Name and Title Form Updated 5/2015 for Rider 7 Grants Page 39 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Sheet 2 of RIDER 7 BUDGET REVISION REQUEST FORM Indirect Cost Rate Change Calculation of Indirect Costs. Performing Party's indirect costs are calculated as: _% of (select one base- place "X" before item): Direct salary and fringe benefits Modified total direct costs (MTDC) Other direct costs base- use of this option must be approved by a specialist in the TCEQ Financial Administration Division. If other direct cost base, explain here: Performing Party's indirect costs are calculated under UGMS as a (select one- place "X" before item; see definitions in the Cost Budget): Federally -approved predetermined rate State -approved predetermined rate Default rate of 10% Federally -approved fixed rate Provisional rate Other. - Use of this option must be approved by a specialist in the TCEQ Financial Administration Division If Other, explain here: Form Updated 5/2015 for Rider 7 Grants Page 40 of 41 Rider 7 Local Air Quality Planning Grant Contract # 582-16-60182 Attachment D: Progress Report Template Quarterly Progress Report for the Texas Commission on Environmental Quality Date: Rider 7 Area: PGA Number: Reporting Period: List of Tasks Completed: to cover all PGA tasks): Task Number Deliverable ✓ Due Date Total Amount Allocated for Task Remaining Allocation for Task Cost of Task this Quarter Percent of Task Completed Sections below must be completed for every task and subtask (Le. Task 1.1, Task 2.1, Task 2.2, etc.). If there was no activity, then please state `None" in the Milestones, and "No activity for this period" and the reason under the Detailed Summary section. Task 1.1: Milestones: Detailed Summary: Technical and Logistical Problems and Solutions: Task 2.1: Milestones: Detailed Summary: Technical and Logistical Problems and Solutions: Page 41 of 41 AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of March 29, 2016 Second Reading for the City Council Meeting of April 12, 2016 DATE: March 8, 2016 TO: Ronald L. Olson, City Manager FROM: Daniel McGinn, Interim Director, Development Services Department DanielMc@cctexas.com (361) 826-3595 Public Hearing and First Reading for Property at 14601 Northwest Boulevard CAPTION: Case No. 0216-01 IHS Consultants, LP: A change of zoning from the "FR" Farm Rural District to the "CG -2" General Commercial District. The property is described as being 6.709 acres out of the East 1/2 of the East 1/2 of Lot 3, Block 2, Nueces River Irrigation Park, located near the southwest corner of Northwest Boulevard (FM 624) and River Hill Drive. PURPOSE: The purpose of this item is to rezone the property to allow commercial uses. RECOMMENDATION: Planning Commission and Staff Recommendation (February 24, 2016): Approval of the change of zoning from the "FR" Farm Rural District to the "CG -2" General Commercial District. Vote Results For: Unanimous Against: 0 Absent: 0 BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning from the "FR" Farm Rural District to the "CG -2" General Commercial District to allow commercial uses. Unified Development Code review criteria for a rezoning stipulates that a rezoning should be compatible with present zoning and conforming uses of nearby property and to the character of the surrounding area, that the property to be rezoned is suitable for the uses permitted by the zoning district that would be applied, and that the rezoning would not have a negative impact on surrounding development. Staff finds the rezoning would allow uses that are suited for the property and compatible with the adjacent, existing land uses and that the zoning change will not have a negative impact upon the surrounding properties. Staff also finds approval of the change may further policies pertaining to infill development. ALTERNATIVES: 1. Deny the request. 2. Approve an alternative lesser district. OTHER CONSIDERATIONS: The City's adopted Urban Transportation Plan includes a planned roadway between the subject property and the adjacent property to the east. It is important to note that a future dedication and/or improvements will be required from the subject property via subsequent development applications to further the construction of River Hill Drive which will eventually connect with County Road 52. CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Northwest Area Development Plan (ADP). The proposed rezoning to the "CG -2" General Commercial District is largely consistent with the adopted Future Land Use Map's designation of the property as suitable for commercial uses and medium density residential uses. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ 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 BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Ordinance amending the Unified Development Code ("UDC"), upon application by IHS Consultants, LP ("Owner"), by changing the UDC Zoning Map in reference to a 6.709 -acre tract of land out of the East 1/2 of the East 1/2 of Lot 3, Block 2, Nueces River Irrigation 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. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of IHS Consultants, LP ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, February 24, 2016, during a meeting of the Planning Commission when the Planning Commission recommended approval of the requested "CG -2" General Commercial District, and on Tuesday, March 29, 2016, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by IHS Consultants, LP ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a 6.709 -acre tract of land out of the East 1/2 of the East 1/2 of Lot 3, Block 2, Nueces River Irrigation Park, located near the southwest corner of Northwest Boulevard (FM 624) and River Hill Drive (the "Property"), from the "FR" Farm Rural District to the "CG -2" General Commercial District (Zoning Map No. 068050), as shown in Exhibits "A" and "B." Exhibit A, which is a metes and bounds description of the Property, and Exhibit B, which is a map to accompany the metes and bounds, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. The City's Future Land Use Map, an element of the Comprehensive Plan, is amended to designate the Property for commercial land uses. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas The foregoing ordinance was read for the second time and passed finally on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre PASSED AND APPROVED this the day of , 20 ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor Ordinance -IHS Consultants, LP Page 2 of 2 Voss Engineering, Inc. 6838 Greenwood D rive Corpus Christi, Texas 78415-9760 Phone: (361)854-6202 Fax: (361)-853-4696 County of Nueces State of Texas All that certain tract or parcel of land situated in Nueces County, Texas, within the City Limits of Corpus Christi, Texas and being part of the East %of the East 1/2 of Lot 3, Block 2, Nueces River Irrigation Park as recorded in Volume A, Page 54 of the Map Records of Nueces County, Texas, and described by metes and bounds, as follows, to wit: Beginning at the southeast corner of the said East one-half of the East one-half of said Lot 3, Block 2, same being the southeast corner of the herein described tract of land; Thence, North 84 degrees 04 minutes 42 seconds West along the south boundary of said Lot 3, Block 2, a distance of 281.70 feet to the southwest corner, same being the southwest corner of the East 1/2 of the East'/ of said Lot 3, Block 2; Thence, North 09 degrees 59 minutes 58 seconds East along the west boundary of the said East "/ of the East % of Lot 3, Block 2 a distance of 1050.00 feet to the Northwest corner. Thence, South 80 degrees 00 minutes 00 seconds East 281.00 feet to the Northeast corner, same lying in the east boundary of the East'/ of the East 1/2 of said Lot 3, Block 2; Thence, South 10 degrees 00 minutes 00 seconds West 1029.97 feet along the east boundary of said East'/ of the East 1/2 of Lot 3, Block 2 to the place of beginning containing 6.709 acres of land. Ronald A. Voss, R.P.L.S. No.2293 afrna Exhibit A WEST 20 =RD OF LOT2 i BUYER: DATE: 10/14/2015 °'�LLn11 i., g.1, 2 LOT/d 2J m i s. dry • 8 b 2 a ? L TYt is 4:a,sr5Gla2Ii1 ) t� R,d 14505 NORTHWEST BOULEVARD tr2$T 10 Ot EAST 112 OF L073 2 SCALE:1'=/Sa This property Iles within Zone C, according to FIRM 85 whish la NOT within the 100 year Flood Plain. NOT VALID WITHOUT ORIGINAL SIGNATURE AND ORIG NAL SEAL. Reglslerpd Projesalanal Land Surveyor State of Texas No. 2293 //ro i r NOTES: (1.) Found 5,1.5" I.R. all lot comers un Ess noted otherwise (2.) Building Ties are to the foundation. 1. Ronald A. Voss. a Registered Proresstone. Land Surveyor, do hereby eerily that this survey was made on the ground of the property shown hereon under my direction and supervision; that his my knowledge and belief; that Mere are no apparent encroachments or overlapping of improvements with the deed lines except as shown hereon. This Survey was performed without the benefit of a Tide Policy or Title Opinion. REVISION: CREW: RS & DL OFFICE: RV & RG GF#: JO$#: 15.3656 KEY:WOOD ooh FENCE (RECORDEDI WIRE FENCE (MEASURED) VINYL FENCE The East 1/2 Of The East 1/2 of Lot 3, Block 2, Nueces River Irrigation Park Vol. A, Page. 54 (M.R.N.C.T.) Corpus Christi, Nueces County, Texas VOSS ENGINEERING, INC. Exhibit B ENGINEERING & LAND SURVEYING 8838 GREENWOOD DRIVE, CORPUS CHRISTI, TEXAS 78415 PHONE: 36 1.854.6202 FAX: 361.853.4696 Aerial Overview OCL 1 C i OCL i NORTHWEST BLVD Vicinity Map Aerial PLANNING COMMISSION FINAL REPORT Case No. 0216-01 HTE No. 16-10000002 Planning Commission Hearing Date: February 24, 2016 Applicant & Legal Description Applicant/Owner: IHS Consultants, LP Representatives: Ronald A. Voss Legal Description/Location: Being 6.709 acres out of the East 1/2 of the East 1/2 of Lot 3, Block 2, Nueces River Irrigation Park, located near the southwest corner of Northwest Boulevard (FM 624) and River Hill Dr. Zoning Request From: "FR" Farm Rural District To: "CG -2" General Commercial District Area: 6.709 acres Purpose of Request: To allow commercial uses. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "FR" Farm Rural Vacant Commercial and Medium Density Residential North "CG -2" General Commercial Vacant Commercial South OCL Residential Estate Low Density Residential East "FR" Farm Rural Public/Semi Public Medium Density Residential West "FR" Farm Rural Vacant Commercial and Medium Density Residential ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Northwest Area Development Plan and is planned for medium density residential and commercial uses. The proposed rezoning to the "CG -2" General Commercial District is largely consistent with the adopted Future Land Use Map and the Northwest Area Development Plan. Map No.: 068050 Zoning Violations: None Transportation Transportation and Circulation: The subject property is a part of a larger parcel which has approximately 275 feet of street frontage along Northwest Boulevard (FM 624), which is classified as an A-3 Primary Arterial Divided street, and approximately 500 feet of street frontage along River Hill Drive, which is classified as an "01" Minor Residential Collector street. Planning Commission Final Report Page 2 Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume (2012) Northwest Boulevard "A3" Primary Arterial Divided 130' ROW 79' paved 155' ROW 76' paved 31,060 ADT River Hill Drive "C1" Minor Residential Collector 60' ROW 40' paved 60' ROW 40' paved N/A Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "FR" Farm Rural District to the "CG -2" General Commercial District. Development Plan: The property proposed to be rezoned is within the Nueces River Irrigation Park Subdivision. The land use statement provided by the applicant indicates an intent to develop retail commercial uses such as a restaurant on the most northerly portion of the property and office uses on the most southerly portion of the property. Existing Land Uses & Zoning: The subject property is vacant land zoned "FR" Farm Rural. North of the subject property is vacant land zoned "CG -2" General Commercial. South of the subject property is outside city limits. East of the subject property is Grace United Methodist Church in the "FR" Farm Rural District and west of the subject property is vacant land zoned "FR" Farm Rural. Transportation: The City's adopted Urban Transportation Plan includes a planned roadway between the subject property and the adjacent property to the east. That roadway now known as River Hill Drive, a "C1" Minor Residential Collector, will eventually connect to County Road 52. The construction of Phase 2 of County Road 52, approved in the Bond 2014 package, is in the design and acquisition phase with the City being responsible for design and acquisition and the County being responsible for the construction. The adjacent property to the east, which is developed as a church, dedicated and constructed a segment of River Hill Drive. It is important to note that a future dedication and/or improvements will be required from the subject property via subsequent development applications. Such dedication and improvements will serve to further the construction of River Hill Drive. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Plat Status: The subject property is a portion of a platted lot. Planning Commission Final Report Page 3 Comprehensive Plan & Area Development Plan Consistency: The subject property is located within the boundaries of the Northwest Area Development Plan (ADP). The proposed rezoning to the "CG -2" General Commercial District is largely consistent with the adopted Future Land Use Map's designation of the property as suitable for commercial uses and medium density residential uses. The following Comprehensive Plan policy is pertinent to this application. - Infill development should be encouraged on vacant tracts within developed areas. (Comprehensive Plan, Policy Statement H) Department Comments: • The requested "CG -2" General Commercial zoning designation is largely consistent with the Future Land Use Map and the Northwest Area Development Plan. • The Future Land Use Map splits the subject property and designates a portion suitable for commercial uses and for medium density residential uses. • A change from medium density residential uses to commercial uses will not alter the overall intent of the Northwest Area Development Plan and the Future Land Use Map as it pertains to the overall development of the subject property or other property in the immediate vicinity. • The requested "CG -2" designation generally conforms to the goals and land use policies contained in the Comprehensive Plan and the Northwest Area Development Plan • Approval of the change in zoning may further policies of the Comprehensive Plan that pertain to infill development. • Subsequent development of the subject property may further the City's adopted Urban Transportation Plan as it pertains to the construction of River Hill Drive, a planned "C1" Minor Residential Collector. • A "CG -2" District would allow uses that are suited for the property and compatible with the adjacent, existing land uses. • The zoning change will not have a negative impact upon the surrounding properties. • Development standards and requirements in the Unified Development Code and adopted construction standards will ensure that eventual development occurs in a manner that will be compatible with future adjacent development. o Specific development requirements including but not limited to drainage, infrastructure requirements and so forth will be determined via subsequent permit processes. Planning Commission and Staff Recommendation: Approval of the change of zoning from the "FR" Farm Rural District to the "CG -2" General Commercial District. Vote Results For: Unanimous Against: 0 Absent: 0 Planning Commission Final Report Page 4 Public Notification Number of Notices Mailed — 4 within 200 -foot notification area 2 outside notification area As of March 8, 2016: In Favor — 0 inside notification area — 0 outside notification area In Opposition — 0 inside notification area — 0 outside notification area Totaling 0.00% of the land within the 200 -foot notification area in opposition. Attachments: 1. Location Map (Existing Zoning & Notice Area) 2. Application 3. Public Comments Received (if any) K:\DevelopmentSvcs\SHARED\ZONING CASES\2016\0216-01 IHS Consultants LP\PC Documents\Report for PC_0216-01 IHS Consultants, LP.docx i\ Th %SUBJECT PROPERTY 2 wi City of Corpus Christi CASE: 0216-01 ZONING & NOTICE AREA RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Multifamily 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 CR -2 CG -1 CG -2 CI CBD CR -3 FR H BP Resort Commercial Resort Commercial General Commercial General Commercial Intensive Commercial Downtown Commercial Resort Commercial Farm Rural Historic Overlay Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unit Dev. Overlay RS -10 Single -Family 10 RS -6 Single -Family 6 RS -4.5 Single -Family 4.5 RS -TF Two -Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home Subject Property O Owners with 200' buffer in favor 4 Owners within 200' listed on v Owners attached ownership table A in opposition Development Services Dept. P.O. Box 9277 Corpus Christi, Texas 78469-9277 (361) 826-3240 Located 01 2406 Leopard Street /6 -/e oo O 0 Z REZONING APPLICATION Case No.: c a J [P 0 / Map No.: PC Hearing Date: 2-24-1 068050 Proj.Mgr: Hearing Location: City Hall, Council Chambers. 1201 'Leopard Street Hearing Time: 5:30 P.m. A MAXIMUM OF FIVE REZONINGS CASES ARE SCHEDULED PER HEARING. * INCOMPLETE APPLICATIONS WILL NOT BE ACCEPTED. Applicant: 7,16115- C. O/fsc e_ r i -Ai '' Mailing Address: D, iaA 413S -f city: CaRPr C, itea Contact Person : /S .'7 tz %74 5:444 z oie State: % ' ZIP: E-mail: ze A./AA/C. . lnrs-+ wa Phone: (.,4‘l ).}S3-77oc Cell: ( ) Property Owner(s): /N5 a)/tiz . .r, ti'r , ,L -R Contact Person : /S%Z74e a- Al: 5444 ZRl2• Mailing Address: ply 647 X "3 -CIL City: J 'Jvras t ,l.,h ;:"77 State: 7X ZIP: cr'4€.61. E-mail: ,1W ///S' COW CPR CT! C •-) /.ti v-, Phone: ( / ) £r3 --77c c Cell: ( t ) Subject Property Address: p77 6Z¢ Area of Request (SF/acres): 7 -c i&r Current Zoning & Use: (1L CCe_1.0 Proposed Zoning & Use: 12 -Digit Nueces County Tax ID. sl1,2i1 egad Z -,t Subdivision Name: Nc/Ecc5 K!'leg fd,2/4',41- 74 P4t,t Block: Lot(s): Legal Description if not platted. Doe, itt Ac ' 90 2 36 %d' Qzz,o24 s /i%c1 � e (A, T , - r et, j/� Subnijital Requirements: Early Assistance Meeting. Date Held ///5% ' ;with City Staff LCTICM 16741 49026r, , Land Use Statement gricisclosure of interest 2 opy of Warranty Deed IF APPLICABLE - :I Peak Hour Trip Form (if request is Inconsistent with Future Land Use Plan) ❑ Site Plan for PUD or Special Permit ❑ Metes & Bounds Description with exhibit if property includes un -platted land (sealed by RPLS) ❑ Lien Holder Authorization D Appointment of Agent Form if landowner is not signing this form I certify that I have provided the City of Corpus Christi with a complete application for review; that I am authorized to initiate this rezoning as or on behalf of the Property Owner(s); and the information provided is accurate "7"---,-7.--°' ...k , i Owner c Agent's Signature Applicant's Si ature Applicant's Printed Name Owner o /e0.4J4C.c.0 )4 . ranted Name N sAc.gz4.iZ/ TIL Office Use. Only: Date Received: e. 1-12-16 Rezoning`Fee: 1692.20. + PUD Fee n Received By: RKP L4�yiF o. Sig Required '@ $1D/sign Sign'P%sting Date: Sign Fee ADP. NW .. 10.00 ='Total Fee K10EVELOPMENTSVCSLSHAREQlLAND DEVELOPMEMVAPPLICATION FORIASIREZON NGIZONING APPLICATION 2015.00C 1702.50 Form Revised 5/12/2015 LAND USE STATEMENT 1. State the purpose of the request and include applicable background information as to the development plan for the property, i.e., usage of property, number and square footage(s) of existing and/or proposed building(s)/unit(s), building(s)/unit(s) height, parking plans/spaces, phasing schedule of development, number of employee(s) associated with the office, business or industrial development, hours of operation, modification or demolition plans for existing structure(s), type, area and setback of signage, etc. 64/4.0/N6 S Gt /sJ/CN'a..- /4f 77j17' .r /,eG,0,,,t) D/v/s/o,- 0 1P F�on►7 2� w t �� g--Y734-var e f i r �t occ '- Gr3 /d/Ge-. t77t-e-172- e ,re„c- m) W 5 , 2. Identify the existing land uses adjoining the area of request: North - A/oR7' c i /94..40j�Y17 62 se — 42e-snwe /l47Ir South - /4c. ►ems/ 1) W7i44- %4�--r-s East - /1/)/2. u - / 1 S - West - /V i r.63rt/,2.¢rvr, —/ ev - /116/sj'—��z.D C1USEASITANYAR.000WESKTOPVOAILY USEIANNIKMLAND USE STATEMENT FOR ZONING.DOC DISCLOSURE OF INTERESTS City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". NAME: i, 5 Co"OS gL�✓>\1TS L STREET: Ft2 35 _ CITY: CvRaisC 1s i 1 73u ZIP: 7cf.6, FIRM is:OCorporation eartnership OSole Owner OAssociation OOther DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name Job Title and City Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name Title A Ake - 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 /t/ o 'OE - 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 0N� CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and That supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Sit (Print Name) Signature of Certifying Person. Title: Mrs/ 00.3 Date: K 1DEVELOPMENTSVCSISHAREOILAND DEVELOPMENt'APPLICAIION FORM54REZONINGIDISCLOSURE OF INTERESTS 5 -EMENT j 12 2015.DOC DISCLOSURE OF INTERESTS City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". NAME: 4 /.i.e:Methr--O 1/; ,..5?" ,4 STREET: ger6 0040, _ji_— ' CITY: ezzr?2PuSCld-M IS77 f 7. U ZIP: NW-S.-- FIRM /semFIRM is: Corporation Oi-artnershlp °Sole Owner °Association OOther DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name Job Title and City Department (if known) 2. State the names of each 'official' of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name .r 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 4,4o n!- 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 /j/ CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure �f any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: 70001441-43 Title: yo2 /Oc.."' (Print Name) Signature of Certifying Person: J r •••••••••• Date: ! ��� AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of March 29, 2016 Second Reading Ordinance for the City Council Meeting of April 12, 2016 DATE: TO: February 15, 2016 Ronald L. Olson, City Manager FROM: Mike Markle, Chief of Police mikema@cctexas.com 886-2603 Accepting and appropriating a grant for the Internet Crimes Against Children (ICAC) Task Force program CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the Office of the Attorney General for the Internet Crimes Against Children (ICAC) Task Force program, in the amount of $5,200 to purchase equipment, supplies, and training travel for the ICAC program within the Police Department; and appropriating the $5,200 in the No. 1061 Police Grants Fund. PURPOSE: Accept the grant and appropriate the funds. BACKGROUND AND FINDINGS: The Office of Juvenile Justice and Delinquency Prevention Internet Crimes against Children Task Force program has approved a grant for the Corpus Christi Police Department Internet Crimes Against Children Task Force. The Police Department has been a member of the ICAC since 2003. These funds will be used for the purchase of equipment, supplies, and training travel. There is no match required by the City. Funds are available from January 1, 2016 through May 31, 2016. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2015-2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $5,200 $5,200 BALANCE $5,200 $5,200 Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Grant award letter Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant from the Office of the Attorney General for Internet Crimes Against Children (ICAC) Task Force program, in the amount of $5,200 to purchase equipment, supplies, and training travel for the ICAC program within the Police Department; and appropriating the $5,200 in the No. 1061 Police Grants Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the Office the Attorney General for Internet Crimes Against Children (ICAC) Task Force program, in the amount of $5,200 to purchase equipment, supplies, and training travel for the ICAC program within the Police Department. SECTION 2. That $5,200 is appropriated from the Attorney General for Internet Crimes Against Children (ICAC) Task Force Program in the No. 1061 Police Grants Fund to purchase equipment, supplies, and training travel for the ICAC program within the Police Department. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre PASSED AND APPROVED, this the th day of ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor GRANT CONTRACT BETWEEN THE OFFICE OF THE ATTORNEY GENERAL AND CORPUS CHRISTI POLICE DEPARTMENT OAG Contract No. 1665801 This grant contract is executed between the Office of the Attorney General (OAG) and Corpus Christi Police Department (GRANTEE) for certain grant funds. The Office of the Attorney General and Corpus Christi Police Department may be referred to in this contract individually as "Party" or collectively as "Parties." SECTION 1. PURPOSE OF THE CONTRACT The Internet Crimes Against Children (ICAC) Task Force Program, United States Department of Justice, Office of Justice Programs (OJP), Office of Juvenile Justice and Delinquency Prevention, seeks to maintain and expand State and regional ICAC task forces to address technology -facilitated child exploitation. These task forces work collaboratively as a national network of law enforcement and prosecutorial agencies that prevent, interdict, and investigate Internet crimes against children. The program requires existing task forces to develop multi jurisdictional, multi - agency responses to such offenses by providing funding and other support to State and local law enforcement agencies as a means to help them acquire the necessary knowledge, personnel, and equipment. The purpose of this contract is to provide reasonable contractual controls to ensure that the public purposes of the grant are achieved. SECTION 2 TERM OF THE CONTRACT This contract shall begin on January 1, 2016 and shall terminate May 31, 2016, unless it is terminated earlier or extended in accordance with another provision of this contract. The OAG is not obligated to reimburse expenses that were incurred prior to the commencement or after the termination of this contract. SECTION 3 GRANTEE'S CONTRACTUAL SERVICES 3.1 GRANTEE's Compliance with the Department of Justice, Office of Justice Programs, Office of Juvenile Justice and Delinquency Prevention, Cooperative Agreement for Award Number 2015 -MC -FX -K049. The GRANTEE will comply with the terms and conditions as set forth and required in the Cooperative Agreement between the OAG and the Department of Justice, Office of Justice Programs, Office of Juvenile Justice and Delinquency Prevention, Award Number 2015 -MC -FX -K049, (OAG Award Document), as well as the applicable provisions of the OAG ICAC Grant Application or OAG Award Document as supplemented, amended or adjusted. ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 1 of 19 3.2 Establishment of Final Project Budget; Grant Project Narrative; Special Conditions. The GRANTEE's budget is attached as Exhibit A. The GRANTEE's Project Narrative is as follows: To support certain Internet Crimes Against Children (ICAC) travel and other direct operating expenses. The Special Conditions, including the OAG Award Document, are attached as Exhibit B. The OAG, at its sole discretion, will establish the final project targets, outputs, and outcomes. In addition, the OAG, at its sole discretion, may adjust GRANTEE's budget, targets, outputs, outcomes and/or any other items as deemed appropriate by the OAG, at any time, during the term of this contract. The OAG, at its sole discretion, may supplement, amend or adjust the Special Conditions attached to this contract. SECTION 4 REQUIRED REPORTS 4.1 General Matters 4.1.1 Required Reports; Form of Reports; Filings with the OAG. GRANTEE shall forward to the OAG the applicable reports on forms as specified by the OAG. GRANTEE shall ensure that it files each document or form required by the OAG in an accurate and timely manner Unless filing dates are given herein, all other reports and other documents that GRANTEE is required to forward to the OAG shall be promptly forwarded. From time to time, the OAG may require additional information from GRANTEE. 4.1.2 Cooperation; Additional Information; Immediate Notification and Correction and Inaccuracies. GRANTEE shall cooperate fully with the OAG. In addition to the information contained in the required reports, other information may be required as requested by the OAG. GRANTTEE will immediately notify the OAG in the event GRANTEE discovers that any previously submitted information was inaccurate and forward the correction information to the OAG. 4.1.3 Notification of Changes in Organization, Changes in Authorized Official or Grant Contact. GRANTEE shall submit within ten (10) business days, notice to the OAG of any change of the following: GRANTEE's name; contact information; key personnel, officer, director or partner; organizational structure; legal standing; or authority to do business in Texas. GRANTEE shall promptly notify the OAG, preferably in advance, of a change in address or main telephone number of GRANTEE. A change in GRANTEE's name requires an amendment to the contract. To change an Authorized Official, GRANTEE must submit a written request on GRANTEE's letterhead, with original signature. GRANTEE, by an email, fax or GRANTEE letterhead signed by the Authorized Official, may request a change to the Grant Contact. ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 2 of 19 4.1.4 Standards for Financial and Programmatic Management. GRANTEE and its governing body shall bear full and sole responsibility for the integrity of the fiscal and programmatic management of the organization including financial and programmatic policies and procedures. Such fiscal and programmatic management shall include accountability for all funds and materials received from the OAG; compliance with OAG rules, policies and procedures, and applicable federal and state laws and regulations; and correction of fiscal and program deficiencies identified through self-evaluation and/or the OAG's monitoring processes. Ignorance of any contract provisions or other requirements referenced in this contract shall not constitute a defense or basis for waiving or failing to comply with such provisions or requirements. GRANTEE shall develop, implement, and maintain appropriate financial management and control systems, which include budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; accurate and complete payroll, accounting, and financial reporting records; cost source documentation; effective internal and budgetary controls; allocation of costs; and timely and appropriate audits and resolution of any findings and applicable annual financial statements. 4.1.5. Security and Confidentiality of Records. GRANTEE shall establish a method to secure the confidentiality of records required to be kept confidential by applicable federal and state law, rules and regulations. This provision shall not be construed as limiting the OAG's access to such records and other information. 4.2 Programmatic Reports 4.2.1 ICAC Semi -Annual Statistical (Performance) Reports, including Outcome Measure Reports. GRANTEE will support the OAG in its progress reporting requirements, including the reporting requirements of outcome measures. The OAG is required to report, within 30 days after the end of the reporting periods, certain outcome measures. The semi-annual reporting periods end on the last day of June and December each year. The OAG will establish deadlines for the GRANTEE to meet its requirement to report to the OAG. Contents of Semi -Annual Statistical Reports. GRANTEE shall report data to the OAG on the following outcome measures: a. Number of CyberTipLine referrals received and investigated; b. Number of indictments obtained on CyberTipLine referrals; c. Number of convictions obtained on CyberTipLine referrals; d. Number of online solicitation of a minor (or its equivalent) arrests; e. Number of online solicitation of a minor (or its equivalent) indictments obtained; f. Number of online solicitation of a minor (or its equivalent) convictions obtained; ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 3 of 19 g. Total number of ICAC -related arrests during reporting period; h. Number of partner agencies that sign memorandum certifying compliance with ICAC program guidelines; i. Number of investigative technical assistance sessions that ICAC task force provides to non-member law enforcement agencies; j. Number of computer forensic technical assistance examinations that ICAC task forces provide to non-member law enforcement agencies; k. Percent increase in arrests related to technology -facilitated child sexual exploitation and Internet Crimes Against Children; 1. Percent increase in computer forensic examinations completed by ICAC task forces; and m. Percent increase in investigative technical assistance sessions provided by ICAC task forces to non-member law enforcement agencies. 4.2.2 ICAC Task Force Program Monthly Performance Measures. GRANTEE will support the OAG in its reporting requirements of the ICAC Task Force Program Monthly Performance Measures. The OAG will establish the GRANTEE's monthly reporting deadlines. The Performance Measures shall contain, at a minimum, the following additional supporting data elements: a. Complaints; b. Case Information; c. Goals; d. Court Actions; e. Technical Assists; f. Training; and g. Community Outreach Presentations. 4.2.3 ICAC Annual Reports. GRANTEE will support the OAG in its reporting requirements of the following measures: a. Staffing levels of the task force, including the number of investigators, prosecutors, education specialists, and forensic specialists dedicated to investigating and prosecuting Internet crimes against children. b. Investigation and prosecution performance measures of the task force, including: 1. the number of investigations initiated related to Internet Crimes Against Children; 2. the number of arrests related to Internet Crimes Against Children; and 3. the number of prosecutions for Internet Crimes Against Children, including - i. whether the prosecution resulted in a conviction for such crime; and ii. the sentence and the statutory maximum for such crime ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 4 of 19 under State law. c. The number of referrals made by the task force to the United States Attorney's Office, including whether the referral was accepted by the United States Attorney. d. Statistics that account for the disposition of investigations that do not result in arrests or prosecutions, such as referrals to other law enforcement. e. The number of investigative technical assistance sessions that the task force provided to non-member law enforcement agencies. f. The number of computer forensic examinations that the task force completed. g. The number of law enforcement agencies participating in Internet Crimes Against Children program standards established by the task force. 4.2.4 Written Explanation of Variance. GRANTEE is required to provide a written explanation to the OAG for any variances by GRANTEE from projected performance. In addition to the written explanation, GRANTEE shall promptly answer any questions of the OAG, whether in writing or otherwise, in connection with the reports presented to the OAG. 4.2.5 Other Program Reports. GRANTEE shall cooperate fully in any social studies, fiscal or programmatic monitoring, auditing, evaluating, and other reviews pertaining to services rendered by GRANTEE, which may be conducted by the OAG or its designees. GRANTEE shall submit service delivery reports required by the contract or self -evaluations of performance and other reports requested by the OAG in appropriate format and on a timely basis. GRANTEE also shall make available at reasonable times and for reasonable periods client records and other programmatic or financial records, books, reports, and supporting documents for reviewing and copying by the OAG or its designees. 4.3 Financial Matters 4.3.1 Grant Budgets. With regard to the use of funds pursuant to this contract, GRANTEE will immediately review the annual budget as established in this contract. 4.3.2 Monthly Request for Reimbursement and Financial Status Report. Grant funds are paid on a cost reimbursement basis. GRANTEE will submit, each month, a monthly request for reimbursement for the actual and allowable allocable costs incurred by GRANTEE for project costs to provide services under this contract. The payments made to GRANTEE shall not exceed its actual and allowable allocable costs to provide the services under this contract. The request for reimbursement will be submitted to the OAG in the form and manner as approved by the OAG and will specify the detailed and total expenses for the month, in the following cost categories: (i) personnel and fringe benefits, reported separately, (ii) professional and consulting services, (iii) travel, (iv) equipment, (v) supplies, and (vi) other direct operating expenses. The ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 5 of 19 request for reimbursement must be accompanied by supporting documentation as required by the OAG. The OAG may from time to time require different or additional supporting documentation. A financial status report is required each month, whether GRANTEE has paid expenses, or is seeking reimbursement. 4.3.3 Fiscal Year End Required Reports. On or before July 15, 2016 or a date as established by the OAG, GRANTEE must submit the following two reports: Record of Reimbursement. GRANTEE will submit a reconciled record of its expenses for the prior fiscal year in the following cost categories: (i) personnel and fringe benefits, reported separately, (ii) professional and consulting services, (iii) travel, (iv) equipment, (v) supplies, and (vi) other direct operating expenses. Equipment Inventory Report. GRANTEE will submit an Equipment Inventory Report which provides record of the current inventory of items purchased, disposed, replaced or transferred of any equipment purchased with grant funds. 4.3.4 Annual Independent Financial Audit Report. GRANTEE shall timely submit to the OAG a copy of its annual independent financial audit — "timely" means on or before May 31 for a grantee whose fiscal year ends on August 31 of each year; otherwise, the timely submission to the OAG is on or before nine (9) months after the end of GRANTEE's accounting year. GRANTEE will contract an independent CPA firm to perform an annual financial audit engagement. GRANTEE's independent CPA firm will determine the type of annual financial audit, which may include a compliance attestation in accordance with the requirements of OMB Circular A-133 (audits of State, Local Government, and Non -Profit Organizations) and/or Texas Single Audit Circular (Single Audit or non -Single Audit financial audit). If applicable, GRANTEE will provide the OAG with any and all annual independent financial audits or audited financial statements, related management letters, and management responses of GRANTEE. 4.3.5 Timing of Submission of Request for Reimbursement to the OAG; Close Out Invoice. GRANTEE is responsible for submitting bills in an accurate and timely manner, and shall make every reasonable effort to submit monthly billings to the OAG, which cover the previous month's expenses, so that they are received by the OAG on or before the twentieth (20th) of each month, or if the 20th falls on a weekend or holiday, the next business day. The OAG will make all reasonable efforts to promptly process and make payments on properly completed billings. GRANTEE may submit a final invoice not later than the earlier of (1) forty-five (45) calendar days after termination of this contract; or (2) forty-five (45) calendar days after the end of each state fiscal year. 4.3.6 Reimbursement of Actual and Allowable Costs. The OAG shall only reimburse costs incurred and paid by GRANTEE during the term of this contract. The OAG shall only reimburse GRANTEE for employee costs that are directly related to performing the responsibilities of this contract. 4.3.7 Refunds and Deductions. If the OAG determines that GRANTEE has been overpaid grant ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 6 of 19 funds under this contract, such as payments made inadvertently or payments made but later determined to not be actual and allowable allocable costs, GRANTEE shall refund that amount of the OAG reimbursement identified by the OAG as an overpayment. The OAG may offset and deduct the amount of the overpayment from any amount owed to GRANTEE, as a reimbursement, but not yet paid by the OAG to GRANTEE. The OAG may choose to require a payment directly from GRANTEE rather than offset and deduct a specified amount. GRANTEE shall refund any overpayment to the OAG within thirty (30) calendar days of the receipt of the notice of the overpayment from the OAG unless an alternate payment plan is specified by the OAG. 4.3.8 Purchase of Equipment; Maintenance and Repair; Title upon Termination. GRANTEE shall not give any security interest, lien or otherwise encumber any item of equipment purchased with contract funds. GRANTEE shall permanently identify all equipment purchased under this contract by appropriate tags or labels affixed to the equipment. GRANTEE shall maintain a current inventory of all equipment which shall be available to the OAG at all times upon request; however, a title for equipment will remain with Grantee. GRANTEE will maintain, repair, and protect all equipment purchased in whole or in part with grant funds so as to ensure the full availability and usefulness of such equipment. In the event GRANTEE is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the equipment purchased under this contract, it shall use the proceeds to repair or replace said equipment. 4.3.9 Direct Deposit. GRANTEE may make a written request to the OAG to be placed on Direct Deposit status by completing and submitting to the OAG the State Comptroller's Direct Deposit Authorization Form. After the direct deposit request is approved by the OAG and the setup is completed on the Texas Identification Number System by the State Comptroller's Office, payment will be remitted by direct deposit and the OAG will discontinue providing GRANTEE with copies of reimbursement vouchers. SECTION 5 OBLIGATIONS OF OAG 5.1 Monitoring. The OAG is responsible for closely monitoring GRANTEE to ensure the effective and efficient use of grant funds to accomplish the purposes of this contract. 5.2 Maximum Liability of OAG. The maximum liability of the OAG is contained in the attached Exhibit A. Any change to the maximum liability must be supported by a written amendment to this contract. 5.3 Reimbursement of Grantee Expenses. The OAG shall be obligated to reimburse GRANTEE for all actual and allowable allocable costs incurred by GRANTEE pursuant to this contract. The OAG is not obligated to pay unauthorized costs. Prior written approval from the OAG is required if GRANTEE anticipates altering the scope of the grant, adding funds to previously un -awarded budget categories, changing funds in any awarded budget category by more than 10% of the annual budget and/or adding new line items to any awarded budget category. ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 7 of 19 5.4 Contract Not Entitlement or Right. Reimbursement with contract funds is not an entitlement or right. Reimbursement depends, among other things, upon strict compliance with all terms, conditions and provisions of this contract. The OAG and GRANTEE agree that any act, action or representation by either party, their agents or employees that purports to increase the maximum liability of the OAG is void unless a written amendment to this contract is first executed. GRANTEE agrees that nothing in this contract will be interpreted to create an obligation or liability of the OAG in excess of the funds delineated in this contract. 5.5 Funding Limitation. GRANTEE agrees that funding for this contract is subject to the actual receipt by the OAG of grant funds (state and/or federal) appropriated to the OAG. GRANTEE agrees that the grant funds if any, received from the OAG are limited by the term of each state biennium and by specific appropriation authority to and the spending authority of the OAG for the purpose of this contract. GRANTEE agrees that, notwithstanding any other provision of this contract, if the OAG is not appropriated the funds or if the OAG does not receive the appropriated funds for this grant program, or if the funds appropriated to the OAG for this grant program are required by the state to be reallocated to fund other state programs or purposes, the OAG is not liable to pay the GRANTEE any remaining balance on this contract. SECTION 6 TERMINATION 6.1 Termination for Convenience. Either Party may, at its sole discretion, terminate this contract without recourse, liability or penalty, upon thirty (30) calendar days notice to the other party. 6.2 Termination for Cause. In the event that GRANTEE fails to perform or comply with an obligation of the terms, conditions and provisions of this contract, the OAG may, upon written notice of the breach to GRANTEE, immediately terminate this contract. 6.3 Termination Not Exclusive Remedy; Survival of Terms and Conditions. Termination is not an exclusive remedy, but will be in addition to any other rights and remedies provided in equity, by law, or under this contract. Termination of this contract for any reason or expiration of this contract shall not release the Parties from any liability or obligation set forth in this contract that is expressly stated to survive any such termination or by its nature would be intended to be applicable following any such termination. The following terms and conditions, (in addition to any others that could reasonably be interpreted to survive but are not specifically identified), survive the termination or expiration of this contract: Sections 4, 5, 7; 11; and 12. SECTION 7 AUDIT RIGHTS; RECORDS RETENTION ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 8 of 19 7.1 Duty to Maintain Records. GRANTEE shall maintain adequate records that enable the OAG to verify all reporting measures and requests for reimbursements related to this contract. GRANTEE also shall maintain such records as are deemed necessary by the OAG, OAG's auditor, the State Auditor's Office or other auditors of the State of Texas, the federal government or such other persons or entities designated by the OAG, to ensure proper accounting for all costs and performances related to this contract. 7.2 Records Retention. GRANTEE shall maintain and retain records for a period of seven (7) years after the contract is completed or expires, or all issues that arise from any litigation, claim, negotiation, audit, open records request, administrative review, or other action involving the contract are resolved. The records include, but may not be limited to, the contract, any contract solicitation documents, any documents that are necessary to fully disclose the extent of services provided under this contract, any daily activity reports and time distribution and attendance records, and other records that may show the basis of the charges made or performances delivered. 7.3 Audit Trails. GRANTEE shall maintain appropriate audit trails to provide accountability for all reporting measures and requests for reimbursements. Audit trails maintained by GRANTEE will, at a minimum, identify the supporting documentation prepared by GRANTEE to permit an audit of its systems. GRANTEE's automated systems, if any, must provide the means whereby authorized personnel have the ability to audit and to verify contractually required performances and to establish individual accountability for any action that can potentially cause access to, generation of, or modification of confidential information. 7.4 Access and Audit. At the request of the OAG, GRANTEE shall grant access to and make available all paper and electronic records, books, documents, accounting procedures, practices, and any other items relevant to the performance of this contract, compliance with the applicable state or federal laws and regulations, and the operation and management of GRANTEE to the OAG or its designees for the purposes of inspecting, auditing, or copying such items. GRANTEE will direct any other entity, person, or contractor receiving fund directly under this contract or through a subcontract under this contract to likewise permit access to, inspection of, and reproduction of all books, records and other relevant information of the entity, person or contractor that pertain to this contract. All records, books, documents, accounting procedures, practices, and any other items, in whatever form, relevant to the performance of this contract shall be subject to examination or audit. Whenever practical as determined at the sole discretion of the OAG, the OAG shall provide GRANTEE with up to five (5) business days advance notice of any such examination or audit. 7.5 State Auditor. In addition to and without limitation on the other audit provisions of this contract, pursuant to Section 2262.154 of the Texas Government Code, the State Auditor's Office may conduct an audit or investigation of GRANTEE or any other entity or person receiving funds from the State directly under this contract or indirectly through a subcontract under this contract. The acceptance of funds by GRANTEE or any other entity or person directly under this contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the State Auditor's Office, under the direction of the Legislative Audit Committee, to conduct an audit or investigation in connection with those funds. Under the direction of the Legislative Audit ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 9 of 19 Committee, GRANTEE or another entity that is the subject of an audit or investigation by the State Auditor's Office must provide the State Auditor's Office with access to any information the State Auditor's Office considers relevant to the investigation or audit. GRANTEE further agrees to cooperate fully with the State Auditor's Office in the conduct of the audit or investigation, including providing all records requested. GRANTEE shall ensure that this paragraph concerning the authority to audit funds received indirectly by subcontractors through GRANTEE and the requirement to cooperate is included in any subcontract it awards. The State Auditor's Office shall at any time have access to and the right to examine, audit, excerpt, and transcribe any pertinent books, documents, working papers, and records of GRANTEE related to this contract. 7.6 Location. Any audit of records shall be conducted at GRANTEE's principal place of business and/or the location(s) of GRANTEE's operations during GRANTEE's normal business hours. GRANTEE shall provide to OAG or its designees, on GRANTEE's premises (or if the audit is being performed of a subcontractor, the subcontractor's premises if necessary) private space, office furnishings (including lockable cabinets), telephone and facsimile services, utilities and office -related equipment and duplicating services as OAG or its designees may reasonably require to perform the audits described in this contract. SECTION 8 SUBMISSION OF INFORMATION TO THE OAG The OAG will designate methods for submission of information to the OAG by GRANTEE. The OAG generally requires submission of information via email or hard copy format. Some reporting requirements must occur via the internet and/or a web -based data collection method. Programmatic Reports and Information (excluding Financial Reports). All quarterly statistical reports, annual performance reports, correspondence, reports or notices, except financial reports specified below, must be submitted via email to: OAG-Grants@texasattorneygeneral.gov If requested or approved by the OAG, other programmatic reports may be submitted to: Program Manager — Contracts and Asset Management Division Office of the Attorney General Mail Code 005 Post Office Box 12548 Austin, Texas 78711-2548 8.2 Financial Reports (excluding Programmatic Reports and Information). All financial status reports, requests for reimbursement, audits, and inventory reports, must be submitted in hard copy format to: Financial Manager — Contracts and Asset Management Division Office of the Attorney General ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 10 of 19 Mail Code 005 Post Office Box 12548 Austin, Texas 78711-2548 The Annual Independent Financial Audit and related documents, as well as any other reports, if requested or approved by the OAG, may be submitted to: OAG-Grants@texasattorneygeneral.gov SECTION 9 CORRECTIVE ACTION PLANS AND SANCTIONS The Parties agree to make a good faith effort to identify, communicate and resolve problems found by either the OAG or GRANTEE. 9.1 Corrective Action Plans. If the OAG finds deficiencies with GRANTEE's performance under this contract, the OAG, at its sole discretion, may impose one or more of the following remedies as part of a corrective action plan: increase monitoring visits; require that additional or more detailed financial and/or programmatic reports be submitted; require prior approval for expenditures; require additional technical or management assistance and/or make modifications in business practices; reduce the contract amount; and/or terminate this contract. The foregoing are not exclusive remedies, and the OAG may impose other requirements that the OAG determines will be in the best interest of the State. 9.2 Financial Hold. Failure to comply with submission deadlines for required reports, invoices, or other requested information, may result in the OAG, at its sole discretion, placing GRANTEE on immediate financial hold without further notice to GRANTEE and without first requiring a corrective action plan. No reimbursements will be processed until the requested information is submitted. If GRANTEE is placed on financial hold, the OAG, at its sole discretion, may deny reimbursement requests associated with the expenses incurred during the time GRANTEE was placed on financial hold. 9.3 Sanctions. In addition to financial hold, the OAG, at its sole discretion, may impose other sanctions without first requiring a corrective action plan. The OAG, at its sole discretion, may impose sanctions, including, but not limited to, withholding or suspending funding, offsetting previous reimbursements, requiring repayment, disallowing claims for reimbursement, reducing funding, terminate this contract and/or any other appropriate sanction. 9.4 No Waiver. Notwithstanding the imposition of corrective actions, financial hold and/or sanctions, GRANTEE remains responsible for complying with the contract terms and conditions. Corrective action plans, financial hold and/or sanctions do not excuse or operate as a waiver of prior failure to comply with this contract. SECTION 10 GENERAL TERMS AND CONDITIONS ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 11 of 19 10.1 Federal and State Laws, Rules and Regulations, Directives, Guidelines, OMBs and Other Relevant Authorities. GRANTEE agrees to comply with all applicable federal and state laws, rules and regulations, directives, guidelines, OMB circulars, or any other authorities relevant to the performance of GRANTEE under this contract. 10.2 Uniform Grant Management Act, UGMS and Applicable Standard Federal and State Certifications and Assurances. GRANTEE agrees to comply with applicable laws, executive orders, regulations and policies as well as the Uniform Grant Management Act of 1981 (UGMA), Texas Government Code, Chapter, 783, as amended. GRANTEE also agrees to comply with Uniform Grant Management Standards (UGMS), as promulgated by the Texas Governor's Budget and Planning Office. Further, GRANTEE agrees to comply with the applicable OAG Certifications and Assurances as contained in the Application Kit. 10.3 Generally Accepted Accounting Principles or Other Recognized Accounting Principles. GRANTEE shall adhere to Generally Accepted Accounting Principles (GAAP) promulgated by the American Institute of Certified Public Accountants, unless other recognized accounting principles are required by GRANTEE. Grantee shall follow OAG fiscal management policies and procedures in processing and submitting for reimbursement GRANTEE's billing and maintaining financial records relating to this contract. 10.4 Conflicts of Interest; Disclosure of Conflicts. GRANTEE has not given or offered to give, nor does GRANTEE intend to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant or employee of the OAG, at any time during the negotiation of this contract or in connection with this contract, except as allowed under relevant state or federal law. GRANTEE will establish safeguards to prohibit its employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. GRANTEE will operate with complete independence and objectivity without actual, potential or apparent conflict of interest with respect to its performance under this contract. GRANTEE must disclose, in writing, within fifteen (15) calendar days of discovery, any existing or potential conflicts of interest relative to its performance under this contract. 10.5 Compliance with Regulatory and Licensing Bodies. GRANTEE agrees that it has obtained all licenses, certifications, permits and authorizations necessary to perform the responsibilities of this contract and currently is in good standing with all regulatory agencies that regulate any or all aspects of GRANTEE's business or operations. GRANTEE agrees to remain in good standing with the Texas Secretary of State, Texas Comptroller of Public Accounts and related federal governmental bodies related to GRANTEE's right to conduct its business in Texas. GRANTEE agrees to comply with all applicable licenses, legal certifications, inspections, and any other applicable local ordinance or state, or federal laws. If GRANTEE is a law enforcement agency regulated by Chapter 1701, Texas Occupations Code, GRANTEE agrees that it is in compliance with all rules developed by the Texas Commission on Law Enforcement Officer Standards and Education. ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 12 of 19 SECTION 11 SPECIAL TERMS AND CONDITIONS 11.1 Independent Contractor Status; Indemnity and Hold Harmless Agreement. GRANTEE expressly agrees that it is an independent contractor and under no circumstances shall any owner, incorporator, officer, director, employee, or volunteer of GRANTEE be considered an OAG employee, agent, servant, joint venturer, joint enterpriser or partner of the OAG. GRANTEE agrees to take such steps as may be necessary to ensure that each contractor of GRANTEE will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, joint enterpriser or partner of OAG. All persons furnished, used, retained, or hired by or on behalf of GRANTEE or any of GRANTEE'S contractors shall be considered to be solely the employees or agents of GRANTEE or the contractors. GRANTEE or GRANTEE'S contractors shall be responsible for ensuring that any and all appropriate payments are made, such as unemployment, workers compensation, social security, any benefit available to a state employee as a state employee, and other payroll taxes for such persons, including any related assessments or contributions required by law. To the extent allowed by law, GRANTEE or contractors are responsible for all types of claims whatsoever due to the actions or performance under this contract, including, but not limited to, the use of automobiles or other transportation taken by its owners, incorporators, officers, directors, employees, volunteers or any third parties. GRANTEE and/or contractors will indemnify and hold harmless the OAG and/or the State of Texas from and against any and all claims arising out of actions or performance of GRANTEE or GRANTEE'S contractors under this contract. To the extent allowed by law, GRANTEE agrees to indemnify and hold harmless the OAG and/or the State of Texas from any and all liability, actions, claims, demands, or suits, and all related costs, attorney fees, and expenses, that arise from or are occasioned by the negligence, misconduct, or wrongful act or omission of GRANTEE, its employees, representatives, agents, or subcontractors in their performance under this contract. 11.2 Publicity. GRANTEE shall not use the OAG's name or refer to the OAG directly or indirectly in any media release, public service announcement or public service disclosure relating to this contract or any acquisition pursuant hereto, including in any promotional or marketing materials, without first obtaining written consent from the OAG. This section is not intended to and does not limit GRANTEE's ability to comply with its obligations and duties under the Texas Open Meetings Act and/or the Texas Public Information Act. 11.3 Intellectual Property. GRANTEE understands and agrees that where funds obtained under this contract may be used to produce original books, manuals, films, or other original material and intellectual property, GRANTEE may copyright such material subject to the royalty - free, non-exclusive, and irrevocable license which is hereby reserved by the OAG and granted by GRANTEE to the OAG or the state (or federal government, if federal funds are expended in this grant) government. The OAG is granted the unrestricted right to use, copy, modify, prepare derivative works, publish and distribute, at no additional cost to the OAG, in any manner the OAG ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 13 of 19 deems appropriate at its sole discretion, any component of such intellectual property made the subject of this contract. 11.4 Program Income. Gross income directly generated from the grant funds through a project or activity performed under this contract are considered program income. Unless otherwise required under the terms of this contract, any program income shall be used by GRANTEE to further the program objectives of the project or activity funded by this grant, and the program income shall be spent on the same project or activity in which it was generated. GRANTEE shall identify and report this income in accordance with the OAG's reporting instructions. GRANTEE shall expend program income during this contract term; program income not expended in this contract term shall be refunded to the OAG. 11.5 No Supplanting. GRANTEE shall not supplant or otherwise 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. 11.6 No Solicitation or Receipt of Funds on Behalf of OAG. It is expressly agreed that any solicitation for or receipt of funds of any type by GRANTEE is for the sole benefit of GRANTEE and is not a solicitation for or receipt of funds on behalf of the OAG or the Attorney General of the State of Texas. 11.7 No Subcontracting or Assignment Without Prior Written Approval of OAG. GRANTEE may not subcontract or assign any of its rights or duties under this contract without the prior written approval of the OAG. It is within the OAG's sole discretion to approve any subcontracting or assignment. In the event OAG approves subcontracting or assignment by GRANTEE, GRANTEE will ensure that its contracts with others comply with the provisions of this contract GRANTEE, in subcontracting for any performances specified herein, expressly understands and agrees that it is not relieved of its responsibilities for ensuring that all performance is in compliance with this contract and that the OAG shall not be liable in any manner to GRANTEE's subcontractor(s). 11.8 No Waiver of Sovereign Immunity. The Parties agree that no provision of this contract is in any way intended to constitute a waiver by the OAG or the State of Texas of any immunities from suit or from liability that the OAG or the State of Texas may have by operation of law. 11.9 Governing Law; Venue. This contract is made and entered into in the State of Texas. This contract and all disputes arising out of or relating thereto shall be governed by the laws of the State of Texas, without regard to any otherwise applicable conflict of law rules or requirements. Except where state law establishes mandatory venue, GRANTEE agrees that any action, suit, litigation or other proceeding (collectively "litigation") arising out of or in any way relating to this contract shall be commenced exclusively in the Travis County District Court or the United States District Court in the Western District, Austin Division, and to the extent allowed by law, hereby irrevocably and unconditionally consent to the exclusive jurisdiction of those courts for the purpose of prosecuting and/or defending such litigation. GRANTEE hereby waives and agrees not ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 14 of 19 to assert by way of motion, as a defense, or otherwise, in any suit, action or proceeding, any claim that GRANTEE is not personally subject to the jurisdiction of the above-named courts, the suit, action or proceeding is brought in an inconvenient forum and/or the venue is improper. 11.11 Catalog of Federal Domestic Assistance Number. The Catalog of Federal Domestic Assistance Number (CFDA) number for the Department of Justice, Office of Justice Programs, Office of Juvenile Justice and Delinquency Prevention program is 16.543, titled "Missing Children's Assistance." 11.12 MOU between OAG and GRANTEE. The OAG and GRANTEE will have in place a Memorandum of Understanding that outlines the duties and responsibilities of GRANTEE as a member of the Internet Crimes Against Children Task Force. GRANTEE agrees to comply with the approved Department of Justice, Office of Justice Programs, Office of Juvenile Justice and Delinquency Prevention ICAC Task Force Operational and Investigative Standards. SECTION 12 CONSTRUCTION OF CONTRACT AND AMENDMENTS 12.1 Construction of Contract. The provisions of Section 1 are intended to be a general introduction to this contract. To the extent the terms and conditions of this contract do not address a particular circumstance or are otherwise unclear or ambiguous, such terms and conditions are to be construed consistent with the general objectives, expectations and purposes of this contract. 12.2 Entire Agreement, including Exhibits. This contract, including all exhibits, reflect the entire agreement between the Parties with respect to the subject matter therein described, and there are no other representations (verbal or written), directives, guidance, assistance, understandings or agreements between the Parties relative to such subject matter. By executing this contract, GRANTEE agrees to strictly comply with the requirements and obligations of this contract, including all exhibits. 12.3 Amendment. This contract shall not be modified or amended except in writing, signed by both parties. Any properly executed amendment of this contract shall be binding upon the Parties and presumed to be supported by adequate consideration. 12.4 Partial Invalidity. If any term or provision of this contract is found to be illegal or unenforceable, such construction shall not affect the legality or validity of any of its other provisions. The illegal or invalid provision shall be deemed severable and stricken from the contract as if it had never been incorporated herein, but all other provisions shall continue in full force and effect. 12.5 Non -waiver. The failure of any Party to insist upon strict performance of any of the terms or conditions herein, irrespective of the length of time of such failure, shall not be a waiver of that party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this contract shall constitute a consent or waiver to or of any breach or default in the performance of the same or any ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 15 of 19 other obligation of this contract. 12.6 Official Capacity. The Parties agree that the signatories hereto are signing, executing and performing this contract only in their official capacity. OFFICE OF THE ATTORNEY CORPUS CHRISTI POLICE GENERAL OF TEXAS DEPARTMENT Printed Name: Printed Name: Office of the Attorney General Authorized Official ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 16 of 19 EXHIBIT A GRANT CONTRACT BETWEEN THE OFFICE OF THE ATTORNEY GENERAL AND CORPUS CHRISTI POLICE DEPARTMENT OAG Contract No. 1665801 Maximum Liability of the OAG. The OAG and GRANTEE agree that the total liability of the OAG to GRANTEE, directly or indirectly, arising out of this contract for reimbursement of all expenses, shall not exceed: FIVE THOUSAND TWO HUNDRED AND 00/100 ($5,200) DOLLARS Subject to the limitations within this contract, the OAG will reimburse GRANTEE for actual allowable and allocable costs paid according to the following amounts and budget categories: Budget Category Amount Personnel $0 Fringe Benefits $0 Professional & Contractual Services $0 Travel $1,500 Equipment $0 Supplies $0 Other Direct Operating Expenses $3,700 Total $5,200 The maximum allowable expense for lodging is $138.00 per guest room per night including applicable taxes; the maximum allowable expense for meals is $69.00 per day. ACTUAL RECEIPTS for all expenses including, but not limited to, lodging, meals, rental cars and airfare MUST BE SUBMITTED. Alcohol and tips will not be reimbursed. If applicable, the GRANTEE must submit a copy of the registration form to any training attended, the syllabus for the training, and a certificate of completion. ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 17 of 19 The OAG cannot approve payment for non-refundable airline tickets and/or penalty fees incurred for altered travel plans (and/or any other expenses) should the conference/training be canceled or should the attendee not attend the training for any reason. ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 18 of 19 EXHIBIT B GRANT CONTRACT BETWEEN THE OFFICE OF THE ATTORNEY GENERAL AND CORPUS CHRISTI POLICE DEPARTMENT OAG Contract No. 1665801 SPECIAL CONDITIONS Special Conditions are imposed by the OAG at its sole discretion. In addition to the ones identified in this exhibit to this contract, the OAG may, at its sole discretion, impose additional special conditions, with or without notice, without amending this contract. GRANTEE's signature on this contact will be treated as a signature agreement for each of the twenty-one (21) pages of the Special Conditions, as attached. The Special Conditions that apply to this contract are: • Department of Justice, Office of Justice Programs, Office of Juvenile Justice and Delinquency Prevention, Special Conditions of the Cooperative Agreement (OAG Award Document), 2015 -MC -FX -K049, and any subsequent award document. ➢ Nine (9) pages. • Compliance with the Department of Justice, Office of Justice Programs, Office of Juvenile Justice and Delinquency Prevention, as provided in memo to Official Grant File, to Texas Office of the Attorney General and any subsequent award document. ➢ One (1) page. • Department of Justice, Office of Justice Programs, Office of Juvenile Justice and Delinquency Prevention, Project Summary (OAG Award Document), 2015 -MC -FX - K049. ➢ Two (2) pages. • Compliance with the Department of Justice, Office of Justice Programs, Office of Civil Rights, as provided in letter dated September 21, 2015, to Texas Office of the Attorney General and any subsequent award document. ➢ Three (3) pages. • Department of Justice, Office of Justice Programs, Assurances — Standard Assurances. ➢ Six (6) pages. ICAC Subrecipient Grant Contract—Corpus Christi Police Department 1665801 Page 19 of 19 Department of Justice Office ofJustice Programs Office of Juvenile Justice and Delinquency Prevention Cooperative Agreement I. RECIPIENT NAME AND ADDRESS (Including Zip Code) Texas Office of the Attorney General PO Box 12548 Austin, TX 78711-2548 2a. GRANTEE IRS/VENDOR NO. 746000057 21,. GRANTEE DUNS NO. 806780789 4. AWARD NUMBER: 2015 -MC -FX -K049 PAGE 1 OF 9 5. PROJECT PERIOD: FROM 07/0112015 TO 06/30/2016 BUDGET PERIOD: FROM 07/01/2015 TO 06/30/2016 6. AWARD DATE 09/21Y2015 8. SUPPLEMENT NUMBER 00 7. ACTION Initial 9. PREVIOUS AWARD AMOUNT S 0 3. PROJECT TITLE Texas Office Of the Attorney General Southern ICAC Task Force 10. AMOUNT OF THIS AWARD S 492,200 1I. TOTAL AWARD S 492.200 12. SPECIAL CONDITIONS THE ABOVE GRANT PROJECT IS APPROVED SUBJECT TO SUCH CONDITIONS OR LIMITATIONS AS ARE SET FORTH ON THE ATTACHED PAGE(S). 13. STATUTORY AUTHORITY FOR GRANT This project is supported under FY15(OJJDP ICAC Task Force) Pub. L. No. 113.235; 128 Slat. 2130, 2195 14 . CATALOG OF DOMESTIC FEDERAL ASSISTANCE (CFDA Number) 16.543 - Missing Children's Assistance 15. METHOD OF PAYMENT GPRS AGENCY APPROVAL 16. TYPED NAME AND TITLE OF APPROVING OFFICIAL GRANTEE ACCEPTANCE 18. TYPED NAME AND TITLE OF AUTHORIZED GRANTEE OFFICIAL Karol Virginia Mason Adrienne McFarland Deputy Attorney General for Criminal Justice Assistant Attorney General 17. SIGNATURE OF APPROVING OFFICIAL MQ . ti 19. 5IGNAT OF UTHOR1ZE ECIPIENT OFFICIAL 19A. DATE AGENCY USE ONLY 20. ACCOUNTING CLASSIFICATION CODES 21. PMCTGT0248 FISCAL FUND BUD. DIV. YEAR CODE ACT. OFC. REG. SUB. POMS AMOUNT X F MC 70 00 00 492200 OJP FORM 400012 (REV. 5-87) PREVIOUS EDITIONS ARE OBSOLETE. OR FORM 4000/2 (REV. 4-88) Department ofJustice Office ofJustice Programs Office of Juvenile Justice and Delinquency Prevention AWARD CONTINUATION SHEET Cooperative Agreement PROJECT NUMBER 2015 -MC -FX -K049 AWARD DATE 09/21/2015 SPECIAL CONDITIONS 1. Applicability of Part 200 Uniform Requirements PAGE 2 OF 9 The Uniform Administrative Requirements, Cost Principles. and Audit Requirements in 2 C.F.R. Part 200, as adopted and supplemented by the Department ofJustice (DOJ) in 2 C.F.R. Pan 2800 (the "Part 200 Unifonn Requirements") apply to this 2015 award from the Office ofJustice Programs (OJP). For this 2015 award, the Part 200 Uniform Requirements, which were first adopted by DOJ on December 26, 2014, supersede, among other things, the provisions of 28 C.F.R. Parts 66 and 70, as well as those oft C.F.R. Parts 215.220, 225, and 230, If this 2015 award supplements funds previously awarded by OJP under the same award number. the Part 200 Uniform Requirements apply with respect to all award funds (whether derived from the initial award or a supplemental award) that are obligated on or after the acceptance date of this 2015 award. Potential availability of grace period for procurement standards: Under the Part 200 Uniform Requirements, a time- limited grace period may be available under certain circumstances to allow for transition from policies and procedures that complied with previous standards for procurements under federal awards to policies and procedures that comply with the new standards (that is, to those at 2 C.F.R. 200.317 through 200.326). For more information on the Part 200 Uniform Requirements, including infonnation regarding the potentially -available grace period described above, see the Office ofJustice Programs (OW) website at http:llojp. govlfundingiPart200 Un i form R cqu i renments.htm. In the event that an award -related question arises from documents or other materials prepared or distributed by OJP that may appear to conflict with, or differ in some way from, the provisions of the Part 200 Uniform Requirements, the recipient is to contact OJP promptly for clarification. 2. The recipient agrees to comply with the Department ofJustice Grants Financial Guide as posted on the OJP website (currently, the "2015 DOJ Grants Financial Guide"). 3. The recipient acknowledges that failure to submit an acceptable Equal Employment Opportunity Plan (if recipient is required to submit one pursuant to 28 C.F.R. Section 42302) that is approved by the Office for Civil Rights is a violation of the Standard Assurances executed by the recipient, and may result in suspension of funding until such time as the recipient is in compliance, or termination of the award. 4. The recipient understands and agrees that OJP may withhold award funds, or may impose other related requirements, if the recipient does not satisfactorily and promptly address outstanding issues from audits required by the Part 200 Uniform Requirements (or by the terms of this award), or other outstanding issues that arise in connection with audits, investigations. or reviews of DOJ awards. 5. Recipient understands and agrees that it cannot use any federal funds. either directly or indirectly, in support of the enactment, repeal, modification or adoption of any law, regulation or policy, at any level of government. without the express prior written approval of OJP. 6. The recipient and any subrecipients must promptly refer to the DOJ 010 any credible evidence that a principal, employee, agent, subrecipient, contractor, subcontractor, or other person has -- (1) submitted a claim for award funds that violates the False Claims Act; or (2) committed a criminal or civil violation ()flaws pertaining to fraud. conflict of interest, bribery, gratuity, or similar misconduct involving award funds. Potential fraud, waste. abuse, or misconduct should be reported to the 010 by - mail: Office of the Inspector General U.S. Department ofJustice Investigations Division 950 Pennsylvania Avenue, N.W. Room 4706 Washington, DC 20530 e-mail: oig.hotline ct✓iiusdoj.gov hotline: (contact information in English and Spanish): (800) 869-4499 or hotline fax: (202) 616-9881 Additional information is available from the DOJ OIG website at www,usdoj.govloig OJP FORM 4000/2 (REV. 4-88) c,41- Initials 9 Initials Department ofJustice Office ofJustice Programs Office of Juvenile Justice and Delinquency Prevention PROJECT NUMBER 2015 -MC -FX -K049 AWARD CONTINUATION SHEET PAGE 3 OF 9 Cooperative Agreement AWARD DATE 09/21f2015 SPECIAL CONDITIONS 7. Restrictions and certifications regarding non -disclosure agreements and related matters No recipient or subrecipient under this award, or entity that receives a contract or subcontract with any funds under this award, may require any employee or contractor to sign an internal confidentiality agreement or statement that prohibits or otherwise restricts, or purpons to prohibit or restrict, the reporting (in accordance with law) of waste, fraud. or abuse to an investigative or law enforcement representative of a federal department or agency authorized to receive such information. The foregoing is not intended, and shall not be understood by the agency making this award, to contravene requirements applicable to Standard Form 312 (which relates to classified information), Form 4414 (which relates to sensitive compartmented information), or any other form issued by a federal department or agency governing the nondisclosure of classified information. 1. In accepting this award, the recipient -- a. represents that it neither requires nor has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above: and b. certifies that, if it learns or is notified that it is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict). reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds, will provide prompt written notification to the agency making this award. and will resume (or pennit resumption of)such obligations only if expressly authorized to do so by that agency. 2. t f the recipient does or is authorized to make subawards or contracts under this award -- a. it represents that -- (1) it has determined that no outer entity that the recipient's application proposes may or will receive award funds (whether through a subaward, contract, or subcontract) either requires or has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above; and (2) it has made appropriate inquiry, or otherwise has an adequate factual basis, to support this representation; and b. it certifies that, if it teams or is notified that any subrecipient, contractor, or subcontractor entity that receives funds under this award is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds to or by that entity, will provide prompt written notification to the agency making this award, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that agency. 8. Recipient understands and agrees that it cannot use any federal funds, either directly or indirectly, in support of any contract or subaward to either the Association of Community Organizations for Reform Now (ACORN) or its subsidiaries, without the express prior written approval of OW. 9. The recipient agrees to comply with any additional requirements that may be imposed during the grant performance period if the agency determines that the recipient is a high-risk grantee. OJP FORM 400012 (REV. 1-88) Department of Justice Office of Justice Programs Office of Juvenile Justice and Delinquency Prevention AWARD CONTINUATION SHEET Cooperative Agreement PROJECT NUMBER 20I5 -MC -FX -K049 AWARD DATE 09/21/2015 PAGE 4 OF 9 SPECIAL CONDITIONS 10. The recipient agrees to comply with applicable requirements regarding registration with the System for Award Management (SAM) (or with a successor government -wide system officially designated by OMB and OJP). The recipient also agrees to comply with applicable restrictions on subawards to first-tier subrecipients that do not acquire and provide a Data Universal Numbering System (DUNS) number. The details of recipient obligations are posted on the Office of justice Programs web site at http:/lwww.ojp.govlfunding/sam.htm (Award condition: Registration with the System for Award Management and Universal Identifier Requirements), and are incorporated by reference here. This special condition does not apply to an award to an individual who received the award as a natural person (i.e., unrelated to any business or non-profit organization that he or she may own or operate in his or her name). 11. Pursuant to Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving," 74 Fed. Reg. 51225 (October 1, 2009), the Department encourages recipients and sub recipients to adopt and enforce policies banning employees from text messaging while driving any vehicle during the course of performing work funded by this grant. and to establish workplace safety policies and conduct education, awareness, and other outreach to decrease crashes caused by distracted drivers. 12. The recipient agrees to comply with all applicable laws, regulations, policies, and guidance (including specific cost limits, prior approval and reporting requirements, where applicable) governing the use of federal funds for expenses related to conferences, meetings, trainings, and other events. including the provision of food andlor beverages at such events, and costs of attendance at such events. Information on rules applicable to this award appears in the DOJ Grants Financial Guide (currently, as section 3.10 of"Postaward Requirements" in the "2015 DOJ Grants Financial Guide"), 13. The recipient understands and agrees that any training or training materials developed or delivered with funding provided under this award must adhere to the OJP Training Guiding Principles for Grantees and Subgrantees, available at http:llwww.ojp.usdoj.govlfundinglojptrainingguidingprinciples.htm. 14. The recipient agrees that if it currently has an open award of federal funds or if it receives an award of federal funds other than this OJP award, and those award funds have been, arc being, or arc to be used, in whole or in pan. for one or more of the identical cost items for which funds are being provided under this OJP award, the recipient will promptly notify, in writing, the grant manager for this OJP award, and, ifs() requested by OJP, seek a budget -modification or change -of -project -scope grant adjustment notice (GAN) to eliminate any inappropriate duplication of funding. 15. The recipient understands and agrees that award funds may not be used to discriminate against or denigrate the religious or moral beliefs of students who participate in programs for which financial assistance is provided from those funds, or of the parents or legal guardians of such students. 16. The recipient understands and agrees that - (a) No award funds may be used to maintain or establish a computer network unless such network blocks the viewing, downloading, and exchanging of pornography. and (b) Nothing in subsection (a) limits the use of finds necessary for any Federal, State, tribal, or local law enforcement agency or any other entity carrying out criminal investigations, prosecution, or adjudication activities. 17. A recipient that is eligible under the Part 200 Uniform Requirements to use the "de minimis" indirect cost rate described in 2 C.F.R. 200.414(1), and that elects to use the "de minimis" indirect cost rate, must advise OJP in writing of both its eligibility and its election, and must comply with all associated requirements in the Pan 200 Uniform Requirements. The "de minimis" tate may be applied only to modified total direct costs (MTDC). 18. The recipient must collect, maintain, and provide to OJP. data that measure the performance and effectiveness of activities under this award, in the manner, and within the timeframes, specified in the program solicitation, or as otherwise specified by OJP. Data collection supports compliance with the Government Performance and Results Act (GPRA) and the GPRA Modernization Act- and other applicable laws. OJP FORM 4000/2 (REV. 4-88) 1nili 15 Department of Justice Office ofJustice Programs Office of Juvenile Justice and Delinquency Prevention PROJECT NUMBER 20I5 -MC -FX -K049 AWARD CONTINUATION SHEET Cooperative Agreement AWARD DATE 09/21/2015 PAGE 5 OF 9 SPECIAL CONDITIONS 19. Prior to the expenditure of confidential funds, the recipient and any subrecipients agree to sign a certification indicating that he or she has read, understands, and agrees to abide by all of the conditions pertaining to confidential fund expenditures as set forth in the OJP Financial Guide, OJP FORM 400012 (REV. 4-88) Initials Department of Justice Office of Justice Programs Office nfJuvenile Justice and Delinquency Prevention PROJECT NUMI3ER 2015 -MC -FX -K049 AWARD CONTINUATION SHEET Cooperative Agreement AWARD DATE 09/21/2015 SPECIAL CONDITIONS PAGE 6 OF 9 20. Within 45 calendar days after the end of any conference, meeting, retreat, seminar. symposium, training activity, or similar event funded under this award, and the total cost of which exceeds $20,000 in award funds, the recipient must provide the program manager with the following information and itemized costs: 1) name of event; 2) event dates; 3) location of event: 4) number of federal attendees: 5) number of non-federal attendees; 6) costs of event space, including rooms for break-out sessions: 7) costs of audio visual services; 8) other equipment costs (e.g., computer fees, telephone fees); 9) costs of printing and distribution: 10) costs of meals provided during the event: 11) costs of refreshments provided during the event; 12) costs of event planner: 13) costs of event facilitators: and 14) any other costs associated with the event. Tlie recipient must also itemize and report any of the following attendee (including participants, presenters, speakers) costs that are paid or reimbursed with cooperative agreement funds: 1) meals and incidental expenses (M&1F. portion of per diem); 2) lodging; 3) transportation to/from event location (e.g., common carrier, Privately Owned Vehicle (POV)): and, 4) local transportation (e.g., rental car, POV) at event location. Note that if any item is paid for with registration fees, or any other non -award funding, then that portion of the expense does not need to be reported. Further instructions regarding the submission of this data. and how to determine costs, are available in the OJP Financial Guide Conference Cost Chapter. OJP FORM 400012 (REV. 4-88) Initials Department ofJustice Office ofJustice Programs Office of Juvenile Justice and Delinquency Prevention AWARD CONTINUATION SHEET Cooperative Agreement PROJECT NUMBER 2015 -MC -FX -K049 AWARD DATE 09121120]5 SPECIAL CONDITIONS PAGE 7 OF 9 21. The recipient agrees to comply with applicable requirements to report first-tier subawards of$25,000 or more and, in certain circumstances, to report the names and total compensation orthc five most highly compensated executives of the recipient and first-tier subrecipients of award funds. Such data will be submitted to the FFATA Subaward Reporting System (FSRS). The details of recipient obligations, which derive from the Federal Funding Accountability and Transparency Act of2006 (FFATA), are posted on the Office ofJustice Programs web site at ]tttp:Jlojp.govifunding/Explore/FFATA.htm (Award condition: Reporting Subawards and Executive Compensation), and are incorporated by reference here. This condition, and its reporting requirement, does not apply to grant awards made to an individual who received the award as a natural person (i.e., unrelated to any business or non-profit organization that he or she may own or operate in his or her name). 22. With respect to this award, federal funds may not be used to pay cash compensation (salary phis bonuses) to any employee of the award recipient at a rate that exceeds 110% ofthe maximum annual salary payable to a member of the federal government's Senior Executive Service (SES) at an agency with a Certified SES Performance Appraisal System for that year. (An award recipient may compensate an employee at a higher rate, provided the amount in excess of this compensation limitation is paid with non-federal funds.) This limitation on compensation rates allowable under this award may be waived on an individual basis at the discretion of the OJP official indicated in the program announcement under which this award is made. 23. Approval of this award does not indicate approval of any consultant rate in excess of $650 per day. A detailed justification must be submitted to and approved by the Office ofJustice Programs (OJP) program office prior to obligation or expenditure of such funds. 24. The Project Director and key program personnel designated in the application shall be replaced only for compelling reasons. Successors to key personnel must be approved, and such approval is contingent upon submission of appropriate information, including, but not limited to, a resume. OJP will not unreasonably withhold approval. Changes in other program personnel require only notification to OJP and submission of resumes, unless otherwise designated in the award document. 25. The recipient agrees to submit a final report at the end of this award documenting all relevant project activities during the entire period of support under this award. This report will include detailed information about the project(s) funded, including, but not limited to, information about how the funds were actually used for each purpose area, data to support statements of progress, and data concerning individual results and outcomes of funded projects reflecting project successes and impacts. The final report is due no later than 90 days following the close of this award period or the expiration of any extension periods. This report will be submitted to the Office ofJustice Programs, on-line through the Internet at https:llgrants.ojp.usdoj.govl. 26, The recipient agrees that it will submit quarterly financial status reports to OJP on -lint (at https:l/grants.ojp.usdoj.gov) using the SF 425 Federal Financial Report form (available for viewing at www.whitehouse.gov/ombigrants/standard_forrnsiff report.pdf), not Iater than 30 days after the end of each calendar quarter. The final report shall be submitted not later than 90 days following the end of the award period. 27. The recipient shalt submit semiannual progress reports, Progress reports shall be submitted within 30 days after the end of the reporting periods, which are June 30 and December 31, for the life of the award. These reports will be submitted to the Office ofJustice Programs, on-line through the Internet at https:llgrants.ojp.usdoj.govl. OTP FORM 400012 (REV. 4-51) Initials Department of Justice Office of Justice Programs Office of Juvenile Justice and Delinquency Prevention AWARD CONTINUATION SHEET PAGE 8 OF 9 Cooperative Agreement PROJECT NUMBER 2015 -MC -FX -K049 AWARD DATE 09/21/2015 SPECIAL CONDITIONS 28. The Office ofJuvenile Justice and Delinquency Prevention has elected to enter into a Cooperative Agreement rather than a grant with the recipient. This decision reflects the mutual interest of the recipient and OJJDP in the operation of the project as well as the anticipated level of Federal involvement in this project. OJJDP's participatory role in the project is as follows: a. Review and approve major work plans, including changes to such plans, and key decisions pertaining to project operations. b. Review and approve major project generated documents and materials used in the provision of project services. Provide guidance in significant project planning meetings, and participate in project sponsored training events or conferences. 29. The recipient agrees to forward reports of ICAC Task Force Fragrant Monthly Performance Measures to the OJJDP- designated site. 30. The recipient agrees to comply with the OJJDP approved ICAC Task Force Operational and Investigative Standards 31. The recipient acknowledges that the Office of justice Programs (OJP) reserves a royalty -flee, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and authorize others to use (in whole or in part, including in connection with derivative works), for Federal purposes: (1) any work subject to copyright developed under an award or subaward; and (2) any rights of copyright to which a recipient or subrecipient purchases ownership with Federal support. The recipient acknowledges that OJP has the right to (1) obtain, reproduce, publish, or otherwise use the data first produced under an award or subaward; and (2) authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes. "Data' includes data as defined in Federal Acquisition Regulation (FAR) provision 52.227- 14 (Rights in Data - General). It is the responsibility of the recipient (and of each subrecipicnt, if applicable) to ensure that this condition is included in any subaward under this award. The recipient has the responsibility to obtain from subrecipients, contractors, and subcontractors (if any) all rights and data necessary to fulfill the recipient's obligations to the Government under this award. If a proposed subrecipient, contractor, or subcontractor refuses to accept terms affording the Government such rights, the recipient shall promptly bring such refusal to the attention of the OW program manager for the award and not proceed with the agreement in question without further authorization from the OJP program office. 32. !CAC Annual Reports The recipient agrees to submit annual reports to OJP that set forth the following: (A) The number of law enforcement agencies participating in Internet crimes against children program standards established by the task force. (B) Staffing levels of the task force, including the number of investigators, prosecutors, education specialists, and forensic specialists dedicated to investigating and prosecuting Internet crimes against children. 33. The recipient agrees to submit quarterly reports to OJP that set forth the following: Prosecution performance measures of the lead task force agency and any affiliates receiving $20.000 or more in subrecipient funding per project period year, including - 1) the number of prosecutions for Internet crimes against children; 2) whether the prosecution resulted in a conviction for such crime: and 3) the sentence and the statutory maximum for such crime under State Iaw. OJP FORM 400012 (REV. 4-88) Initials Department ofiustice Office oflustice Programs Office of Juvenile Justice and Delinquency Prevention AWARD CONTINUATION SHEET Cooperative Agreement PROJECT NUMBER 2015 -MC -FX -K049 AWARD DATE 09/21/2015 PAGE 9 OF 9 SPECIAL CONDITIONS 34. Any Web site that is funded in whole or in part under this award must include the following statement on the home page, on all major entry pages {i.e., pages (exclusive of documents) whose primary purpose is to navigate the user to interior content), and on any pages from which a visitor may access or use a Web -based service, including any pages that provide results or outputs from the service: "This Web site is funded [insert "in part," if applicable] through a grant from the [insert name ofOJP component], Office ofiustice Programs, U.S. Department ofJustice. Neither the U.S. Department ofiustice nor any of its components operate, control, are responsible for, or necessarily endorse, this Web site (including, without limitation, its content, technical infrastructure. and policies, and any services or tools provided)." The full text of the foregoing statement must be clearly visible on the home page. On other pages, the statement may be included through a link, entitled "Notice of Federal Funding and Federal Disclaimer," to the full text of the statement. 35. The recipient may not obligate, expend or draw down funds until the Office of the Chief Financial Officer (OCFO) has approved the budget and budget narrative and a Grant Adjustment Notice (GAN) has been issued to remove this special condition. 0JI' FORM 4000/2 (REV. 4-88) L IL Initials Department of Justice Office of Justice Programs Office of Juvenile Justice and Delinquency Prevention Washington, D.C. 20531 Memorandum To: Official Grant File From: Lou Ann Holland, Program Manager Subject: Categorical Exclusion for Texas Office of the Attorney General This award is made as part of the Internet Crimes Against Children Task Force Program. Awards under this program will be used to support State and local law enforcement agencies to maintain and expand State and regional task forces to address technology -facilitated child exploitation. None of the following activities will be conducted either under this award or a related third party action: 1) New construction; 2) Any renovation or remodeling of a property located in an environmentally or historically sensitive area, including property (a) listed on or eligible for listing on the National Register of Historic Places, or (b) located within a 100 -year flood plain, a wetland, or habitat for an endangered species; 3) A renovation which will change the basic prior use of a facility or significantly change its size; 4) Research and technology whose anticipated and future application could be expected to have an effect on the environment; or 5) Implementation of a program involving the use of chemicals, other than chemicals that are (a) purchased as an incidental component of a funded activity and (b) traditionally used, for example, in office, household, recreational, or education environments. Additionally, the proposed action is neither a phase nor a segment of a project which when reviewed in its entirety would not meet the criteria for a categorical exclusion. Consequently, the subject federal action meets OJP's criteria for a categorical exclusion as contained in paragraph 4(b) of Appendix D to Part 61 of Title 28 of the Code of Federal Regulations. Department of Justice Office of Justice Programs • Office of Juvenile Justice and Delinquency Prevention GRANT MANAGER'S MEMORANDUM, PT. I: PROJECT SUMMARY Cooperative Agreement PROJECT NUMBER 2015 -MC -FX -K049 PAGE 1 OF 1 This project is supported under FY15(OJJDP ICAC Task Force) Pub. L. No. 113-235; 128 Stat. 2130, 2195 1. STAFF CONTACT (Name & telephone number) Lou AmiHolland (202) 305-2742 2. PROJECT DIRECTOR (Name, address & telephone number) Reedy Spigner OAG Grants Coordinator PO Box 12548 Austin, TX 78711-2548 (512) 936-2186 3a. TITLE OF THE PROGRAM OJJDP FY 15 Internet Crimes Against Children Task Force Invited 3b. POMS CODE (SEE INSTRUCTIONS ON REVERSE) 4. TITLE OF PROJECT Texas Office Of the Attorney General Southern ICAC Task Force 5. NAME & ADDRESS OF GRANTEE Texas Office of the Attorney General PO Box 12548 Austin, TX 78711-2548 6. NAME & ADRESS OF SUBGRANTEE 7. PROGRAM PERIOD FROM: 07/01/2015 TO: 06/30/2016 8. BUDGET PERIOD FROM: 07/01/2015 TO: 06/30/2016 9. AMOUNT OF AWARD $ 492,200 10. DATE OF AWARD 09/21/2015 11. SECOND YEAR'S BUDGET 12. SECOND YEAR'S BUDGET AMOUNT 13. THIRD YEAR'S BUDGET PERIOD 14. THIRD YEAR'S BUDGET AMOUNT 15. SUMMARY DESCRIPTION OF PROJECT (See instruction on reverse) The National Internet Crimes Against Children (ICAC) Task Force Program, as established by the PROTECT Our Children Act of 2008, consists of State and local law enforcement task forces dedicated to developing effective responses to online enticement of children by sexual predators, child exploitation, and child obscenity and pornography cases. Each State and local task force that is part of the national program shall: 1) consist of State and local investigators, prosecutors, forensic specialists, and education specialists who are dedicated to addressing the goals of the task force; 2) engage in proactive investigations, forensic examinations, and effective prosecutions of Internet crimes against children; 3) provide forensic, preventive, and investigative assistance to parents, educators, prosecutors, law enforcement, and others concerned with Internet crimes against children; 4) develop multijurisdictional, multiagency partnerships and responses to Internet crimes against children offenses through ongoing informational, administrative, and technological support to other State and local law enforcement agencies, as a means for such agencies to acquire the necessary knowledge, personnel, and specialized equipment to investigate and prosecute such offenses; 5) participate in nationally coordinated investigations in any case in which the Attorney General determines such participation to be necessary, as permitted by the available resource of such OJP FORM 4000/2 (REV. 4-88) task force; 6) establish or adopt investigative and prosecution standards consistent with established norms, to which such task force shall comply; 7) investigate, and seek prosecution on tips related to Internet crimes against children, including tips from Operation Fairplay, the National Internet Crimes Against Children Data System, the National Center for Missing and Exploited Children's CyberTipline, ICAC task forces, and other Federal, State, and local agencies, with priority being given to investigate leads that indicate the possibility of identifying or rescuing child victims, including investigative leads that indicate a likelihood of seriousness of offense or dangerousness to the community; 8) develop procedures for handling seized evidence for ICAC task force lead agencies and affiliate agencies; 9) maintain reports required by OJJDP and other reports and records as determined by the Attorney General; and, 10) seek to comply with national standards regarding the investigation and prosecution of Internet crimes against children, as set forth by the Attorney General, to the extent such standards are consistent with the law of the State where the task force is located. The Texas Office of the Attorney General (OAG) recognizes the importance of expanding the capacity of the Texas OAG Internet Crimes Against Children (ICAC) Task Force. As a result, using OJJDP funds, the Texas Office of the Attorney General will be awarding several sub -awards to law enforcement affiliate agencies. These sub -awards will allow the individual law enforcement agencies to determine their own equipment and training priorities. In addition, the task force will continue to support one Investigator and two Forensic Examiners. This award will also allow the OAG ICAC to increase their investigatory and computer forensic capabilities by attending training and purchasing monitors and hardware to support operations. NCA/CF OFFICE FOR CIVIL RIGHTS Office of Justice Programs Department of Justice 810 7th Street, NW Washington, DC 20531 Tel: (202) 307-0690 TTY: (202) 307-2027 E-mail: askOCR@usdoj.gov Website: www.ojp.usdoj.gov/ocr September 21, 2015 Mrs. Adrienne McFarland Texas Office of the Attorney General PO Box 12548 Austin, TX 78711-2548 Dear Mrs. McFarland: Congratulations on your recent award. In establishing financial assistance programs, Congress linked the receipt of federal funding to compliance with federal civil rights laws. The Office for Civil Rights (OCR), Office of Justice Programs (OJP), U.S. Department of Justice (DOJ) is responsible for ensuring that recipients of financial assistance from the OJP, the Office of Community Oriented Policing Services (COPS), and the Office on Violence Against Women (OVW) comply with the applicable federal civil rights laws. We at the OCR are available to help you and your organization meet the civil rights requirements that come with DOJ funding. Ensuring Access to Federally Assisted Programs Federal laws that apply to recipients of financial assistance from the DOJ prohibit discrimination on the basis of race, color, national origin, religion, sex, or disability in funded programs or activities, not only in employment but also in the delivery of services or benefits. A federal law also prohibits recipients from discriminating on the basis of age in the delivery of services or benefits. In March of 2013, President Obama signed the Violence Against Women Reauthorization Act of 2013. The statute amends the Violence Against Women Act of 1994 (VAWA) by including a nondiscrimination grant condition that prohibits discrimination based on actual or perceived race, color, national origin, religion, sex, disability, sexual orientation, or gender identity. The new nondiscrimination grant condition applies to certain programs funded after October 1, 2013. The OCR and the OVW have developed answers to some frequently asked questions about this provision to assist recipients of VAWA funds to understand their obligations. The Frequently Asked Questions are available at http://ojp.gov/about/ocr/vawafaqs.htm. Enforcing Civil Rights Laws All recipients of federal financial assistance, regardless of the particular funding source, the amount of the grant award, or the number of employees in the workforce, are subject to prohibitions against unlawful discrimination. Accordingly, the OCR investigates recipients that are the subject of discrimination complaints from both individuals and groups. In addition, based on regulatory criteria, the OCR selects a number of recipients each year for compliance reviews, audits that require recipients to submit data showing that they are providing services equitably to all segments of their service population and that their employment practices meet equal opportunity standards. Providing Services to Limited English Proficiency (LEP) Individuals In accordance with DOJ guidance pertaining to Title VI of the Civil Rights Act of 1964, 42 U.S.C. § 2000d, recipients of federal fmancial assistance must take reasonable steps to provide meaningful access to their programs and activities for persons with limited English proficiency (LEP). See U.S. Department of Justice, Guidance to Federal Financial Assistance Recipients Regarding Title VI Prohibition Against National Origin Discrimination Affecting Limited English Proficient Persons, 67 Fed. Reg. 41,455 (2002). For more information on the civil rights responsibilities that recipients have in providing language services to LEP individuals, please see the website http://www.lep.gov. Ensuring Equal Treatment for Faith -Based Organizations The DOJ regulation, Equal Treatment for Faith -Based Organizations, 28 C.F.R. pt. 38, requires State Administering Agencies (SAAs) to treat faith -based organizations the same as any other applicant or recipient. The regulation prohibits SAAs from making awards or grant administration decisions on the basis of an organization's religious character or affiliation, religious name, or the religious composition of its board of directors. The regulation also prohibits faith -based organizations from using financial assistance from the DOJ to fund inherently (or explicitly) religious activities. While faith -based organizations can engage in non -funded inherently religious activities, they must hold them separately from the program funded by the DOJ, and recipients cannot compel beneficiaries to participate in them. The Equal Treatment Regulation also makes clear that organizations participating in programs funded by the DOJ are not permitted to discriminate in the provision of services on the basis of a beneficiary's religion. For more information on the regulation, please see the OCR's website at http://www.ojp.usdoj.gov/about/ocr/equalf bo.htm. SAAs and faith -based organizations should also note that the Omnibus Crime Control and Safe Streets Act (Safe Streets Act) of 1968, as amended, 42 U.S.C. § 3789d(c); the Victims of Crime Act of 1984, as amended, 42 U.S.C. § 10604(e); the Juvenile Justice and Delinquency Prevention Act of 1974, as amended, 42 U.S.C. § 5672(b); and VAWA, Pub. L. No. 113-4, sec. 3(b)(4), 127 Stat. 54, 61-62 (to be codified at 42 U.S.C. § 13925(b)(13)) contain prohibitions against discrimination on the basis of religion in employment. Despite these nondiscrimination provisions, the DOJ has concluded that it may construe the Religious Freedom Restoration Act (RFRA) on a case-by- case basis to permit some faith -based organizations to receive DOJ funds while taking into account religion when hiring staff, even if the statute that authorizes the funding program generally forbids recipients from considering religion in employment decisions. Please consult with the OCR if you have any questions about the regulation or the application of RFRA to the statutes that prohibit discrimination in employment. Using Arrest and Conviction Records in Making Employment Decisions The OCR issued an advisory document for recipients on the proper use of arrest and conviction records in making hiring decisions. See Advisory for Recipients of Financial Assistance from the U.S. Department of Justice on the U.S. Equal Employment Opportunity Commission's Enforcement Guidance: Consideration of Arrest and Conviction Records in Employment Decisions Under Title VII of the Civil Rights Act of 1964 (June 2013), available at http://www.ojp.usdoj.gov//about/ocr/pdfs/UseofConviction Advisory.pdf. Recipients should be mindful that the misuse of arrest or conviction records to screen either applicants for employment or employees for retention or promotion may have a disparate impact based on race or national origin, resulting in unlawful employment discrimination. In light of the Advisory, recipients should consult local counsel in reviewing their employment practices. If warranted, recipients should also incorporate an analysis of the use of arrest and conviction records in their Equal Employment Opportunity Plans (EEOPs) (see below). Complying with the Safe Streets Act An organization that is a recipient of financial assistance subject to the nondiscrimination provisions of the Safe Streets Act, must meet two obligations: (1) complying with the federal regulation pertaining to the development of an EEOP (see 28 C.F.R. pt. 42, subpt. E) and (2) submitting to the OCR findings of discrimination (see 28 C.F.R. §§ 42.204(c), .205(c)(5)). Meeting the ESOP Requirement If your organization has less than fifty employees or receives an award of less than $25,000 or is a nonprofit organization, a medical institution, an educational institution, or an Indian tribe, then it is exempt from the EEOP requirement. To claim the exemption, your organization must complete and submit Section A of the Certification Form, which is available online at http://www.ojp.usdoj.gov/about/ocr/pdfs/cert.pdf. If your organization is a government agency or private business and receives an award of $25,000 or more, but less than $500,000, and has fifty or more employees (counting both full- and part-time employees but excluding political appointees), then it has to prepare a Utilization Report (formerly called an EEOP Short Form), but it does not have to submit the report to the OCR for review. Instead, your organization has to maintain the Utilization Report on file and make it available for review on request. In addition, your organization has to complete Section B of the Certification Form and return it to the OCR. The Certification Form is available at http://www.ojp.usdoj.gov/about/ocr/pdfs/cert.pdf. If your organization is a government agency or private business and has received an award for $500,000 or more and has fifty or more employees (counting both full- and part-time employees but excluding political appointees), then it has to prepare a Utilization Report (formerly called an EEOP Short Form) and submit it to the OCR for review within sixty days from the date of this letter. For assistance in developing a Utilization Report, please consult the OCR's website at http://www.ojp.usdoj.gov/about/ocr/eeop.htm. In addition, your organization has to complete Section C of the Certification Form and return it to the OCR. The Certification Form is available at http://www.ojp.usdoj.gov/about/ocr/pdfs/cert.pdf. To comply with the EEOP requirements, you may request technical assistance from an EEOP specialist at the OCR by telephone at (202) 307-0690, by TTY at (202) 307-2027, or by e-mail at EEOsubmisson@usdoj.gov. Meeting the Requirement to Submit Findings of Discrimination If in the three years prior to the date of the grant award, your organization has received an adverse finding of discrimination based on race, color, national origin, religion, or sex, after a due -process hearing, from a state or federal court or from a state or federal administrative agency, your organization must send a copy of the finding to the OCR. Ensuring the Compliance of Subrecipients SAAs must have standard assurances to notify subrecipients of their civil rights obligations, written procedures to address discrimination complaints filed against subrecipients, methods to monitor subrecipients' compliance with civil rights requirements, and a program to train subrecipients on applicable civil rights laws. In addition, SAAs must submit to the OCR every three years written Methods of Administration (MOA) that summarize the policies and procedures that they have implemented to ensure the civil rights compliance of subrecipients. For more information on the MOA requirement, see http://www.ojp.usdoj.gov/funding/other requirements.htm. If the OCR can assist you in any way in fulfilling your organization's civil rights responsibilities as a recipient of federal financial assistance, please contact us. Sincerely, Michael L. Alston Director cc: Grant Manager Financial Analyst U.S. DEPARTMENT OF JUSTICE OFFICE OF JUSTICE PROGRAMS OFFICE OF THE COMPTROLLER CERTIFICATIONS REGARDING LOBBYING; DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS AND DRUG-FREE WORKPLACE REQUIREMENTS Applicants should refer to the regulations cited below to determine the certification to which they are required to attest. Applicants should also review the instructions for certification included in the regulations before completing this form. Signature of this form provides for compliance with certification requirements under 28 CFR Part 69, "New Restrictions on Lobbying" and 28 CFR Part 67, "Government -wide Debarment and Suspension (Non -procurement) and Government -wide Requirements for Drug -Free Workplace (Grants)." The certifications shall be treated as a material representation of fact upon which reliance will be placed when the Department of Justice determines to award the covered transaction, grant, or cooperative agreement. 1. LOBBYING As required by Section 1352, Title 31 of the U.S. Code, and implemented at 28 CFR Part 69, for persons entering into a grant or cooperative agreement over $100,000, as defined at 28 CFR Part 69, the applicant certifies that: (a) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, 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 the making of any Federal grant, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal grant 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 this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form - LLL, "Disclosure of Lobbying Activities," in accordance with its instructions; (c) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subgrants, contracts under grants and cooperative agreements, and subcontracts) and that all sub -recipients shall certify and disclose accordingly. 2. DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS (DIRECT RECIPIENT) As required by Executive Order 12549, Debarment and Suspension, and implemented at 28 CFR Part 67, for prospective participants in primary covered transactions, as defined at 28 CFR Part 67, Section 67.510 A. The applicant certifies that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, sentenced to a denial of Federal benefits by a State or Federal court, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this application 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 public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and (d) Have not within a three-year period preceding this application had one or more public transactions (Federal, State, or local) terminated for cause or default; and B. Where the applicant is unable to certify to any of the statements in this certification, he or she shall attach an explanation to this application. 3. DRUG-FREE WORKPLACE (GRANTEES OTHER THAN INDIVIDUALS) As required by the Drug -Free Workplace Act of 1988, and implemented at 28 CFR Part 67, Subpart F, for grantees, as defined at 28 CFR Part 67 Sections 67.615 and 67.620 A. The applicant certifies that it will or will continue to provide a drug-free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing an on-going drug-free awareness program to inform employees about (1) The dangers of drug abuse in the workplace; (2) The grantee's policy of maintaining a drug-free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance programs; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the grant, the employee will (1) Abide by the terms of the statement; and (2) Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction; (e) Notifying the agency, in writing, within 10 calendar days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to: Department of Justice Office of Justice Programs ATTN: Control Desk 810 Seventh Street, N.W., Washington, D.C. 20531 Notice shall include the identification number(s) of each affected grant; (f) Taking one of the following actions, within 30 calendar days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted (1) Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e), and (f). B. The grantee may insert in the space provided below the site(s) for the performance of work done in connection with the specific grant: Place of Performance (Street address, city, county, state, zip code) Check _ if there are workplaces on file that are not identified here. Section 67, 630 of the regulations provides that a grantee that is a State may elect to make one certification in each Federal fiscal year. A copy of which should be included with each application for Department of Justice funding. States and State agencies may elect to use OJP Form 4061/7. Check if the State has elected to complete OJP Form 4061/7. DRUG-FREE WORKPLACE (GRANTEES WHO ARE INDIVIDUALS) As required by the Drug-free Workplace Act of 1988, and implemented at 28 CFR Part 67, Subpart F, tor grantees, as defined at 28 CFR Part 67; Sections 67.615 and 67.620 A, As a condition of the grant, I certify that I will not engage in the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance in conducting any activity with the grant; and B. If convicted of a criminal drug offense resulting from a violation occurring during the conduct of any grant activity. I will report the conviction, in writing, within 10 calendar days of the conviction, to: Department of Justice Office of Justice Programs ATTNI' Control Desk 810 Seventh Street, N.W., Washington. D.C.20531 As the duly authorized representative of the applicant, I hereby certify that the applicant will comply with the above certifications. 1. Grantee Name and Address: 2. Application Number and/or Project Name: 3. Grantee1RS/Vendor Number 4. Type/Print Name and Title of Authorized Representative 5. Signature 6. Date CJP FORM 406116 t3 -9t REPLACES OJP FORMS 406112, 4061/3 AND 4061/4 WHICH ARE OBSOLETE. OFFICE OF JUSTICE PROGRAMS BJA NiJ OJJDP BJS OVC STANDARD ASSURANCES OMB APPROVAL NO. 1121-0140 EXPIRES 06/30/2009 The Applicant hereby assures and certifies compliance with all applicable Federal statutes, regulations, policies, guidelines, and requirements, including OMB Circulars A-21, A-87, A-102, A-110, A-122, A- 133; Ex. Order 12372 (intergovernmental review of federal programs); and 28 C.F.R. pts. 66 or 70 (administrative requirements for grants and cooperative agreements). The applicant also specifically assures and certifies that: 1. It has the legal authority to apply for federal assistance and the institutional, managerial, and financial capability (including funds sufficient to pay any required non-federal share of project cost) to ensure proper planning, management, and completion of the project described in this application. 2. It will establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain. 3. It will give the awarding agency or the General Accounting Office, through any authorized representative, access to and the right to examine all paper or electronic records related to the financial assistance. 4. It will comply with all lawful requirements imposed by the awarding agency, specifically including any applicable regulations, such as 28 C.F.R. pts. 18, 22, 23, 30, 35, 38, 42, 61, and 63, and the award term in 2 C.F.R. § 175.15(b). 5. It will assist the awarding agency (if necessary) in assuring compliance with section 106 of the National Historic Preservation Act of 1966 (16 U.S.C. § 470), Ex. Order 11593 (identification and protection of historic properties), the Archeological and Historical Preservation Act of 1974 (16 U.S.C.§ 469 a-1 et seq.), and the National Environmental Policy Act of 1969 (42 U.S.C. § 4321). 6. It will comply (and will require any subgrantees or contractors to comply) with any applicable statutorily -imposed nondiscrimination requirements, which may include the Omnibus Crime Control and Safe Streets Act of 1968 (42 U.S.C. § 3789d); the Victims of Crime Act (42 U.S.C. §10604(e)); The Juvenile Justice and Delinquency Prevention Act of 2002 (42 U.S.C. § 5672(b)); the Civil Rights Act of 1964 (42 U.S.C. § 2000d); the Rehabilitation Act of 1973 (29 U.S.C. §7 94); the Americans with Disabilities Act of 1990 (42 U.S.C.§ 12131-34); the Education Amendments of 1972 (20 U.S.C. §§1681, 1683, 1685-86); and the Age Discrimination Act of 1975 (42 U.S.C. §§ 6101-07); see Ex. Order 13279 (equal protection of the laws for faith -based and community organizations). 7. If a governmental entity— a) it will comply with the requirements of the Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C.§ 4601 et seq.), which govern the treatment of persons displaced as a result of federal and federally -assisted programs; and b) it will comply with requirements of 5 U.S.C.§§ 1501-08 and §§7324-28, which limit certain political activities of State or local government employees whose principal employment is in connection with an activity financed in whole or in part by federal assistance. Signature Date Date AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of March 29, 2016 Second Reading Ordinance for the City Council Meeting of April 12, 2016 DATE: TO: February 18, 2016 Ronald L. Olson, City Manager FROM: Mike Markle, Chief of Police mikema@cctexas.com 886-2603 Accepting and appropriating a grant from the American Society for the Prevention of Cruelty to Animals (ASPCA), CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the American Society for the Prevention of Cruelty to Animals (ASPCA), in the amount of $ 9,000 for the ASPCA and Subaru "Share the Love" Rescue Ride project; and appropriating the $9,000 in the No. 1061 Police Grants Fund. PURPOSE: Accept the grant and appropriate the funds. BACKGROUND AND FINDINGS: These funds are designated for the City to participate in the ASPCA and Subaru "Share the Love" Rescue Ride project. The grant program helps transport thousands of homeless dogs from overcrowded shelters to shelters in areas where they have a better chance of being adopted. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2015-2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $9,000 $9,000 BALANCE $9,000 $9,000 Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Grant award letter Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the American Society for the Prevention of Cruelty to Animals (ASPCA), in the amount of $9,000 for the ASPCA and Subaru "Share the Love" Rescue Ride project; and appropriating the $9,000 in the No. 1061 Police Grants Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the American Society for the Prevention of Cruelty to Animals (ASPCA), in the amount of $9,000 for the ASPCA and Subaru "Share the Love" Rescue Ride project. SECTION 2. That $9,000 grant is appropriated from ASPCA in the No. 1061 Police Grants Fund. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre That the foregoing ordinance was read for the second time and passed finally on this the day of , , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre PASSED AND APPROVED, this the th day of ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor GRANT AGREEMENT REFERENCE: NAME: PROJECT: AMOUNT: GRANT NUMBER: GRANT TERM: City of Corpus Christi Animal Care Services ASPCA and Subaru "Share the Love" Rescue Ride $9,000.00 2015-1577 December 16, 2015 - June 16, 2016 ASPCA GRANT OFFICER: GRANT ACCOUNT LOGIN: haps://www.grantrequest.com/SID 900?SA=AM December 16, 2015 Dr. melissa draper City of Corpus Christi Animal Care Services 2626 Holly Road corpus christi, TX 78415 Dear Dr. draper, The American Society for the Prevention of Cruelty to Animals (the "ASPCA") is deeply honored to be able to grant to City of Corpus Christi Animal Care Services (the "Grantee," and together with the ASPCA, the "parties" and each a "party") the amount of $9,000.00 (the "Grant"). These funds are designated for the purpose set forth below and as outlined in your grant request and as further described in this agreement (this "Agreement") and, if applicable, its amendments: ASPCA and Subaru "Share the Love" Rescue Ride (the "Project"). Unless otherwise noted in the payment schedule below, the ASPCA shall pay the grant to the Grantee approximately two to six weeks following receipt of your online acknowledgement of this Agreement. By endorsing and depositing the Grant check, you represent and warrant that Grantee will meet the obligations specified in this Agreement. Intending to be legally bound and in consideration of the Grant provided to the Grantee and the desire of the Grantee to conduct the Project, the parties hereby agree to the following terms and conditions as of the first date listed above (the "Effective Date"): 1. Grantee Requirements. Type Notes Schedule Date Acknowledgement of Award Letter December 31, 2015 520 8th Avenue • 7th Floor • New York, NY 10018 • 212-876-7700 x4394 • grants@aspca.org Final Report Total # of Payments June 16, 2016 Financial Report 1 June 16, 2016 Photographs June 16, 2016 Press Information June 16, 2016 The Grantee shall communicate with () (the "ASPCA Grant Officer") according to the schedule and additional instructions (if applicable) to review and evaluate the use of the Grant funds. (Grant Agreement acknowledgements are required and should be made online by accessing your ASPCA Grants account*; formal letters of acknowledgement and thank you letters are optional and should be mailed or emailed to your ASPCA Grant Officer.) * Requirements must be submitted through your ASPCA Grants account at: https://www.grantrequest.com/SID_900?SA=AM An explanation of additional grant requirements you may be asked to fulfill are described in Schedule 1 and on our website at aspcapro.org/grants. You are required to provide additional information relating to this Grant upon the ASPCA's request. Such additional information may include but is not limited to: receipts (up to three years after the Grant end date), photographs, and press information. In addition, you are required to provide access to the ASPCA upon the ASPCA's request so that the ASPCA may conduct a site visit of your location(s) during standard business hours, or at a day and time mutually agreed upon by the ASPCA and the Grantee. The ASPCA will provide you with reasonable notice of any such request unless otherwise mutually agreed upon. You may submit requirements upon completion at any point during the grant term. Organizations that fail to submit required documentation in a timely manner may jeopardize future grants and/or grant payments. Should you need a due date extension, please forward your request, prior to the due date, to with the requirement type (e.g. Final Report, Financial Report, etc.), an explanation for your request (including the reason for the anticipated delay) and your preferred new due date. 2. Use of Grant Funds. The ASPCA shall pay the Grant to the Grantee according to the following schedule: Payment Number Total # of Payments Approximate Schedule Date Amount 1 1 December 16, 2015 $9,000 The Project shall consist of the activities outlined in the Grant request submitted to the ASPCA ("ASPCA and Subaru "Share the Love" Rescue Ride"). The Project shall also include the following: STAFF DESCRIPTION 520 8th Avenue • 7th Floor • New York, NY 10018 • 212-876-7700 x4394 • grants@aspca.org I2 The Grantee agrees to submit photos of the funded Rescue Ride transports or other activities funded under this grant. The ASPCA may use any photographs submitted, at no cost to the ASPCA, on a non-exclusive, worldwide, royalty -free basis, in any way it deems appropriate to support its mission, including fundraising purposes. In granting this permission, the Grantee hereby represents and warrants that they have all legal rights to the submitted photographs necessary to grant the permission given above, all submitted photographs were legally obtained, and that the Grantee is not limited in any way from sharing the submitted photographs. The Grantee agrees that it is the sole employer of all individuals who are compensated in whole or in part with Grant funds, or whose employment, fellowship or internship position arises in any way as a direct or indirect result of the Grant (each a "Funded Position"). The Grantee further agrees that it is exclusively responsible for the classification and engagement of any contractors whose fees and/or expenses are paid in whole or in part with Grant funds ("Funded Contractor"). Accordingly, the Grantee agrees that with respect to any Funded Position and/or any Funded Contractor, the Grantee is exclusively responsible for compliance with, and will comply with, any and all applicable federal, state and local employment laws, regulations and rules, including, but not limited to, any employer obligations to: (a) timely pay all wages or other compensation due; (b) withhold and remit employment taxes; (c) administer any required discipline; (d) provide insurance coverages; (e) prohibit discrimination or harassment based on any protected characteristic; and (f) provide any required leave or accommodation. The Grantee acknowledges and agrees that the parties to this Agreement are in the relationship of Grantor and Grantee, and the use of Grant funds for Funded Positions and/or Funded Contractors does not constitute a joint venture, affiliation, or joint employment relationship of any kind. The Grantee acknowledges and agrees that the grant shall be used exclusively for costs incurred directly in connection with the Project and as set forth in this Agreement, and that failure to do so will result in the Grantee having to return the grant to the ASPCA within ten (10) days of the ASPCA's request to do so. The Grantee agrees that at no time will any funds it receives from the ASPCA be used to attempt to influence the outcome of any selection, nomination, election, or appointment of any individual to any public office or office of a political organization within the meaning of Internal Revenue Code Section 527(e)(2), and shall furthermore not use any of the funds it receives from the ASPCA to participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of (or in opposition to) any candidate for public office. The Grantee hereby grants to the ASPCA a license to use the Grantee's name and trademarks on materials directly related to the activities of the Project and/or the Grant. The Grantee Key Contact is Dr. melissa draper (the "Grantee Key Contact"), and the Grantee Key Contact shall communicate with O monthly to review and evaluate the progress of the Project. 3. Acknowledgment of ASPCA Support. In consideration of the grant, the Grantee shall publicly acknowledge that the Project was made possible through a generous grant from the ASPCA and shall reference the ASPCA in all "Project Materials." "Project Materials" shall include, but not be limited to, all copy, script, text, graphics, photographs, video, audio, 520 8th Avenue • 7th Floor • New York, NY 10018 • 212-876-7700 x4394 • grants@aspca.org 13 promotional and advertising materials, and all other editorial matter(s) or press releases relating to the Project. The Grantee shall submit the Project Materials for review and approval by the ASPCA Grant Officer prior to its inclusion in any materials prepared and intended to be distributed regarding the activities of the Project. No changes on the approved version of any Project Materials shall be instituted by the Grantee without the prior written approval of the ASPCA Grant Officer. The ASPCA hereby grants to the Grantee a license to use the ASPCA Trademarks on materials directly related to the activities of the Project. "ASPCA Trademarks" are: "ASPCA®", which must always appear in PMS 422 and 021, unless used in materials that are completely black and white in nature, in which case it may appear in black; and "The American Society for the Prevention of Cruelty to Animals®". The ASPCA has the right in its sole discretion to require the Grantee to remove all references to the ASPCA's involvement if the ASPCA determines that the Grantee is not fulfilling its obligations under this Agreement or if for any other reason the ASPCA determines that it is no longer in the ASPCA's best interest to be referenced in such manner. Jpegs of the ASPCA logo are embedded below for your cut-and-paste use on your website or other collateral. Additional logos and badges can be found here: http://aspcapro.org/badges. Instructions regarding links to the ASPCA's website can be found at this URL: http://www.aspca.org/about-us/linking-policy. For assistance regarding recognition of your Grant, including press releases, advisories, or general media outreach, please contact the ASPCA's Media Department at press@,aspca.org. A suggested press release template is provided as Schedule 2 as a helpful guide. Social media tips are also provided on Schedule 3. MADE POSSIBLE BY A GRANT FROM THE ASP MADE POSSIBLE BY A GRANT FROM THE ASPOA 4. Records. The Grantee will keep accurate books and records with respect to the grant in accordance with generally accepted accounting principles and business practices. The Grantee 520 8th Avenue • 7th Floor • New York, NY 10018 • 212-876-7700 x4394 • grants@aspca.org 14 will maintain its books and records in such a manner that the receipts and expenditures of the Grant funds will be shown separately on such books and records in any easily checked form. The Grantee will keep records of receipts and expenditures made of Grant funds as well as copies of the reports submitted to the ASPCA and supporting documentation for at least three years after completion of the use of the Grant funds, and will furnish or make available such books, records, and supporting documentation to the ASPCA for inspection at reasonable times from the time of the Grantee's acceptance of the Grant through such period. 5. Maintenance of Tax -Exempt Status. In carrying out the Project, the Grantee shall comply with all applicable federal, state and local laws and regulations. If the Grantee is a 501(c)(3) organization, the Grantee certifies that it is in good standing with the Internal Revenue Service and shall notify the ASPCA immediately of any change in, or challenge by the Internal Revenue Service to, its status as a 501(c)(3) tax-exempt organization. 6. Termination. The ASPCA may, in its sole discretion (i) withhold payment of funds until in its opinion the situation has been corrected or (ii) declare the Grant terminated in any of the following circumstances: (a) If, as the result of the consideration of reports and information submitted to it by the Grantee or from other sources, the ASPCA, in its sole discretion, determines that continuation of the Project is not reasonably in furtherance of the ASPCA's mission to provide effective means for the prevention of cruelty to animals throughout the United States (the "ASPCA Mission") or that the Project is not being executed in substantial compliance with the grant request (or work plan as revised) or that the Grantee is incapable of satisfactorily completing the work of the Project; (b) In the case of any violation by the Grantee of the terms and conditions of this Agreement; (c) In the event of any change in, or challenge by the Internal Revenue Service to, the Grantee's status as a 501(c)(3) tax-exempt organization if applicable; or (d) If it is revealed that, during the Project, the Grantee is or was involved in any activity or makes any statement disparaging of, or reflecting unfavorably upon the ASPCA, tarnishes the reputation of the ASPCA or is not in alignment with the ASPCA Mission. If the ASPCA terminates the Grant, it shall so notify the Grantee, whereupon it, if so requested by the ASPCA, shall promptly refund and pay back to the ASPCA any unexpended balance of the Grant funds in the Grantee's hands or under its control. Upon completion of the Project or termination of this Agreement for any reason, the ASPCA will withhold any further payments of Grant funds and the Grantee shall, at the option of the ASPCA, repay to the ASPCA any portion of the Grant funds that were not spent for the Project. All such determinations by the ASPCA under this Section 6 will be final, binding and conclusive upon the Grantee. 7. Future Funding. The Grantee acknowledges that the ASPCA and its representatives have made no actual or implied promise of funding except for the amounts specified in this Agreement. If any of the Grant funds are returned or if the Grant is rescinded, the Grantee 520 8th Avenue • 7th Floor • New York, NY 10018 • 212-876-7700 x4394 • grants@aspca.org I5 acknowledges that the ASPCA will have no further obligation to the Grantee in connection with this Grant as a result of such return or rescission. 8. Modification. No amendment or modification of this Agreement shall be valid, unless made in writing and duly executed by the parties hereto. 9. Miscellaneous. This Agreement is intended to be binding upon the Grantee and the ASPCA. This Agreement represents the final agreement between the parties with respect to the subject matter hereto, and supersedes any and all prior agreements, written or oral, between the parties with respect to the matters contained herein. This Agreement is not intended to, nor shall it be deemed to create, any partnership or joint venture between the Grantee and the ASPCA. This Agreement shall be interpreted, governed by and construed in accordance with the internal laws of the State of New York, without regard to the conflict of laws principles thereof. The parties hereto acknowledge and consent to personal jurisdiction and venue exclusively in New York, New York with respect to any action or proceeding brought in connection with this Agreement. This Agreement may be executed by the parties hereto in counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which shall constitute together the same document. By endorsing and depositing the Grant check, you represent and warrant that you are capable of binding the Grantee to the terms set forth in this Agreement. We extend our best wishes to you for continued success and look forward to hearing about your accomplishments during the year. It is a pleasure to be among your current supporters. Sincerely, Michael Barrett Vice President, ASPCA Grants CC: grants@,aspca.org 520 8th Avenue • 7th Floor • New York, NY 10018 • 212-876-7700 x4394 • grants@aspca.org I6 Schedule 1: Grant Reporting Requirements We require ASPCA grantees to fulfill a variety of requirements based on the grant size and purpose. We make every effort to minimize the reporting burden on grantees while employing best practices in all of our grants programs. Please follow these guidelines when submitting requirements: • Submit ALL requirements online by logging into your ASPCA Grant Account at https://www.2rantrequest.com/SID 900?SA=AM • Please adhere to the due dates — you may submit fulfilled requirements at any point during the grant term. Should you need extra time to submit any particular requirement, please contact the ASPCA Contact on your award letter prior to the due date with 1) a request for a due date extension, 2) the preferred due date and 3) an explanation for the request. Grantees will be asked to submit some or all of the following requirements: • Acknowledgement of Award Letter — all grant awards in the amount of $5,000 or less must be acknowledged online as your official indication that you intend to use the funds as instructed in the grant agreement. • Final Report — indication of results/outcomes and an analysis of your project plus an estimation or exact indication, if measurable, of the number of animals impacted by the grant. Narrative text entry and/or upload. • Financial Report/Receipts — a comprehensive list of expenditures for which grant money had been used (typically best submitted in a spreadsheet). Financial Reports for projects that produce accurate, easily measurable outputs, such as targeted spay/neuter programs, should identify the cost per animal as part of a detailed report on the project. Receipts and/or invoices should be uploaded when appropriate.. Narrative text entry and/or upload. • Photos — Generally, we ask for photos that show pictorial evidence of the intended use of funds; we may also ask for photos associated with human interest stories for promotional purposes. Narrative text entry for captions plus uploads. • Press Information — links to or uploads of press releases, clips or links showing recognition of the ASPCA's grant for your project. You can also include stories, anecdotes, quotes, and social media posts that could be used for promotional purposes including human interest stories with accompanying photos. Narrative text entry and/or upload. • Progress Report — an interim report designed to inform your grant officer on the status of the project. Narrative text entry and/or upload. • Signed Amendment — occasionally the purpose or amount of a grant will change during the grant term. In some cases,this will require a signed amendment to the contract. • Signed Contract — payments of all grant awards that exceed $5,000 are contingent upon your submission of two signed contracts mailed to ASPCA, Attn: Grants Department, 520 8th Avenue, 7th Floor, New York, NY 10018. • Site Visit — indicates that a grant officer wishes to make a physical site visit of your facility during the grant term, sometimes as a condition of payment or to provide your organization with additional non-cash outreach and resources. 520 8th Avenue • 7th Floor • New York, NY 10018 • 212-876-7700 x4394 • grants@aspca.org 7 Schedule 2: Press Release Template (Optional) Your Organization's Logo Here [DATE] Headline Subheader Media Contact: [NAME] [PHONE] / [EMAIL] [City], [State]—The [Organization] today announced (general information about the initiative/program/event/grant) "Compelling opening statement about a problem," said Spokesperson, title. "Quote that includes more information about how the funding will assist in impacting animals." (Example: "Many families have sadly had to part with their pets in recent years as a result of the economic downturn," observes Jane Doe, director of shelter operations. "These funds will help expand our safety net program in order to keep more families together.") Optional quote from the ASPCA (must contact ASPCA Media Department press@aspca.orq) Paragraph with detailed information about initiative/program/event/grant. For more information, please visit [website]. About [Organization]. History and background of your organization. 520 8th Avenue • 7th Floor • New York, NY 10018 • 212-876-7700 x4394 • grants@aspca.org I8 Schedule 3: Social Media Tip Sheet for Grantees Why Use Social Media? Using social media tools such as Facebook, Twitter, YouTube, and blogs to spread the word about your organization and the great work it does can be a powerful and cost-effective strategy for capturing the attention of potential and existing adopters and donors. If you aren't already using social media, here are three of the most compelling reasons to do so: • The potential reach of social media is immense. In contrast to more conventional publicity vehicles, such as printed advertisements, nearly everyone has equal access to your message, and your audiences can easily and immediately share that message with their audiences, helping it go exponentially farther. Social media tools make it easier to see who you're reaching and easier to interact with your constituents, and thereby build and strengthen connections with them. • Social media tools are free. There is no cost to sign up for accounts on Facebook, Twitter, YouTube, or blogging sites such as WordPress or Blogger, which eliminates barriers to entry for cash -conscious organizations. Social -media - savvy volunteers can provide pro bono assistance in promoting your organization's work with these tools. • Brevity is a virtue. In the social media realm, lengthy appeals can be counterproductive — usually a few words or lines, a brief story, a photo, or a video can be ideal for generating substantial interest in your efforts. There's no need to use every available social media platform — choose only the one(s) that best fit your organization's communication style. ASPCA Grant Publicity Guidelines Social media tools make it easy to share news about your ASPCA grant and the project it is supporting! Updates on your successes that engage readers, along with clear and colorful photos and videos that showcase those successes, will help your group to attract more followers. We encourage you to publicize your funded project — and if you do, please loop in your grant officer to let him/her know! u Connect with us... ...on Twitter at @aspca and @aspcapro Using the #aspcagrants hashtag to share news of your ASPCA grant and its impact makes it easy for adopters and donors across the Twitterverse to catch wind of your success, whether or not they're already followers. ...on Facebook at facebook.com/aspca and facebook.com/ASPCApro Becoming a "fan" of ours and creating a "fan" page of your own makes it easy for the ASPCA, other organizations, and the general public to learn about your organization and the great work you do, and to share your success with others. We hope you'll "like" us! You Tube ...on YouTube at youtube.com/ASPCA and youtube.com/ASPCApro Many smartphones make it easy to shoot and upload videos to YouTube, which provides a powerful platform for your audiences to literally see your work in action. Subscribe to the ASPCA's channel and see how other animal welfare organizations are using YouTube to bring their efforts to life. Resources ➢ ASPCAPro Resource Library (http://www.aspcapro.org/resource-library) — This repository of articles, tip sheets, and webinars has been developed specifically to serve the needs of our grantees. ➢ The Social Animal (http://www.thesocialanimal.com/) — A blog focused on helping animal welfare advocates use social media tools to accomplish their mission more effectively. ➢ Beth Kanter's Blog (http://www.bethkanter.org/) — A blog focused on helping nonprofits use social media and other digital tools to achieve social change. 520 8th Avenue • 7th Floor • New York, NY 10018 • 212-876-7700 x4394 • grants@aspca.or: Pa AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of March 29, 2016 Second Reading Ordinance for the City Council Meeting of April 12, 2016 DATE: TO: March 1, 2016 Ronald L. Olson, City Manager FROM: Mike Markle, Chief of Police mikema@cctexas.com 886-2603 Appropriating funds from the State of Texas Law Enforcement Standards and Education (LEOSE) account CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept an annual allocation payment from the State of Texas - Law Enforcement Officer Standards and Education Account in the amount of $27,494.93; and appropriating funds from the State of Texas - Law Enforcement Officer Standards and Education Account in the amount of $27,494.93 in the No. 1061 Police Grants Fund for training of police personnel and purchase of training equipment. PURPOSE: Based on the Government Code, Section 415.0845, the State of Texas provides an annual allocation for training of police personnel as well as training equipment. The funds must be appropriated annually when the check is received. BACKGROUND AND FINDINGS: The funds are received from the State as directed by Government Code, Section 415.0845, to make an annual allocation from the Law Enforcement Officer Standards and Education account to qualified law enforcement agencies for expenses related to the continuing education of full-time law enforcement officers and support personnel and any training equipment. The amount of funds received depends on the number of personnel we have as of January 1 of each year. ALTERNATIVES: None OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to City Policy 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 $27,494.93 $27,494.93 Encumbered / Expended Amount This item BALANCE $27,494.93 $27,494.93 Fund(s): Police Grants Comments: RECOMMENDATION: Staff recommends approving the ordinance and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Award Letter Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept an annual allocation payment from the State of Texas - Law Enforcement Officer Standards and Education Account in the amount of $27,494.93; and appropriating funds from the State of Texas - Law Enforcement Officer Standards and Education Account in the amount of $27,494.93 in the No. 1061 Police Grants Fund for training of police personnel and purchase of training equipment. 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 annual allocation payment from the State of Texas — Law Enforcement Officer Standards and Education Account in the amount of $27,494.93. SECTION 2. That $27,494.93 from the State of Texas — Law Enforcement Officer Standards and Education Account is appropriated in the No. 1061 Police Grants Fund for training of police personnel and purchase of training equipment. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre PASSED AND APPROVED, this the th day of ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor kc TEXAS COMPTROLLER OF PUBLIC ACCOUNTS P.O Box 13528 • Auaiin.TX 78711-3528 February 25, 2016 CITY OF CORPUS CHRISTI POLICE DEPARTMENT PO BOX 9016 CORPUS CHRISTI, TX 78469-9016 Vendor Number: 17460005741 051 A remittance of $27,494.93 has been direct deposited into your designated account for the Law Enforcement Officer Standards and Education (LEOSE) Fund. This payment must be used as necessary to ensure the continuing education of persons licensed under Chapter 1701, Occupations Code, or to provide necessary training, as determined by the agency head, to full-time, fully paid law enforcement support personnel in your agency. Your agency must maintain a complete and detailed record of all money received and spent. All money -eceived is subject to audit by the Comptroller of Public Accounts and all money spent is subject to audit by the State Auditor. The Comptroller is directed by the Occupations Code, Section 1701.157 to make an annual allocation from the LEOSE account to qualified law enforcement agencies for expenses related to the continuing education of persons licensed under Chapter 1701, Occupations Code. Of the account, 20 percent is allocated equally among the qualified agencies. The remaining 80 percent is allocated on the basis of the number of eligible law enforcement positions each agency had as of January 1 of the preceding calendar year. An eligible law enforcement position is defined as one held by a person licensed under Chapter 1701, Occupations Code, who works as a peace officer or licensed jailer on the average of at least 32 hours a week, is compensated by a political subdivision of the state at the minimum wage rate or higher and is entitled to all employee benefits offered to a peace officer. To receive your agency's share of the LEOSE account in 2017, you must complete and return the enclosed Law Enforcement Officer Standards and Education Account 2017 Allocation Basis form to us no later than April 8, 2016. The information provided on this form must be accurate and returned timely to our office to ensure the correct allocation of the LEOSE account. Please call us toll free at (800) 531-5441, ext. 3-4530, if you have any questions or if we can be of assistance. The Austin number is (512) 463-4530. Enclosure Form 40-305 (Rev,8-1519) AGENDA MEMORANDUM First Reading for the City Council Meeting of March 29, 2016 Second Reading for the City Council Meeting of April 12, 2016 DATE: TO: Ronald L. Olson, City Manager February 19, 2016 FROM: Mike Markle, Chief of Police mikema@cctexas.com 886-2603 Appropriating $492,678 from the Crime Control and Prevention District unreserved fund balance in to the Crime Control District Fund CAPTION: Ordinance appropriating $492,678 from the Unreserved Fund Balance in the No. 9010 Crime Control District Fund for "one-time" expenditures and amending the FY2015-16 Operating Budget adopted by Ordinance No. 030620 by increasing expenditures by $492,678. PURPOSE: On February 17, 2016 the Crime Control Board approved $492,678 for one time expenditures. BACKGROUND AND FINDINGS: Approved expenditures include upgrades to the Mobile Command Post and Command Center, tourniquets and medical supplies for "Go" bags, Tasers, Patrol/SWAT rifles and ammunition, riot gear, digital cameras, training equipment, Coban video equipment, Forensic software enhancement, body armor, radios, ticket writers, and less lethal weapons. The "unaudited" fund balance as of 09/30/2015 is $5,441,581.03. Historically the Crime Control District Board approves funds for the purchase of onetime items each fiscal year. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to City Policy EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal Finance OMB FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2015-2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $7,436,294 $7,436,294 Encumbered / Expended Amount This item $492,678 $492,678 BALANCE $7,928,972 $7,928,972 Fund(s): 9010 Crime Control and Prevention District Fund RECOMMENDATION: Staff recommends approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance Appropriating $492,678 from the Unreserved Fund Balance in the No. 9010 Crime Control District Fund for "one-time" expenditures and amending the FY2015-16 Operating Budget adopted by Ordinance No. 030620 by increasing expenditures by $492,678. WHEREAS, on February 17th, 2016 the Crime Control and Prevention District Board approved $492,678 for one time expenditures. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That $492,678.is appropriated from the unreserved fund balance in the No. 9010 Crime Control District Fund for "one-time" expenditures in the FY 2015-2016 Crime Control and Prevention District operating budget. SECTION 2. That the FY 2015-2016 Crime Control and Prevention District operating budget, adopted by resolution No. 030620, is changed by increasing expenditures by $492,678. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre That the foregoing ordinance was read for the second time and passed finally on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre PASSED AND APPROVED, this the th day of ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of March 29, 2016 Second Reading Ordinance for the City Council Meeting of April 12, 2016 DATE: TO: February 23, 2016 Ronald L. Olson, City Manager FROM: Robert Rocha, Fire Chief rrocha@cctexas.com (361) 826-3932 Acceptance of a contribution from the Industry Education Awareness Communication Committee in the amount of $27,011.14. CAPTION: Ordinance authorizing the City Manager or designee to accept and appropriate a contribution from the Industry Education Awareness Communication Committee in the amount of $27,011.14 into the LEPC Fund No. 6060 to purchase resources to communicate and educate Shelter -In - Place; and changing the FY 2015-16 Operating Budget adopted by Ordinance No. 030620 by increasing expenditures in the LEPC No. 6060 by $27,011.14. PURPOSE: The Industry Education Awareness Communication Committee, which is made up of major petroleum industries in Nueces County and the Port of Corpus Christi, has forwarded to the Local Emergency Planning Committee (LEPC) a contribution check in the amount of $27,011.14. The funds are specifically to be used to: 1) purchase 500 Shelter -In -Place kits and make them available to Nueces County schools; 2) purchase local television and radio time to promote the LEPC Shelter -In -Place message; and 3) to update and reprint 15,000 Shelter -In - Place activity books to be used as a teaching tool for elementary age school children at schools and community events. The funds will be deposited into the LEPC Fund No. 6060 Org No. 21700 Account No. 530500 (Printing Advertising & PR) ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval of Ordinance to accept contribution funds. EMERGENCY / NON -EMERGENCY: Staff is requesting a non -emergency reading to this routine, non -controversial item. DEPARTMENTAL CLEARANCES: Legal Finance 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 0 12,000.00 12,000.00 Encumbered / Expended Amount (448.70) (448.70) This item 0 27,011.14 27,011.14 BALANCE 0 38,562.44 38,562.44 Fund(s): Comments: None RECOMMENDATION: Staff recommends approving Ordinance accepting the Industry Education Awareness Communication Committee's contribution in the amount of $27,001.14 for Public Education Awareness. LIST OF SUPPORTING DOCUMENTS: 1) Ordinance Ordinance Authorizing the City Manager or designee to accept and appropriate a contribution from the Industry Education Awareness Communication Committee in the amount of $27,011.14 into the LEPC Fund No. 6060 to purchase resources to communicate and educate Shelter -In -Place; and changing the FY 2015-16 Operating Budget adopted by Ordinance No. 030620 by increasing expenditures in the LEPC No. 6060 by $27,011.14. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to accept a donation from the Industry Education Awareness Communication Committee in the amount of $27,011.14 SECTION 2. That $27,011.14 from the Industry Education Awareness Communication Committee is appropriated in the LEPC Fund No. 6060 to be used to purchase 500 Shelter -In -Place kits and make them available to Nueces County schools, purchase local television and radio time to promote the LEPC Shelter -In -Place message, and to update and reprint 15,000 Shelter -In -Place activity books to be used as a teaching tool for elementary age school children at schools and community events.. SECTION 3. That the FY 2015-2016 Operating Budget, adopted by ordinance No. 030620, is changed by increasing expenditures in the LEPC No. 6060 by $27,011.14. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre That the foregoing ordinance was read for the second time and passed finally on this the day of , , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre PASSED AND APPROVED, this the th day of ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor AGENDA MEMORANDUM First Reading Item for the City Council Meeting of March 29, 2016 Second Reading Item for the City Council Meeting of April 12, 2016 DATE: TO: Ronald L. Olson, City Manager February 15, 2016 FROM: Stacie Talbert Anaya, Interim Director StacieT@cctexas.com 361-826-3464 Appropriate State Hotel Occupancy Tax revenues and establish a fiscal policy for the fund CAPTION: Ordinance appropriating $2.9 million in estimated revenues from the State hotel tax revenue in the No. 1032 State Hotel Occupancy Tax Fund to be used for beach and bayfront maintenance, and safety and protection activities; amending the FY 2015-16 Operating Budget adopted by Ordinance No. 030620 by increasing expenditures by $2,900,000. PURPOSE: Appropriate State Hotel Occupancy Tax (HOT) funds for beach and bayfront maintenance, safety and protection activities for the remaining months of Fiscal Year 2016 (April — September) as well as establish a fiscal policy for the fund. BACKGROUND AND FINDINGS: During the 2015 State of Texas Legislative Session, legislation was approved to direct 2% of the State's portion of hotel occupancy tax (HOT) revenues collected in Corpus Christi to be allocated to the City to assist with Gulf and Bay Beach operations and shoreline protection projects. Figures provided by the Texas Comptroller's Office estimated $2.9 - $3.0 million in annual revenues to be shared with the City of Corpus Christi. While lobbying for the bill, staff presented a spending plan that designated approximately one- third of designated revenues for operational activities such as maintenance and safety/enforcement annually. Testimony and documentation provided to lawmakers indicated approximately two-thirds of the annual revenue would be placed in reserve for future projects to renourish beaches or stabilize shorelines along the gulf and bay coasts. During the September 9th City Council Meeting Councilwoman McIntyre requested staff draft a financial policy to ensure the revenue from State Hotel Occupancy Tax Revenues does not supplant current funding streams for beach operation and maintenance functions. Current budgets for gulf beach maintenance and safety operations are approximately $2.3 million. Current budgets for bay beach maintenance are approximately $120,000. City Council approved a fiscal policy regarding this fund on March 22, 2016: A State Hotel Occupancy Tax Fund was created for the Fiscal Year 2015-16 Budget as a result of House Bill 1915. The expenditures in this Fund shall not be used to offset the current expenditures in the Local Hotel Occupancy Tax Fund for Gulf Beach maintenance. The expenditures budgeted for Gulf Beach maintenance in the Local Hotel Occupancy Tax Fund shall not fall below the lesser of $1,825,088 or 15% of Hotel Occupancy Tax revenue (not including the Convention Expansion portion) budgeted. This amount will be in addition to any expenditures budgeted for Gulf Beach maintenance in the State Hotel Occupancy Tax Fund. Staff has worked with the Watershore and Beach Advisory Committee (WBAC) to finalize the work plan for the new source of funds. The plan includes approximately $510,000 for expanded gulf beach maintenance, lifeguarding and enforcement; approximately $480,000 for expanded bayfront and bay beach maintenance and enforcement, and reinstituting the lifeguarding program at McGee Beach. In addition, the WBAC reviewed the initial list of renourishment and shoreline protection projects in future years: gulf and bay beach nourishment, shoreline protection measures along the downtown bayfront and parks that front the bay. WBAC formally approved the plan on January 7, 2016. The plan was also shared with the Island Strategic Action Committee the same month. ALTERNATIVES: Do not approve request for appropriation for State HOT Funds OTHER CONSIDERATIONS: none CONFORMITY TO CITY POLICY: Funds must be appropriated prior to them being spent. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal, Finance 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 2,900,000 2,900,000 BALANCE 2,900,000 2,900,000 Fund(s): State HOT Fund 1032 Comments: none RECOMMENDATION: Staff recommends approval of this request LIST OF SUPPORTING DOCUMENTS: Ordinance Attachment — Fund 1032 Budget Ordinance appropriating $2.9 million in estimated revenues from the State hotel tax revenue in the No. 1032 State Hotel Occupancy Tax Fund to be used for beach and bayfront maintenance, and safety and protection activities; amending the FY 2015-16 Operating Budget adopted by Ordinance No. 030620 by increasing expenditures by $2,900,000 Whereas, in 2015, the Texas Legislature approved House Bill 1915 ("HB 1915") to allocate a portion of the state hotel occupancy tax revenue to Corpus Christi, to be effective October 1, 2015; Whereas, HB 1915 provides that the revenues may be used to (1) clean and maintain public beaches in the municipality; (2) for an erosion response project in the municipality; and (3) to clean and maintain bay shores owned by the municipality or leased from the state; Now therefore, be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. That $2.9 million in estimated revenues from the State hotel tax revenue received pursuant to HB 1915 is appropriated in the No. 1032 State Hotel Occupancy Tax Fund to be used for beach and bayfront maintenance, and safety and protection activities. SECTION 2. That the FY 2015-16 Operating Budget adopted by Ordinance No. 030620 is changed by increasing expenditures by $2,900,000. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre That the foregoing ordinance was read for the second time and passed finally on this the day of , , by the following vote: Nelda Martinez Rudy Garza Brian Rosas Lucy Rubio Michael Hunter Chad Magill Colleen McIntyre Mark Scott Carolyn Vaughn PASSED AND APPROVED, this the th day of ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor Attachment A Gulf Beach Gulf Beach Maintenance Gulf Beach Park Enforcement Gulf Beach Lifeguards Bay Beach McGee Beach Maintenance North Beach Maintenance Bay Beach Park Enforcement McGee Beach Lifeguards Annual Budget Cost / mile $ 263,552 90,138 156,509 $ 510,199 $ 64,582 $ 50,923 200,093 92,412 140,207 $ 483,635 $ 372,027 7.9 No. of Gulf Beach miles maintained by CoCC 1.3 No. of Bay Beach miles maintained by CoCC AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of March 29, 2016 Second Reading for the City Council Meeting of April 12, 2016 DATE: February 17, 2016 TO: Ronald L. Olson, City Manager FROM: Dan McGinn, AICP CFM, Interim Director, Development Services DanielMc@cctexas.com (361) 826-3595 Authorizing a License for Street Right of Way Use to construct a parking lot expansion project to better serve the needs of Ayers Plaza Shopping Center tenants CAPTION: Ordinance authorizing the City Manager or his designee to execute a License for Street Right of Way Use with the B -Y 4918 Ayers, LTD. ("Licensee") to construct a parking lot expansion project to better serve the needs of Ayers Plaza Shopping Center tenants in full compliance with the City of Corpus Christi and with the approval of the Texas Department of Transportation, subject to the Licensee' compliance with specified conditions. PURPOSE: The purpose of this License for Street Right of Way Use is to better serve the needs of the Ayers Plaza Shopping Center tenants. This License for Street Right of Way Use will be for the Personal use of the Licensee; or until Texas Department of Transportation requires its usage. BACKGROUND AND FINDINGS: B -Y 4918 Ayers, LTD. ("Licensee") desires to construct a parking lot expansion project. The parking lot area occupies approximately 16,938.25 SF, (0.39 Acre) of the road R.O.W. Staff recommends that the Licensee pay ten annual payments of $5,000.00 for a total of $50,000.00 for this License for Street Right of Way Use of the Ayers Street public right-of-way. ALTERNATIVES: Deny the request of a License for Street Right of Way Use. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: City Charter Article IX, Section 1, requires City Council approval for use of any portion of public right-of-way for private purposes. Ordinance 026217, Section 3. Section. 49- 61. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. None of the City departments or franchised utility companies objects regarding the proposed License for Street Right of Way Use as long as the work is limited to flat work and the a parking lot use, provided the applicant meets the specified conditions set out in this License for Street Right of Way Use. FINANCIAL IMPACT: ❑ 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 $5,000.00 annual term payments of $45,000.00 $50,000.00 BALANCE $5,000.00 $45,000.00 $50,000.00 Fund(s): Comments: Annual term payments of $5,000.00 for a total payment of $50,000.00 RECOMMENDATION: Staff recommends approval and adoption of the ordinance. Owners must comply with all the following specified conditions of the ordinance: a. In exchange for the City's authorization for use of the public right-of-way by the Licensee for the stated purpose, the Licensee agrees to pay ten annual payments of $5,000.00 for a total of $50,000.00 b. All costs incurred to install, operate, maintain, repair, and remove the parking lot expansion is the sole responsibility of the Licensee. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Ordinance authorizing the City Manager or his designee to execute a License for Street Right of Way Use with the B -Y, LTD ("Licensee") to construct a parking lot expansion project to better serve the needs of Ayers Plaza Shopping Center tenants in full compliance with the City of Corpus Christi and with the approval of the Texas Department of Transportation, subject to the Licensee' compliance with specified conditions. WHEREAS, B -Y 4918 Ayers, LTD. ("Licensee"), desires to install, operate, and maintain, the parking lot expansion adjacent to the Ayers Plaza Shopping Center. WHEREAS, the Licensee has requested, and the City of Corpus Christi ("City") desires to extend, a ten annual payments of $5,000.00 for a total of $50,000.00 for this License for Street Right of Way Use ("License"), in order to accomplish the purpose and use intended by the Licensee within the public right-of-way. WHEREAS, in accordance with Article IX, Section 1 of the City Charter, the City Council authorizes the City Manager or his designee to enter into the License for the benefit of the City and the Licensee, subject to the Licensee' compliance with the specified provisions of the License for Street Right of Way Use. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager, or his designee ("City Manager"), is authorized to execute a ten annual payments of $5,000.00 for a total of $50,000.00 for this License for Street Right of Way Use ("License") with the B -Y 4918 Ayers, LTD. ("Licensee") to allow the Licensee to construct a parking lot expansion project to better serve the needs of the Ayers Plaza Shopping Center tenants in full compliance with the City of Corpus Christi and with the approval of the Texas Department of Transportation, at all times subject to the Licensee' compliance with the conditions specified in the License. A copy of this License for Street Right of Way Use is attached to this ordinance, the terms and content of such License being incorporated by reference into this ordinance as if fully set out herein in their entirety. SECTION 2. Indemnification. By its acceptance of this license, the Licensee covenants and agrees fully to indemnify and hold harmless the City and the elected officials and officers and employees of the City, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability, and suits of any kind and nature, including but not limited to, personal injury or death and property damage, made upon the City, directly or indirectly arising out of, resulting from or related to Licensee's activities under this license, including any acts or omissions of Licensee, and any respective agent, officer, director, representative, employee, consultant, or sub -licensee of Licensee, and their respective officers, agents, employees, directors and representatives while in the exercise or performance of the rights or duties under this license, all without, however, waiving any governmental immunity available to the City under Texas law and without waiving any defense of the parties under Texas law. The provisions of this indemnification are solely for the benefit Ordinance - 4918 Ayers Street612 Page 1 of 3 of the parties to this license and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. Licensee shall promptly advise the City in writing of any claim or demand against the City or Licensee known to the Licensee related to or arising out of Licensee's activities under this license and shall see to the investigation and defense of the claim or demand at Licensee's cost. The City shall have the right, at its option and at its own expense, to participate in the defense without relieving Licensee of any of its obligations under this paragraph. The City shall cooperate with Licensee in the defense of all claims, proceedings, actions, and suits subject to this indemnification. This indemnification shall not extend to any costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability, or suit to the extent they directly or indirectly arise out of, result from or relate to the negligent or wrongful acts or omissions of City or its officers, agents, employees, representatives, consultants, or contractors. This indemnification survives the termination or expiration of this license. SECTION 3. The License authorized in Section 1 of this ordinance is subject to the Licensees' compliance with the conditions of the License including, but not limited to, the provisions specified below: a. In exchange for the City's authorization for use of the public right-of-way by the Licensee for the stated purpose, the Licensee agrees to pay ten annual payments of $5,000.00 for a total of $50,000.00 b. All costs incurred to install, operate, maintain, repair, and remove the parking lot expansion is the sole responsibility of the Licensee. Ordinance - 4918 Ayers Street612 Page 2 of 3 The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Michael Hunter 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 Michael Hunter PASSED AND APPROVED this the ATTEST: Rebecca Huerta City Secretary Ordinance - 4918 Ayers Street612 day of , 20 Nelda Martinez Mayor Page 3 of 3 License for Street Right Of Way Use STATE OF TEXAS § COUNTY OF NUECES § This right of way license ("License") is entered into by and between the City of Corpus Christi ("City"), a Texas home -rule municipal corporation, and B -Y 4918 Ayers, LTD ("Licensee"), property owner of 4918 Ayers St, Corpus Christi, Texas, 78415, whose business address is 4629 Marco, San Antonio, Texas, 78218-5420. In accordance with Article IX, Section 1, of the City's City Charter and in consideration of a fee of Forty Six thousand and nine Hundred and fifty three Dollars ($46,953.00) payable by Licensee in ten annual installment payments of $5,000, each subsequent payment due on the first through ninth anniversaries of this agreement, to account for the fee plus appropriate and lawful interest in a total amount of $50,000, the receipt of the first payment of $5,000 which is acknowledged, the City has granted and conveyed, and by these presents does grant and convey to Licensee, for the term and upon the conditions stated in this License, a License for Street Right of Way Use to allow the Licensee to construct a parking lot expansion project to better serve the needs of Ayers Plaza Shopping Center tenants in full compliance with the City of Corpus Christi and with the conditional approval letter dated 04-13-15 Exhibit D of the Texas Department of Transportation, at all times subject to the Licensee' compliance with the conditions specified in this License, as shown in Exhibit "A" (Location Map), Exhibit "B" (Plan View) are attached to this License and incorporated into this License by reference as if fully set out herein in their entirety. The area in which the License is granted for the location of the Licensee's Parking Lot is referred to in this License as the "License Area." TO HAVE AND TO HOLD the same granted unto Licensee, its successors, and assigns, together with the right under the conditions specified in this License, to at any time enter upon the above described License Area to install, operate, maintain, repair, or remove Licensee's Parking Lot, and being further understood that the License granted by this License is subject to the Licensee's compliance at all times with the following conditions, the City and Licensee agree as follows: A. This License, and the rights granted under the License, may be revoked at any time by the City upon providing the Licensee not less than 30 calendar days' notice in writing by the City's City Manager, or his designee ("City Manager"). In the event of a revocation by the City Manager or earlier termination of this License by either party, any unpaid portion of the $50,000 due under this License is forgiven by the City to the Licensee, but such portion already paid to City is not refundable to the Licensee. License for Street Right of Way Use — Ayers Plaza Page 1 of 8 B. This License is perpetual unless the Licensee or the City or Texas DOT provides written notice of intent to amend or terminate this License. C. This License may not be assigned by Licensee without the City Manager's prior written consent. D. The Licensee shall acquire and maintain at all times for the term of this License insurance coverage pertaining to the License Area granted under this License and the activities authorized by this License. The types of required insurance coverage's must be in the minimum amounts set forth in the attached Exhibit "C," the substantive content of Exhibit "C" being incorporated by reference into this License as if fully set out here in its entirety. The insurance policies must name the City as an additional insured and may not be canceled, renewed, or materially changed by Licensee unless at least ten (10) days advance written notice has been provided to the City. Upon the City Manager's or his designee written request, Licensee shall provide copies of all requested insurance policies to the City's City Attorney. E. Should construction be deemed necessary by Licensee in the License Area, construction plans and specifications for all proposed work shall be submitted in advance by the Licensee to the City's City Engineer for approval prior to beginning the construction process. The plans must show the depth, and location of the proposed construction and distance from existing water, storm water, wastewater, and gas lines. The Licensee shall also comply with any other laws, rules, regulations, and ordinances applicable to construction in the City and in the public right-of-way, including obtaining all required permits. F. Prior to the start of any approved construction, Licensee shall require every contractor and subcontractor to provide a Certificate of Insurance reflecting insurance in coverage amounts as set forth in Exhibit "C." Additionally, Licensee shall require their contractors and subcontractors to indemnify the City, its officers, officials, employees, representatives, agents, and invitees in the same manner that Licensee has provided indemnification to the City pursuant to this License. G. Licensee shall provide all necessary and proper safety devices so as to prevent injuries or accidents in the License Area, in as much as possible. H. At least 48 hours prior to beginning any approved construction, Licensee shall contact 1-800-DIG-TESS and the Lone Star Notification Center (1-800-669- 8344), and any other required agency or authority. Additionally, at least 48 hours prior to beginning any approved construction, Licensee shall give notice and verify depth and location of communication lines or communication fiber optic cables, whichever is applicable, to the following: License for Street Right of Way Use — Ayers Plaza Page 2 of 8 • City Utility Departments, including Water, Storm water, Wastewater and Gas; • American Electric Power (AEP); • American Telephone and Telegraph (AT&T); • CenturyTel; • Time Warner; • Grande Communications; and • Any and all other certified telecommunications providers. A City inspector may request a utility line be uncovered to verify its depth or location. I. Any construction process and use of the License Area by Licensee shall not interfere with the construction, installation, operation, maintenance, repair, removal or replacement by the City or any of its agents, contractors, or franchisees of any existing or future proposed sidewalks, utility lines, or other uses. If the City or any franchisee with utilities currently located in said public right-of-way needs access to the right-of-way, Licensee shall pay for removing the Parking Lot in the License Area to allow access to utility lines for maintenance, repair, removal, or replacement of the utility lines. The Licensee shall repair the License Area to its original condition or cease to use the License Area, at which time this LICENSE terminates immediately. J. Traffic Engineer requirements pertaining to this License, if applicable in context: 1. At least 48 hours prior to commencing any approved construction, the Licensee shall file and obtain approval for a traffic control plan with the City's Traffic Engineer. No closure or barricading of a public right-of-way or any portion of a public right-of-way may occur before approval of the traffic control plan and, if applicable, approval of a detour or barricade plan has been obtained from the City's Traffic Engineer. 2. Should Licensee require a trench, pit, or similar excavation be dug during approved construction, the Licensee shall file and obtain approval for barricading said trench, pit, or excavation in accordance with the Texas Manual on Uniform Traffic Control Devices from the City's Traffic Engineer. [See paragraph "P" of this License for additional requirements regarding trenches, pits and similar excavations.] K. If, as determined by the City Manager, damage occurs to any gas, water, storm water, or wastewater line, Licensee shall allow the City immediate access to the License Area to perform an assessment, make repairs, or take any other action deemed necessary by the City. Determination of the extent of damage and repairs necessary to restore the utility line(s) shall be made by the City Manager. All costs of the City associated with said damage and License for Street Right of Way Use — Ayers Plaza Page 3 of 8 repair, including labor and materials, shall be paid by Licensee within 30 days of the City's invoice. L. Should construction become necessary near existing water or wastewater lines, Licensee shall take every precaution not to disturb the soil surrounding any such lines, including all thrust blocks. M. If any approved work is conducted near any existing water main, it shall be done under the inspection of a City inspector at a daily rate of three -hundred ten dollars and thirty-five cents ($310.35) for each day spent inspecting construction, installation, maintenance, repair, removal, or replacement in the License Area. A half-day, being four hours or more of work time by the City inspector, constitutes a whole working day for purposes of calculation. Any time in excess of eight hours a day, or on Saturday, Sunday or holidays, shall be calculated at a daily rate of fifty-eight dollars and eighteen cents ($58.18) per hour. Any assessed inspection fees shall be paid by the Licensee to the appropriate City department within 30 days of the City's invoice. These amounts will be adjusted annually each year on August 1 to reflect any pay increases that may be attributable to the rates charged. N. The parties acknowledge that the Parking Lot is not owned by the City. At any and all times Licensee shall be solely responsible for the repair and maintenance of the Parking Lot and License Area, including any costs associated with damage occurring due to natural weather elements/occurrences or man-made forces. Should damage occur to the Parking Lot or License Area, regardless of the type of damage, Licensee shall repair the damage upon notice by the City. Failure to so repair terminates this License without any further action needed on the part of the City. 0. Licensee shall repair, or cause to be repaired, any damage to driveways, culverts, head walls, landscaping, sidewalks, curbs, gutters, and any other structure, public or private, resulting from or caused by reason of construction, installation, maintenance, repair, removal, replacement or operation of the Parking Lot and License Area. P. If a trench, pit, or other excavation is required during approved construction, no trenches, pits, or other excavation, other than bore pits, shall be left open overnight, except as specifically authorized by the City's Director of Development Services and City's Engineer. Bore pits are not allowed open for a period of longer than 14 calendar days, regardless of location. All trenches, pits, or other excavations, other than bore pits, shall be backfilled by the Licensee promptly and in accordance with current City standards and specifications and as per the City inspector's request. All trenches, pits, and other excavations, including bore pits, shall be barricaded by the Licensee in accordance with the Texas Manual on Uniform Traffic Control Devices and as License for Street Right of Way Use — Ayers Plaza Page 4 of 8 approved by the City's Traffic Engineer. [See paragraph "J.2." for additional requirements pertaining to trenches, pits, and other excavations.] Q. If backfilling becomes necessary, all backfill, specifically including that in and around existing utilities, shall be made by Licensee according to current City standards and specifications and as required by a City inspector. R. Use of the Parking Lot authorized by this License is strictly limited to providing service to the Ayers Plaza Shopping Center, located at 4918 Ayers St., in the License Area. S. INDEMNIFICATION. By its acceptance of this license, the Licensee covenants and agrees fully to indemnify and hold harmless the City and the elected officials and officers and employees of the City, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability, and suits of any kind and nature, including but not limited to, personal injury or death and property damage, made upon the City, directly or indirectly arising out of, resulting from or related to Licensee's activities under this license, including any acts or omissions of Licensee, and any respective agent, officer, director, representative, employee, consultant, or sub -licensee of Licensee, and their respective officers, agents, employees, directors and representatives while in the exercise or performance of the rights or duties under this license, all without, however, waiving any governmental immunity available to the City under Texas law and without waiving any defense of the parties under Texas law. The provisions of this indemnification are solely for the benefit of the parties to this license and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. Licensee shall promptly advise the City in writing of any claim or demand against the City or Licensee known to the Licensee related to or arising out of Licensee's activities under this license and shall see to the investigation and defense of the claim or demand at Licensee's cost. The City shall have the right, at its option and at its own expense, to participate in the defense without relieving Licensee of any of its obligations under this paragraph. The City shall cooperate with Licensee in the defense of all claims, proceedings, actions, and suits subject to this indemnification. This indemnification shall not extend to any costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability, or suit to the extent they directly or indirectly arise out of, result from or relate to the negligent or wrongful acts or omissions of City or its officers, agents, employees, representatives, consultants, or contractors. This indemnification survives the termination or expiration of this license. License for Street Right of Way Use — Ayers Plaza Page 5 of 8 T. All signatories signing this License warrant and guarantee that they have the authority to act on behalf of the entity represented and make this License binding and enforceable by their signatures. U. Unless otherwise stated in this License, any notice required or permitted to be given under this License must be in writing and sent by certified mail, return receipt requested to the following addresses: If to Licensee: B -Y 4918 Ayers, LTD 4629 Marco Drive San Antonio, TX 78218-5420 If to the City: City of Corpus Christi Attn: Director, Development Services Department P. O. Box 9277 Corpus Christi, TX 78469-9277 Any party shall, by notice to the others in accordance with the provisions of this paragraph, specify a different address or addressee for notice purposes within 10 days of any address change. V. This License shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created pursuant to this License are performable in Nueces County, Texas. Venue for all actions arising from, out of, or related to this License must be brought in Nueces County, Texas. W. The Licensee further agrees, in compliance with the City of Corpus Christi Ordinance No. 17112, to complete, as part of this License, the completed "Disclosure of Interests" form is attached and incorporated by reference into this License as Exhibit "E" as if set out here in their entireties.. X. This instrument, including exhibits, constitutes the entire License between the City and the Licensee, and no prior written, oral, or contemporaneous promises, warranties, or representations shall be binding upon any parties. This License may only be amended by written instrument signed by authorized representatives of the City and Licensee, approved by Texas DOT and approved as required by City law. License for Street Right of Way Use — Ayers Plaza Page 6 of 8 EXECUTED IN DUPLICATE this day of , 20 B -Y 4918 Ayers, LTD , President Board of Trustees STATE OF TEXAS COUNTY OF NUECES § § § Date ACKNOWLEDGMENT This instrument was acknowledged before me on , 2015, by , President, B -Y 4918 Ayers, LTD, on behalf of said Corporation. Notary Public's Signature License for Street Right of Way Use — Ayers Plaza Page 7 of 8 ATTEST: CITY OF CORPUS CHRISTI By: City Secretary Daniel M. Grimsbo, P.E. Director, Development Services Department Approved as to legal form: , 2015 Julian Grant Senior Assistant City Attorney for the City Attorney STATE OF TEXAS COUNTY OF NUECES § § § This instrument was acknowledged before me on , 2015, by Daniel M. Grimsbo, P.E., as Director, Development Services Department, of the City of Corpus Christi, a Texas Municipal Corporation, on behalf of said corporation. Notary Public's Signature License for Street Right of Way Use — Ayers Plaza Page 8 of 8 Vicinity Map LICENSE FOR STREET RIGHT OF WAY USE - AYERS PLAZA LICENSE FOR STREET RIGHT OF WAY USE AYERS PLAZA 1 AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of April 12, 2016 Second Reading for the City Council Meeting of April 19, 2016 DATE: March 22, 2016 TO: Ronald L. Olson, City Manager FROM: Daniel McGinn, Interim Director, Development Services Department DanielMc@cctexas.com (361) 826-3595 Public Hearing and First Reading for Property at 2918, 2922, 2926 and 2930 Highland Avenue CAPTION: Case No. 0216-02 Julio C. and Minerva E. Reyna and Jose Luis Rodriquez and Maria Juliana Luna: A change of zoning from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District. The property is described as being Lot Nos. 23-B, 24-B, 25-B and 25, Block 6, Montrose Park, located near the northeast corner of Highland Avenue and Duncan Street. PURPOSE: The purpose of this item is to rezone the property to allow single-family uses. RECOMMENDATION: Planning Commission and Staff Recommendation: Approval of the change of zoning from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District. Vote Results: For: Unanimous Against: 0 Absent: 3 BACKGROUND AND FINDINGS: As detailed in the attached report, the applicants are requesting a rezoning from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District to bring existing residential uses into conformity and to allow future single-family uses. The subject properties have been zoned "CN -1" Neighborhood Commercial District since prior to 1965. At the time the properties were zoned, residential uses were permitted in the "CN -1" District. Upon adoption of the Unified Development Code in 2011, the residential uses became nonconforming as single-family uses are no longer permitted in the "CN -1" District. It is staff's opinion that changing the Future Land Use Map to reflect the existing land uses is appropriate and that the proposed rezoning would not negatively impact the surrounding properties. An "RS -6" Single -Family 6 District is compatible given the existing land uses and the longevity of those uses on the subject properties and the immediate vicinity. A rezoning to the "RS -6" Single -Family 6 District will not have a negative impact as it will establish the existing residential uses as permitted uses outright as opposed to existing as a nonconforming use subject to the constraints of a nonconforming use, such as not being able to reconstruct the dwelling if it is destroyed by natural causes. ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Westside Area Development Plan (ADP). The proposed rezoning to the "RS -6" Single -Family 6 District is not consistent with Future Land Use Map, however, consideration for changing the Future Land Use Map is warranted. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ 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 BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Ordinance amending the Unified Development Code ("UDC"), upon application by Julio C. and Minerva E. Reyna and Jose Luis Rodriguez and Maria Juliana Luna ("Owners"), by changing the UDC Zoning Map in reference to Lot Nos. 23-B, 24-B, 25-B and 25, Block 6, Montrose Park, from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Julio C. and Minerva E. Reyna and Jose Luis Rodriguez and Maria Juliana Luna ("Owners"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, March 9, 2016, during a meeting of the Planning Commission when the Planning Commission recommended approval of the requested "RS -6" Single -Family 6 District, and on Tuesday, April 12, 2016, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by Julio C. and Minerva E. Reyna and Jose Luis Rodriguez and Maria Juliana Luna ("Owners"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on Lot Nos. 23-B, 24-B, 25-B and 25, Block 6, Montrose Park, located near the northeast corner of Highland Avenue and Duncan Street (the "Property"), from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District (Zoning Map No. 047043), as shown in Exhibit "A". Exhibit A, which is a map of the property, is attached to and incorporated in this ordinance by reference as if fully set out herein in its entirety. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. The City's Future Land Use Map, an element of the Comprehensive Plan, is amended to designate the Property for low density residential land uses. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre 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 Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre PASSED AND APPROVED this the day of , 20 ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor Ordinance_0216-02 Julio and Minerva Reyna Page 2 of 2 1 RS -6 00 M 00 ti R'S PE 00 ti a 00 00 ti ti 00 N N —CHIPPEWA ST ,til V/ LU 0 J 0 N DCGs2 00 N - ESPINOSA ST N 00 N —SOD a SABINAS S 00 M N 0 4 Z W m r W 00 800 ,Feet 00 N 00 n c O 00 ti n ti Vl NI Z J W 00 N 00 00 Date Created: 2/10/2016 Prepared By: JeremyM Dsparti eI t of Development Services CASE: 0216-02 SUBJECT PROPERTY WITH ZONING Subject Property RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Multifamily 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 CR -2 CG -1 CG -2 CI CBD CR -3 FR H BP Resort Commercial Resort Commercial General Commercial General Commercial Intensive Commercial Downtown Commercial Resort Commercial Farm Rural Historic Overlay Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unit Dev. Overlay RS -10 Single -Family 10 RS -6 Single -Family 6 RS -4.5 Single -Family 4.5 RS -TF Two -Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home LEOPARD SUBJECT �► PROPERTY MORGAN 0 0 41, 1 LOCATION MAP City of Corpus Christi Exhibit "A" Aerial Overview Aerial PLANNING COMMISSION FINAL REPORT Case No. 0216-02 HTE No. 16-10000004 Planning Commission Hearing Date: March 9, 2016 Applicant & Legal Description Applicant/Owner: Julio and Minerva Reyna and Jose Luis Rodriguez and Maria Juliana Luna Legal Description/Location: Lot Nos. 23-B, 24-B, 25-B and 25, Block 6, Montrose Park, located near the northeast corner of Highland Avenue and Duncan Street. Zoning Request From: "CN -1" Neighborhood Commercial District To: "RS -6" Single -Family 6 District Area: 0.56 acres Purpose of Request: To bring existing residential use into conformity and to allow future single-family uses. Existing Zoning and Land Uses Existing Zoning District Existing Land Use Future Land Use Site "CN -1" Neighborhood Commercial Low Density Residential and Vacant Commercial North "RS -6" Single -Family 6 Low Density Residential Low Density Residential South "CN -1" Neighborhood Commercial Commercial Commercial East "RS -6" Single -Family 6 Low Density Residential Low Density Residential West "CN -1" Neighborhood Commercial Vacant Commercial ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Westside Area Development Plan. The Future Land Use Map shows the property is planned for commercial uses. The proposed rezoning to the "RS -6" Single -Family 6 District is not consistent with the adopted Future Land Use Map. Map No.:047043 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 210 feet of street frontage along Highland Avenue, which is a local residential street. The property is located near the northeast corner of Highland Avenue and Duncan Street. Planning Commission Final Report Page 2 Street R.O.W. Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Highland Avenue Local Residential 50' ROW 28' paved 60' ROW 28' paved N/A Staff Summary: Requested Zoning: The applicants are requesting a rezoning from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District. Development Plan: Two single-family dwellings exist on the subject properties and one of the landowners hopes to build a new single-family dwelling on Lot 23B. The applicants are requesting the rezoning to establish the existing residential uses as a permitted use outright, in lieu of, continuing the use as a nonconforming use with the inherent constraints of a nonconforming use. Such constraints pertain to the ability to expand the square footage of existing structures or to repair or replace such structures if more than 50% of the structure is damaged. The property owners of Lots 23-B, 24-B and 25-B also seeks the rezoning for the purpose of bringing the property into compliance with respect to residential development requirements pertaining to accessory structures. The applicants have multiple storage containers on the subject lots which they seek to replace with sheds for storage of personal household goods. The applicants note an intention to replat two of the subject lots into one lot pursuant to approval of the zoning in order to conform with Unified Development Code (U.D.C.) as it pertains to the requirement that accessory structures be located on the same lot as the primary structure. It is important to note that permitting of unpermitted structures is required and such will be reviewed in accordance with U.D.C. and applicable construction code requirements. Existing Land Uses & Zoning: The subject property is zoned "CN -1" Neighborhood Commercial District and consists of four lots with a low density residential use on two of the four. To the north of the subject property are low density uses zoned "RS -6" Single - Family 6. A boarded up commercial use exists to the south in the "CN -1" Neighborhood Commercial District. To the east, still in the "CN -1" Neighborhood Commercial District, is vacant land and to the west in the "RS -6" Single -Family 6 District are low density residential uses. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Plat Status: The subject property is comprised of four platted lots. Comprehensive Plan & Area Development Plan Consistency: The Future Land Use Map designates the subject lots as suitable for Commercial Uses. The subject property Planning Commission Final Report Page 3 is located within the boundaries of the Westside Area Development Plan (ADP). The proposed rezoning to the "RS -6" Single -Family 6 District is not consistent with Future Land Use Map, however, consideration for changing the Future Land Use Map is warranted. The subject properties have been zoned "CN -1" Neighborhood Commercial District since prior to 1965. At the time the properties were zoned, residential uses were permitted in the "CN -1" District. Upon adoption of the U.D.C. in 2011, the residential uses became nonconforming as residential uses are no longer permitted in the "CN -1" District. It is plausible to conclude that the Future Land Use Map designated the subject properties for commercial uses based on the zoning designation of the properties and not based on the existing land uses. An analysis of existing land uses of the subject properties and other properties in the immediate vicinity indicates that it may be more appropriate to change the Future Land Use map to reflect the existing uses. Department Comments: • Changing the Future Land Use Map to reflect the existing land uses is appropriate. • It is staff's opinion that the proposed rezoning would not negatively impact the surrounding properties. • An "RS -6" Single -Family 6 District is appropriate given the existing land uses and the longevity of those uses on the subject properties and the immediate vicinity. • A rezoning to the "RS -6" Single -Family 6 District will establish the existing residential uses as permitted uses outright as opposed to existing as a nonconforming use subject to the constraints of a nonconforming use, such as not being able to reconstruct the dwelling if it is destroyed by natural causes. • The rezoning is applicable to the designation of the properties and does not constitute approval of any unpermitted structures on the subject properties. o Subsequent application processes and review will determine the permitting requirements thereof. Planning Commission and Staff Recommendation: Approval of the change of zoning from the "CN -1" Neighborhood Commercial District to the "RS -6" Single -Family 6 District. Vote: For: 6 Against: 0 Absent: 2 Planning Commission Final Report Page 4 Public Notification Number of Notices Mailed — 44 within 200 -foot notification area 4 outside notification area As of March 22, 2016: In Favor — 0 inside notification area — 0 outside notification area In Opposition — 1 inside notification area — 0 outside notification area Totaling 1.03% of the land within the 200 -foot notification area in opposition. Attachments: 1. Location Map (Existing Zoning & Notice Area) 2. Application 3. Public Comments Received (if any) K:\DevelopmentSvcs\SHARED\ZONING CASES\2016\0216-02 Julio and Minerva Reyna\Council Documents\Report for CC.docx 1 RS -6 h M e N 1 00 N 4 N V11 'GGs2 CN A1C RUTH ST 1 N N —CHIPPEWA ST h N RrM-3 y�M a " " J� P 10 41 33 *1St RS -T as 1,4:7 30 8PR3DEJECT OPERTYm N 041 > -ESPINOSA ST N 00 N —SOD a O (II�ww Vl Z 1-1 VCO VI O M N ,°•.1 O H m • 800 Feet h VERBENA ST BUFORD AVE 61 00 M O N N O 00 N ti h N r N (n 07 —J W ti ti ti O 00 N h Date Created: 2/10/2016 Prepared By: JeremyM Dsparti eI t of Development Services CASE: 0216-02 ZONING & NOTICE AREA RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Multifamily 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 CR -2 CG -1 CG -2 CI CBD CR -3 FR H BP Resort Commercial Resort Commercial General Commercial General Commercial Intensive Commercial Downtown Commercial Resort Commercial Farm Rural Historic Overlay Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unit Dev. Overlay RS -10 Single -Family 10 RS -6 Single -Family 6 RS -4.5 Single -Family 4.5 RS -TF Two -Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home Subject Property O Owners with 200' buffer in favor 4 Owners within 200' listed on v Owners attached ownership table A in opposition LEOPARD SUBJECT PROPERTY MORGAN k0'94 4 rS6 / 1N 1 LOCATION MAP City of Corpus Christi Development Services Dept. P.O. Box 9277 Corpus Christi, Texas 78469-9277 (361) 926-3240 Located at 2406 Leopard Street en REZONING APPLICATION Case No.: 0216-02 PC Hearing Date: Feb. 24, 2016 Map No.: Proj.Mgr: Hearing Location: City Hall. Council Chambers, 1201 Leopard Street Hearing Time: 5:30 P.M. "A MAXIMUM OF FIVE REZONINGS CASES ARE SCHEDULED PER HEARING. • INCOMPLETE APPLICATIONS WILL NOT BE ACCEPTED. Applicant Julio and Minerva Reyna Contact Person : Minerva Reyna mailing Address:2922 Highland Ave. City: Cor us Christi Sta•e• TX ZIP: 78405 Phone: ( 361 )443-0473 E -m Cell: (same) Property Owner(s): Julio C. Reyna, Minerva E. Reyna, Jose Luh Rodriguez, and Marla Juliana Luna Contact Person :Minerva Reyna Mailing Address: 2922 Highland Ave & 2918 Highland Ave. city:Corpus Christi State:TX zip: 78405 Phone: (361 )443-0473 E-mail: Cell: ( same ) Subject Property Address. 2922 Highland Ave & 2918 Highland Ave. Area of Request (SF/acres): apProx. 24,394 SF Current Zoning Use. CN -1 Zone / Single -Family Use proposed Zoning use. RS -6 Zone / Single -Family Use 12 -Digit Nunes County Tax ID: - Subdivision Name: Montrose Park Legal Description if not platted. Na Block: 6 23B, 24B, 25B, 25 Lot(s): Submittal Requirements, ❑ Early Assistance Meeting Date Held , with City Staff ❑ Land Use Statement IN Disclosure of Interest 0 Copy of Warranty Deed IF APPLICABLE ❑ Peak Hour Trip Form (if request is inconsistent with Future Land Use Plan) 0 Site Plan for PUD or Special Permit 0 Metes & Bounds Description with exhibit if property indudes un -platted land (sealed by RPLS) ❑ Lien Holder Authorization 0 Appointment of Agent Form if landowner is not signing this form certify that I have provided the City of Corpus Christi with a complete application for review, that I am authorized to initiate this rezoning as or on behalf of the Property Owner(s), and the information provided is accurate. Owner or Agent's Signature Jose Luis Rodriguez / Maria Juliana Luna Owner or Agent's Printed Name Applicant's Signature n/a Applicant's Printed Name Office Use Only: Date Received: 7-12 -Z1 ( Received By; lifitakoth ADP: + Sign Fee = Total Fee L) Rezoning Fee: + PUD Fee No. Signs Required $10fsign Sign Poing Date: KIDEVELOPMENTSVCSLSHAREDY.AND DEVELOPMENTIAPPUCATION FORMS EZONINGIZONING APPUCATION 2015.DOC Form Revised 5/1212015 Gocp$ yR 'Orel r'>+ ,.Jy , TB52 Development Services Dept. P O Box 9277 Corpus Christi Texas 78469-9277 (361) 826-3240 Located at 2406 Leopard Street REZONING APPLICATION 0 H D tv Case No.: PC Hearing Hearing Hearing "A MAXIMUM " INCOMPLETE 0I 16-0,2 Map No.: 047043 Date: Feb. 24, 2016 Proj.Mgr: Location: City Hall. Council Chambers, 1201 Leopard Street Time: 5:30 p.m. ARE SCHEDULED PER HEARING. BE ACCEPTED. OF FIVE REZONINGS CASES APPLICATIONS WILL NOT 1. Applicant: Mailing Address. City: Lam? -�Leop((.� l�4- P4VY\DArkil-R-Up& .. Contact Person : rn: Ruirh--0,_ Kt lVl L State:WA1P: 7 ci q VS—Phone: ( -36 () T 7" 0( L3 E-mail: Cell: ( Ye, !) 11(-GC/ U 2. Property Mailing City: {{ Owner(s): -lit 4A) cc---11 111ttNwvATRI i Contact Person : TIA 111.0.0-1C. Address: Cr ]Wrr State: ZIP. Phone: ( ) E-mail. Cell: ( ) 3. Subject Current 12-Digit Subdivision Legal Description Property Address: a.a� fi' ark sue f,ase Ade Ur 6b 4-,9(15 6,f‘, 4 j Area of Request (SF/acres): Zoning & Use: Ud i 1' II'ADA� Proposed Zoning & Use: 1-11Q�1 Nueces County Tax ID: - - R51 6 �q ,� c Name: f V _ S �4 kJ_ t as.1j at� '! l) Block: i' Lot(s):2t e1.3.3 6 if not platted: ! 4. Submittal L arly Land IF APPLICABLE: ❑ Peak ❑ Metes Requirements: Assistance Meeting: Date Held Use Statement 0/Disclosure of Hour Trip Form (if request is inconsistent & Bounds Description with exhibit if property of Agent Form if landowner is not ~�d ; with City Staff css -5 14-uvra4923 Interest /Copy of Warranty with Future Land Use Plan) includes un-platted land (sealed signing this form Deed ■ Site Plan for PUD or Special Permit by RPLS) • Lien Holder Authorization • Appointment I certify that I have provided the City n behalf as on of Corpus Christi with a complete application for review; that I am authorized to initiate this rezoning of the Property Owner(s); and the information provided is accurate. Owner or Agent's Signature I Applicant's Signature Owner or Agent's Printed Name Applicant's Office Use Rezoning Fee: No. Signs Required lPriinted,Name Only: Date Received: t (i'i 21)1(.0 Received By: t1` / ADP: WS 1 107 50 + PUD Fee i 0 + Sign Fee 10.00 = Total Fee 1117.50 1 © $10/sign Sign Posting Date: 10.00 K 1DEVELOPMENTSVCSISHARED1LAND DEVELOPMENTtAPPLICATION FORM5IREZONINGIZONING APPLICATION 2015 DOC Form Revised 5/12/2015 NAME: N P° DISCLOSURE OF INTERESTS City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". STREET: CITY: ZIP: FIRM is:OCorporation °Partnership °Sole Owner °Association ()Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name Job Title and City Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name lk„ 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 NN" 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". Nam Consultant CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to �- t of o • us Christi, Texas as changes occur. Certifying Person: i `110'0 pt— (Pri Signature of Certifying Person: Title: Date: K, IDEVELOPMENTSVC55SHARED1LAND DEVELOPMENTIAPFLICATION FORh+54REZONINGIDISCLOSURE OF INTERE3 TS STATEMENT 5 12 2_15 DCC NAME: DISCLOSURE OF INTERESTS City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". Jose Luis Rodriguez and Maria Juliana Luna STREET: 2918 Highland Ave CITY: COrpUs Christi LP: 78405 FIRM is:OCorporation @Partnership @Sole Owner @Association @Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership In the above named "firm". Name Job Title and City Department (if known) in- 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 JA ` cy 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name Consultant CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Jose Luis Rodriguez & Maria Juliana Luna Title: Property Owners (Print Name) ,),),7 Signature of Certifying Person:A 05e -Li 11 S odirSt)7Z— Date: KIDEVELOPMENTSVCSISHAREDtAND DEVELOPMENTV4PPLICATION FORMSIREZONINGIDISCLOSURE OF INTERESTS STATEMENT_S.12.2015.DOC LAND USE STATEMENT 1. State the purpose of the request and include applicable background information as to the development plan for the property, i.e., usage of property, number and square footage(s) of existing and/or proposed buildings)/unit(s), building(s)/unit(s) height, parking plans/spaces, phasing schedule of development, number of employee(s) associated with the office, business or industrial development, hours of operation, modification or demolition plans for existing structure(s), type, area and setback of signage, etc. 3c( 2. Identify the existing land uses adjoining the area of request: North-SrS6%LOI�/n South - East West - _ orlurriatiedk0 gi;\IA &(9 iVesaeh� C 4USERSITANYAR.0001DESKTOP4DAILY USEIANNIKALLAND USE STATEMENT FOR ZONING DOC Land Use Statement To the Corpus Christi City Council members, I Minerva Reyna and my Husband Julio Reyna have resided at 2922 Highland Ave for 22 years and have just recently been notified that our residence is considered commercial property. Also, we have been made aware by code enforcement that our two lots adjacent to our home (MontRose Park Block 6 Lot 24B and 23B) are also commercial property and therefore cannot have any type of storage units, containers, travel trailers, or vehicles parked in our lots. It has also been brought to our attention that since our house is considered commercial property, if anything is to happen to our home such as a fire, flood, storm damage, or any other type of damage we are not allowed to rebuild or repair our home that we have been living in for 22 years. Due to no knowledge of rules of where storage units can be placed on one's property, we have had a storage unit on our property for 10 years. The (8x40) unit which after 10 years has been damaged due to weather, was replaced 1.5 years ago with another unit (12x32). The (8x40) unit is going to be removed from the property soon. The (12x32) unit is anchored down and in great condition. Upon receiving a notice to an infraction of code #105.1(8) Building Permit required due to the issue of the land being on commercial property, my husband and I started the process for rezoning of 2922 Highland Ave(Lot25B), Lot 24B, and Lot23B to Residential property. After we get our Residential property status approved, we ask for your consideration for the re -platting of 2922 Highland Ave(Lot25B) and Lot 24B in order to keep my storage unit next door to my home. Thank you for your time and consideration in this matter. Persons with disabilities planning to attend this meeting, who may require special services, are requested to contact the Development Services Department at least 48 hours in advance at (361) 826-3240. Personas con incapacidades. cue tienen la intention de asistir a esta junta v oue reeuieren sery"cion especiales. se les suplica oue den aviso 48 horas antes de Ia Junta I;amando al departamento de servicios de desarrollo. al numero (361) 826-3240. If you wish to address the Commission during the meeting and your Eng,ish is limited, please call the Development Services Department at (361) 826-3240 at least 48 hours in advance to request an interpreter be present during the meeting. Si usted desea diriairse a la commission durante is junta v su inches es limitada. favor de hamar al departamento de servicios de desarrollo al numero (361) 826-3240 al menos 48 hares antes de la junta para solicitar un ss . - exile Ia unta. I aw i—�mti -- — ri2016CITY PLANNING COMMISSION MAR PUBLIC HEARING NOTICE DEVELOPMENT SERVICES I Rezoning Case No. 0216-02 SPECIAL. SERVICES Julio C.Inerva E. Reyna and Jose Luis Rodriguez and Maria Juliana Luna have petitioned the City of Corpus Christi to consider a change of zoning from the "CN -1" Neighborhood Commercial District to the "RS -6" Single Family 6 District, resulting in a change to the Future Land Use Map from commercial to low density residential uses. The property to be rezoned is described as: Lot Nos. 23-B, 24-B, 25-B and Lot 25, Block 6, Montrose Park, located near the northeast corner of Highland Avenue and Duncan Street. The Planning Commission may recommend to City Council approval or denial, or approval of an intermediate zoning classification andor Special Permit. Approval of a change of zoning, if inconsistent with the City's Comprehensive Plan, will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. The Planning Commission will conduct a public hearing for this rezoning request to discuss and formulate a recommendation to the City Council. The public hearing will be held on Wednesday, March 9. 2016 during one of the Planning Commission's regular meetings, which begins at 5:30 p.m.. in the City Council Chambers, 1201 Leopard Street. You are invited to attend this public hearing to express your views on this rezoning request. For more information, please call (361) 826-3240. TO BE ON RECORD, THIS FORM MUST BE FILLED OUT, SIGNED BY THE CURRENT PROPERTY OWNER(S) AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. O. BOX 9277, CORPUS CHRISTI, TEXAS 78469- 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. NOTE: In accordance with the Planning Commission By -Laws, no discussion shall be held by a member or members of this Commission with an applicant or appellant concerning an application or appeal, either at home or office, or in-person, by telephone call or by letter. Printed Name: Address: 30 -3 3 ±.1„.c4 City/State: 0 ( ) IN FAVOR (t4IN OPPOSITION Phone: s. REASON: lV5irte5S arum SEE MAP ON REVERSE SIDE Property Owner ID 20 HTE# 13-10000036 0"17.1 �5 / Signature Case No 1113-02 Project Manager: Annika Gunning City of Corpus Christi Development Services Dept. P.O. Box 9277 Corpus Christi, Texas 78469 .. 1 __ • — 1 - ,. \ . r, .." k , , ... • . '.• ''. \ , , -..----- • ' "..-.--1 L^ •-•—• ' — — 1-.1 ''' ,• ,a' \ , s \ ..• — - s, - I ' , • L 1•.- _ : '. g ,_.,.1 ..__-....._ v , ' .' \ f. $ •'. T F i —I Z..-" , ., -.. \ 7 , 4 • ' I \ ', s• - ,c) .• .• , v. ' 20 532400050110 SAENZ GILBERTO ET AL 3034 BUFORD CORPUS CHRISTI, TX 78405 • N FOs-1. ttorg.4"0• 0.1=4".Efli=a• ®lilI1Y 11.(1W1.5 02 1M $ 00.486 000 4287110 FE B 26 2016 MAILED FROM ZIP CODE 78412 RUTH ST N 4 N 11 v ‘‘, If • -.. I R S - CHIPPEVVA ST " u - E 1 j u < II-, w , ..1 . SUBJECT ----OROPERTY T- - --; / •i- - i L , - k ..- I ,i . 1 .> - - " , ...r , -' 1 I . 1 •I'F'Vl = I .' , - C N - if' . I I • .1 ) - _L__ '.. ::_:.% I - i I - • "' . ... .1,71 . .. 1 i.,...._24:.__---7-1.• .. ,. r.__. vi_____—__ •,•-•-•-•• • • S' '41. • ....,".1 ..-"-.7—"ra—... 0 7 ..:. — ...o... ...:. . ., .,--....-..-_:••--....-7.; , ' •., ......::-.-...—:: , 7• - r/I •-_____ tar - in ▪ '------1 1_4 , rt t•-• —...—. - _ 7---7..— ..---.. 2. 1 BUFORD AVE FOI "3. _, Pruvez Or DtlillTe 'or Dn. er,:r...41, Zi r, .:et CASE: 0216-02 SUBJECT PROPERTY WITH ZONING FT1 e:- IWO • .le Lem. j1 y 2 6.1.1•! 1.1.14114 y 2 044 Pro1e.14cal 0111-• 11/.1 AT U. It14,1, It Cr4 1 Nr,vonrhaDo C4•11414,1.11 ci4•2 lie.rborriacc* Ccrnrn.r... :441 Pe•cat Canmertlal 411.2 Rtsorl =ontrsery. CO. 1 Gen, • .;ernrr• cial Lenera. CemmeiCla 0.1 swan, C0.1111.11 -C-1 03 12.2•41204,1 mme,c: CP•S PR F.6.- 01er .1. -EP 11 sweat P•rs • L1311 !MUM -al 444 ti• yott,u.: • 4.1-.0111.1-1131, 0.4.1144 445 .11 1 1:t.tlmII, 10 167.6 3,17.1./••171 ly 6 443-1 44 3;r -44m 1S RS 1, .1,11 443 11 Snca-S•m 11.15 Rf Fe Ii.e-11.11E61•17 443 H so...T.107MP SP Snac.4 Pr1,111 R. PC211•3o41a" 444411.011 1.30 R\14 lain 1.11.1 SUBJECT PROPERTY 7 .4.--7.1". e I f LOCATION MAP = Ciry of Corpus Chrtso AGENDA MEMORANDUM First Reading Item for the City Council Meeting of March 8, 2016 Second Reading Item for the City Council Meeting of April 12, 2016 DATE: TO: FROM: February 12, 2016 Ronald L. Olson, City Manager Fred Segundo, Director of Aviation FredS@cctexas.com (361) 289-0171 ext. 1213 Authorize second amendment to original five-year lease agreement with Atlantic Aviation to extend term for additional 15 years for operation of Fixed Base Operator Lease on the west side of the airfield at the Corpus Christi International Airport. CAPTION: Ordinance authorizing the City Manager, or designee, to execute a second amendment to the lease between Mercury Air Center — Corpus Christi, Inc., dba Atlantic Aviation ("Atlantic"), Atlantic Aviation FBO Holdings, LLC ("Atlantic Holdings"), and the City for completion of $3,300,000 in capital improvements for an additional 15 -year lease term; authorizing the execution of a short-term license agreement as part of the second amendment; and providing for severance, publication, and an effective date. PURPOSE: On January 13, 2015, the City Council approved an addendum to the lease agreement with the West -End Fixed Based Operator (FBO) at Corpus Christi International Airport (CCIA). The addendum revised language in the agreement to reflect similar provisions negotiated with the East -End FBO. The Addendum and Base Agreement provide that Atlantic may extend the base agreement of 5 years for up to an additional four 5 -year options. To execute each 5 year option, Atlantic is required to make a $1.1 million capital investment. Atlantic has submitted a proposed Capital Investment and Development Proposal of $3.3 million in improvements resulting in an additional 15 years in term resulting in 20 year agreement. During the construction period, Atlantic Aviation will operate its aviation terminal out of temporary modular facilities on separate licensed airport property. The temporary facilities will require a short-term license agreement. BACKGROUND AND FINDINGS: An FBO is a commercial business granted the right by an airport to operate on airport property and provide aeronautical services to customers. The current West -End FBO, Atlantic Aviation, provides a range of aviation services including the following: • sale of aviation fuel, • aircraft storage, • aircraft repair and maintenance • pilot training • aircraft rental and sightseeing • sale of aircraft parts • aircraft sales and service. Other than fueling of commercial aircraft, these services are primarily directed to General Aviation (GA) aircraft which are usually smaller and privately -owned. The existing agreement has resulted in Atlantic performing approximately $290,000 of deferred maintenance on the leased premises and fair market rental payments to the City of approximately $202,000. The land rental rate is subject to adjustment every five (5) years during the Term of the Agreement and any executed Options through an updated fair market appraisal process to be conducted by the City. Atlantic Aviation intends to renovate the facilities to meet company standards in regards to appearance, technology and operations. Six major areas that will be renovated are as follows: • General Aviation Terminal Building (new two-story building) • Hangar One (replace door tracks, painting, lighting upgrades and concrete replacement) • Intermediate Offices (renovation of space including entrances and tenant spaces) • Hangar Two ( painting, lighting upgrades and concrete replacement) • Hangar Three ( painting, lighting upgrades and concrete replacement) • Existing Vehicle Parking Area (repair damaged base, new surfaces and striping) ALTERNATIVES: No viable alternatives at this time due to limited departmental funding OTHER CONSIDERATIONS: This item requires a 28 day delay between readings. CONFORMITY TO CITY POLICY: This project is consistent with the Department of Aviation Business Plan requiring the maintenance of all city owned facilities on airport property and management of all leased property within the airport perimeter. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2015 - 2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $202,207 $202,207 Encumbered / Expended Amount This item (additional revenue) 0 0 BALANCE $202,207 $202,207 Fund(s): Airport Fund - 4610 Comments: None RECOMMENDATION: Staff requests approval of lease agreement as submitted. LIST OF SUPPORTING DOCUMENTS: Ordinance Atlantic Aviation — Second Amendment to Lease Drawing Exhibit — Proposed New Atlantic Terminal. Ordinance authorizing the City Manager, or designee, to execute a second amendment to the lease between Mercury Air Center — Corpus Christi, Inc., dba Atlantic Aviation ("Atlantic"), Atlantic Aviation FBO Holdings, LLC ("Atlantic Holdings"), and the City for completion of $3,300,000 in capital improvements for an additional 15 -year lease term; authorizing the execution of a short-term license agreement as part of the second amendment; and providing for severance, publication, and an effective date. WHEREAS, by Ordinance No. 030016, the City Council approved the Amended and Restated Hangar and Fixed Base Operator's Lease ("Lease") for a five-year term on November 19, 2013, which Lease was later amended ("First Amendment") by Ordinance No. 030393 on March 14, 2015; WHEREAS, Atlantic and Atlantic Holdings desire to exercise three five-year options to extend the term of the Lease to January 19, 2034, in exchange for an investment of $3,300,000 in capital improvements to be completed at the Lease premises; and WHEREAS, the City, Atlantic, and Atlantic Holdings desire to execute a second amendment ("Second Amendment") to the Lease for the purpose and reasons stated in this ordinance. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager, or his designee ("City Manager"), is authorized to execute a Second Amendment to the Lease between Atlantic, Atlantic Holdings, and the City for the exercise of an additional 15 -year lease term in exchange for an investment by Atlantic and Atlantic Holdings of $3,300,000 and full completion of the planned capital improvements, as stated in the Second Amendment. As part of the Second Amendment, the City Manager is also authorized to execute a short-term license agreement with Atlantic and Atlantic Holdings for use of real property adjacent to the Lease premises for the temporary placement of portable buildings to be used during completion of the capital improvements. SECTION 2. If, for any reason, any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgement of a court, it may not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance be given full force and effect for its purpose. SECTION 3. Publication of this ordinance must be made in the official publication of the City of Corpus Christi as required by the City Charter. SECTION 4. This ordinance is effective on and after the 61s' day passage. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2016, 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 finally passed on this the day of , 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Michael Hunter PASSED AND APPROVED this the day of , 2016. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor Ordinance — Atlantic FBO Lease Second Amendment Page 2 of 2 SECOND AMENDMENT TO LEASE BETWEEN THE CITY OF CORPUS CHRISTI AND ATLANTIC AVIATION STATE OF TEXAS COUNTY OF NUECES THIS second amendment ("Second Amendment") to the Corpus Christi International Airport Amended and Restated Hangar and Fixed Base Operator's Lease ("Lease") is entered into by and between the City of Corpus Christi ("Lessor" or "City"), Mercury Air Center — Corpus Christi, Inc., dba Atlantic Aviation ("Lessee"), and Atlantic Aviation FBO Holdings, LLC ("Atlantic"), as guarantor of the Lease. WHEREAS, Lessee desires to demolish certain improvements at and on the Leased Premises and construct new replacement improvements and also to reconstruct and renovate other improvements, with a total investment of $3,300,000 in capital improvement funding, as consideration provided to exercise three optional five-year lease periods, for a 15 -year extension of the term of the Lease, with all improvements to be completed in accordance with the require- ments of the Lease, Addendum No. 1 (the "First Amendment"), and this Second Amendment; and WHEREAS, subject to the terms and conditions set forth in the Lease, the First Amend- ment, and this Second Amendment, coupled with Lessee's full and faithful compliance with the foregoing instruments and Lessee's completion of all improvements as described and set out in this Second Amendment, Lessor is willing to extend the term of the Lease for an additional 15 - year period. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants made between the parties as stated in this Second Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Second Amendment agree to execute this instrument and proceed subject to the following terms, conditions and covenants: 1. Incorporation of Preamble. The preamble provisions set out above in this Second Amend- ment are incorporated by reference into the body of this document and constitute additional provisions under the Lease and First Amendment. 2. Effective Date. This Second Amendment takes effect on the 61' day following final approval by the City Council and publication in the official newspaper of the City, as required by the City Charter. 3. Effect of Second Amendment. This Second Amendment supplements and expands the provisions of the Lease and First Amendment between the Lessor and Lessee and the duties and responsibilities undertaken by the parties. The parties acknowledge and agree that all terms, conditions, and covenants of the Lease and First Amendment not changed by execution of this Second Amendment continue in full force and effect. The parties further agree that any ambiguities or conflicts between or among the documents may not be construed against the drafter. In the event of a conflict between or among the documents addressing the same matter, the parties agree that the more stringent provision controls. For purposes of this Second Amendment, the parties agree that the specific language included in this document modifies the terms and conditions of the Lease and First Amendment as necessary and desired to effectuate the purposes and plans of the parties. 4. Definitions; Usage. All words and phrases not defined in this Second Amendment or modified herein retain the definitions contained in the Lease and First Amendment. For brevity in this document, any reference to the Lease is deemed to collectively include the First Amend- ment, this Second Amendment, and all exhibits and documents attached to, referenced, or incorporated by reference into those instruments and which are the subjects of the lease relationship between the parties. 5. Capital Improvement Plan Provisions. A. The preliminary Capital Improvement Plan of Lessee is attached to this Second Amendment as Exhibit A, which exhibit is incorporated by reference into this document. As of the Effective Date of this Second Amendment, the Capital Improvements to be completed by Lessee are comprised of the following: (i) demolition and construction of a new two-story terminal/office building of approximately 6,979 square feet, replacing the building currently identified as "WGA of 1" in the Lease; (ii) full renovation and remodeling of the offices identified as "WGA of 2" and build -out of a new second -story storage area inside WGA of 2; (iii) renovations to hangar #1 identified as "WGA -H1"; (iv) renovations to hangar #2 identified as "WGA -H2"; (v) renovations to hangar #3 identified as "WGA -H3"; (vi) partial renovation of approximately 6,890 square feet to the concrete apron; and (vii) full renovation of the parking lot areas of the Leased Premises totaling 44,141 square feet. B. The Lessor, by execution of this Second Amendment, consents to the destruction of the building identified as "WGA of 1" above upon Commencement of Construction in consideration of Lessee's promise to undertake, fund, construct, and complete a new two-story terminal/office building in its place. Additionally, Lessor consents to Lessee's renovating of the interior of the intermediate offices inside WGA -H2 in order to fully complete the interior renovations and build out a new second -story storage area above the offices. C. The Capital Improvements required to be constructed by Lessee must be developed and constructed in accordance with and subject to all of the terms, conditions, and covenants of the Lease. D. Prepared Plans and Specifications. Prior to constructing the Capital Improvements, Lessee shall cause to be prepared, by competent and licensed architects and engineers, complete plans and specifications for such Capital Improvements. Such plans and specifications must be submitted to the Director for approval, which approval shall not be unreasonably withheld. Lessee may not make any substantial changes or alterations to the plans and specifications following the Director's initial approval unless further written approval of the Director is sought and obtained; provided, however, such further written approval is not required with respect to any changes or alterations made to the plans and specifications at the request of the City's Development Services Department so long as such changes or alterations comply with all municipal fire, building and other applicable city, state and federal laws, rules, regulations and code requirements, including any landscaping or design requirements of the Airport and the terms and provisions of any required building permits (collectively, "Building Regulations"). All plans and specifications must include the budget details associated with each proposed Capital Improvement. Page 2 of 9 E. Final Construction Budget Information. Not later than 45 days prior to Commencement of Construction, Lessee shall provide to Lessor a detailed budget for the construction and renovation of the planned Capital Improvements, and Lessor shall have 10 working days in which to provide any comments it may have with respect to any matters contained in such budget. Lessee's budget must contain and reflect all costs and expenses to be included in connection with the development of any necessary infrastructure and construction of the Capital Improvements. If Lessor provides comments to the budget, Lessor and Lessee shall work together in good faith to address any comments that Lessor may have with respect to the construction budget. F. Construction Contracts. After Lessor's final approval of the plans and specifications for the Capital Improvements, Lessee shall enter into a construction contract with a reputable, licensed contractor and will cause all such work reflected by such plans and specifications to be performed by the contractor. G. Bonding. Prior to the Commencement of Construction, Lessee shall provide Lessor with a performance bond in an amount sufficient to fully fund the value of the construction of the Capital Improvements, in accordance with the Lease. Lessee shall also provide a payment bond in an amount sufficient to ensure that all workmen receive full payment for all materials and labor provided in constructing and completing the Capital improvements. H. Indemnification of Lessor during Construction. Lessee must include in all contracts entered into for the construction and renovation of the Capital Improvements a provision requiring the contractor to indemnify, hold harmless, defend, and insure the parties to the Lease, including their respective officers, employees, and agents, against the risk of legal liability for death, injury or damage to persons or property, direct or consequential, arising or alleged to arise out of, or in connection with, the performance of any or all of the construction work, whether the claims and demands made are just or unjust, unless same are caused by the gross negligence or willful act of one of the parties to the Lease or their respective officers, employees, or agents. Lessee must also require the contractor to include a provision in each subcontract entered into between the contractor and any subcontractor for the construction or renovation of the Capital Improvements the same provision required in this paragraph (of the contractor) for indemnification of the parties to the Lease. 1. Construction Insurance. Lessee shall not begin Commencement of Construction until all insurance required by Exhibit B to this Second Amendment has been obtained by Lessee and approved by Lessor's Risk Manager. Exhibit B is attached to this Second Amendment, the terms and conditions of such exhibit being incorporated by reference into this document as if fully set out here in their entirety. From the date immediately prior to Commencement of Construction and continuing until completion of the Capital Improvements by Lessee and issuance of a certificate of occupancy ("CO") by Lessor, Lessee must ensure that the require- ments of Exhibit B are met and remain in full force and effect. Following completion of the Capital Improvements and issuance of the CO by Lessor, the insurance requirements of the original Lease executed in 2013 control for the remainder of the Lease term, unless otherwise modified or amended as set out in the Lease. Lessee shall require the contractor to furnish proof of insurance with the same types of coverage and limits as is required of Lessee pursuant to this Second Amendment. J. Compliance with Building Regulations. All plans and specifications for the Capital Improvements, and all renovations, remodeling, refurbishing, and construction upon the Leased Premises, must comply with all applicable Building Regulations, unless otherwise exempt. The Page 3 of 9 plans and specifications are subject to final submission and permit review by Lessor, in the ordinary course of Lessor's governmental business processes. Lessee will coordinate design and construction with Lessor's applicable departments and divisions including, but not limited to, the Aviation Department and the Development Services Department. IC Change Orders. The Director of Aviation will promptly review all design -related change orders submitted by Lessee through completion of the Capital Improvements. L. First -Class Quality. All construction, including workmanship and materials, must be of first- class quality. For the purposes of this Second Amendment, the term "first-class quality" means of the same quality as materials used to construct, renovate, and rehabilitate other buildings, parking lots, and concrete aprons used for the same or similar purposes already constructed on the Airport. M. Temporary License Granted. In order to undertake construction and renovation of the Capital Improvements, a temporary license is granted to Lessee by the City on a small parcel of land adjacent to the Leased Premises for Lessee's use in positioning and utilizing a temporary modular building for Lessee's continued operations. The licensed area ("License Area") is set out in a separate subagreement attached as Exhibit C, the terms and conditions of such exhibit being incorporated by reference into this document as if fully set out here in their entirety. For the purposes of the Lease, the Minimum Standards to which the Lessee must adhere, and the rules, regulations, directives, and policies applicable to tenants of the Airport, the License Area is deemed to be real property occupied and under the control of Lessee to the same extent as if the area were the subject of a formal short-term lease between the parties during the pendency of construction of the Capital Improvements and continuing until all buildings and personal property of the Lessee have been removed, the License Area is restored by Lessee to Lessor's reasonable satisfaction, and the License Area returned to Lessor's control, such return to be documented in writing by the parties. Upon a retum of the License Area to Lessor at set out in this paragraph, the temporary license agreement between the parties terminates without further action required by either party. N. Good Order. During construction, Lessee shall be responsible for causing the Leased Premises and License Area to be kept in good order and condition in accordance with com- mercially reasonable standards. Lessee shall coordinate all construction traffic within the Airport boundaries with the Director so as to not inhibit regular Airport vehicular traffic and to keep roadways safe and clean. All construction parking and staging will occur on the Leased Premises unless agreed to in advance by the Director in writing. Lessee will also coordinate with Lessor and the FAA any construction activities that are reasonably anticipated to affect the operations of the Airport. Lessee is solely responsible for notifying and coordinating all temporary relocations of Lessee's employees, sublessees, occupants, and guests made necessary or as are required during the pendency of any construction work. O. Inspections. During the progress of all work, the Director or another authorized represen- tative of Lessor may enter upon the Leased Premises and License Area and make such inspections as may be reasonably necessary for the purpose of satisfying Lessor that the work or construction is being performed in accordance with the terms and provisions of the Lease and Building Regulations, provided however, that Lessor shall not unreasonably interfere with the progress of such work. P. Utilities. Lessee shall be responsible for arranging and paying for, at its sole cost, alt utility connections necessary for utilizing the Leased Premises, the License Area, and all temporary buildings, and all utilities required under the plans and specifications for the Capital Improve - Page 4 of 9 ments; provided, however, Lessor shall assist and reasonably cooperate with Lessee, at no cost to Lessor, in making available to the Leased Premises' property line the existing utility infra- structure, it being understood and agreed that Lessee shall accept the existing utility infrastruc- ture in their currently existing locations on an "AS IS", "WHERE IS" basis, with no obligation on the part of Lessor to provide or construct any utilities needed for the Improvements. Q. Taxes and Licenses. During the construction of the Capital Improvements, Lessee must cause to be paid, prior to delinquency, any and all taxes of whatever character, including ad valorem and intangible taxes, if applicable, that may be levied or charged upon the Leased Premises, the Capital Improvements, License Area, or any operations thereon. Lessee shall cause to be paid any and all sales taxes arising in connection with the occupancy or use of the Leased Premises and License Area whether the taxes are assessed against the Lessee or any sublessee. Lessee must obtain and pay for all licenses or permits necessary or required by law for the construction of the Capital Improvements and must require any sublessee to obtain and pay for all licenses and permits necessary or required by law for the installation of equipment and furnishings, and any other licenses necessary for the conduct of its operations. If Lessee or any sublessee wishes to contest any tax or charge, such contest will not be a default under the Lease, so long as Lessee or such sublessee diligently prosecutes the contest to conclusion and promptly pays whatever tax is ultimately owed. Further, Lessee shall cause any taxes not being contested to be paid prior to delinquency. R. Aviation -Related Infrastructure. The parties agree that Lessee shall construct and install any required infrastructure improvements or enhancements necessary or desirable for the intended operation of the Capital Improvements as part of construction, such construction to be in accordance with the plans and specifications approved by the parties. S. Improved Access. Lessor agrees to cooperate with Lessee with respect to any roadway or access improvements required to enhance passenger vehicle traffic to the Leased Premises, provided however, that the costs of any necessary modifications shall be the sole responsibility of Lessee. T. Liens. Lessee intends to self -finance the construction and renovation costs of the Capital Improvements. In the event Lessee decides otherwise, Lessee shall be responsible for securing any construction financing required. The terms and conditions of the construction financing are subject to the sole discretion of Lessee, and Lessee agrees that it shall not allow any lien to attach to the Leased Premises or Lessee's leasehold interest, except as expressly permitted in the Lease or approved in writing by Lessor. Notwithstanding any such express provision or approval, Lessor's fee simple interest in the surface estate burdened by Lessee's leasehold estate and rent received from sublessees and managed areas, if any, must in all events be exempt from any such lien. U. Submission of Certificate of Occupancy. Upon completion of the construction and renovation of all Capital Improvements and prior to the physical occupancy of the buildings by Lessee or any of Lessee's sublessees, Lessee shall provide a copy of the issued CO to the Director. V. As -Built Plans. Upon final completion and acceptance by the Lessor and Lessee of the Capital Improvements, Lessee and Lessee's architect shall (i) certify to the Director that the Capital Improvements were completed according to the approved final plans and specifications and in compliance with all applicable Building Regulations and (ii) provide two sets of Mylar "as - built" plans and one electronic copy of the record construction documents to the Director, who will keep one set of plans on file at the Director's office in the Airport terminal and will provide Page 5 of 9 the other set to the City Secretary or Engineering Department, as applicable. Lessee must keep said delivered documents current during the pendency of the remaining Lease term by providing to the Director two new sets of Mylar "as -built" plans and one new electronic copy of all record construction documents in the event any alteration, modification, or addition in excess of $10,000 is made to the Capital Improvements and completed during the Lease term. The final square footage of the Capital Improvements shown in the "as -built" plans delivered by Lessee will serve as the new square footage figure used to calculate the lease rates applicable to the Capital Improvements. W. Ownership of Improvements. Upon completion of the Capital Improvements and acceptance by the City, ownership of the leasehold Capital Improvements constructed pursuant to this Second Amendment vests with Lessee, free and clear of all liens and other encum- brances or adverse interests on the real property, exclusive of Lessee's and its sublessees' removable fixtures, until the expiration of the Lease term on January 19, 2034, at which time ownership of all Capital Improvements constructed by Lessee vests with the City in accordance with the terms of the Lease. 6. Extended Lease Term. A. In exchange for Lessee's promises to fully fund, construct, and faithfully complete the in- tended Capital Improvements valued at $3,300,000 as set out in this Second Amendment, Lessee shall be granted an additional 15 years to the term of the Lease. Completion of the Capital Improvements is currently anticipated to occur by the end of April, 2017. Unless earlier terminated in accordance with the terms and conditions of the Lease, the parties intend and agree that each shall have vested rights as of the Effective Date of this Second Amendment and, accordingly, each agrees that the extended Lease term shall be fully binding upon the parties and shall be in full force and effect from and after the Effective Date, subject to Lessee's promised completion and Lessor's intended acceptance of the Capital Improvements. Once all Capital Improvements have been completed and accepted as contemplated by this Second Amendment, the new expiration date of Lessee's Lease term with the addition of the three five- year Option periods is anticipated to be January 19, 2034. B. The extended Lease term period is subject to all of the terms, conditions, and covenants of the Lease, First Amendment, and this Second Amendment, and all such provisions of the instruments shall continue in full force and effect between the parties. If Lessee fails to timely renew the one remaining five-year Option renewal period provided under the Lease, with such exercise by Lessee remaining conditioned upon an additional $1,100,000 investment, then all options with regard to any possible subsequent extension or renewal shall expire and be null and void. 7. Rent during Construction. A. Commencing on the Effective Date of this Second Amendment, Lessee shall continue to pay Lessor the same Premises Rent rates previously agreed to by the parties. B. Terminal Land Rent Rate. Upon Commencement of Construction, Lessee shall continue to pay to Lessor the existing rate for the terminal/office building identified as "WGA of 1" until such time as major demolition of the building commences. "Major demolition" means destruction that renders the terminal building unusable for Lessee's operation, such as by removal of the roof or exterior walls. The Director, in his sole discretion, shall determine when the building is deemed unusable. Once deemed unusable, the Director shall provide written notice to the Lessee. On the date following written notice to the Lessee that the terminal Page 6 of 9 building has been deemed unusable, Lessee shall be assessed the prevailing aeronautical improved land annual market rate of $0.30 per square foot, on a continuing monthly basis, on the portion of the Leased Premises to be occupied by the future terminal building, such square foot portion currently anticipated to be approximately 3,444 square feet. This revised annual market rate for the terminal land will remain in effect until a CO has been issued for the newly constructed terminal building. C. License Area Rent Rate. Upon Commencement of Construction, Lessee intends to occupy the License Area on a temporary basis for use with portable buildings. On the date Lessee places any portable building or Lessee's personal property upon or at the License Area, Lessee shall be assessed the prevailing aeronautical improved land annual market rate of $0.30 per square foot, on a continuing monthly basis, for the License Area, such area currently anticipated to be approximately 4,020 square feet. This annual market rate for the License Area will remain in effect until all temporary buildings and personal property have been removed by Lessee and the License Area subagreement is terminated, as set out in this Second Amendment. 8. By execution of this Second Amendment, Lessee undertakes to invest not Tess than $3,300,000 in order to exercise three five-year Options pursuant to the Lease and to construct and renovate the Leased Premises as set out in this instrument. In the event Lessee deems it necessary to expend more than the minimum investment in this paragraph, Lessee acknowledges and agrees that no portion of funds beyond the minimum investment will result, or be deemed to result, in the exercise of the fourth Option as described in the Lease nor in any additional period of years being added to the Lease. 9. Article 3, section 3.03, of the Lease is modified to include new subparts (c), (d), (e), and (f) to recognize Lessee's contemplated demolition and construction of a new terminal/office building, the included renovations, any future anticipated improvements to the Leased Premises that may be undertaken by Lessee, and the effect on the Appraisal periods, to read as follows: "(c) Notwithstanding the fact that the intended five-year period relevant to the next Appraisal cycle is due to occur in 2016, Lessee acknowledges and agrees that Lessor may deem it necessary to exclude Lessee's Leased Premises from the Appraisal due to the Commencement of Construction and to complete a separate supplemental appraisal report ("Supplemental Appraisal"), to be appended to the full five-year Appraisal report, once all newly constructed Capital Improvements have been completed and accepted. "(d) Lessor reserves the right to conduct a Supplemental Appraisal during the term of Lease or current Option period, if any, or any applicable extended term of the Lease, if new development, construction, or renovation of real property improvements is undertaken by Lessee during the remaining term of the Lease. "(e) Any Supplemental Appraisal report, although completed at a time beyond or outside the intended five-year period relevant to the Appraisal cycle, will not serve to extend the effective date of any rent rate increase that may be made pursuant to subpart (a) of this section." "(fl Notwithstanding subpart (e) above and the other provisions of this section, Lessee intends to undertake completion of a new terminal/office building and other improvements, as stated in the Second Amendment, which completion date is anticipated to occur at the end of April, 2017. Lessee acknowledges and Page 7 of 9 agrees that a separate Supplemental Appraisal will be conducted within a reasonably short period of time following completion of all construction, and any rent rate increases which may be indicated in the post -construction Supplemental Appraisal will not become effective until at least 30 days' advance notice to Lessee, as such notice period is set out in the Lease. Unless amended (as stated in the Lease), any new rent rates attributable to the post -construction Supplemental Appraisal of the April, 2017, Capital Improvements will take effect and remain in effect until completion of the next five-year Appraisal cycle currently anticipated to occur in 2021." 10. Article 16, section 16.02, is amended by adding the following sentence to the begin- ning of the section: "Lessee acknowledges that all Improvements presently existing on the Leased Premises are owned by the City of Corpus Christi." 11. Compliance with Law. Lessee shall ensure that it complies with all laws, rules, regula- tions, and codes that may be applicable to Lessee by execution of this Second Amendment and will further ensure that all provisions of the Lease, First Amendment, and this Second Amend- ment that may be applicable to Lessee's conduct and performance in undertaking, constructing, and occupying the Capital improvements to be completed pursuant to this Second Amendment wilt be observed. 12. Triplicate Counterparts. This Second Amendment may be executed in any manner of triplicate counterparts, each of which is deemed to be an original of this instrument for all purposes. 13. Entire Agreement. This Second Amendment and the attachments and exhibits attached to this document and incorporated by reference set forth the entire agreement of the parties with respect to undertaking construction and renovation of intended Capital Improvements on the Leased Premises and extension of the additional 15 years of the Lease term. Excluding the executed Lease, First Amendment, and the License Area subagreement, no other agreements, assurances, conditions, covenants (express or implied), or other terms of any kind exist between the parties regarding this Second Amendment. [signature page follows] Page 8 of 9 EXECUTED in triplicate by the parties, to take effect upon the Effective Date of this Second Amendment. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Ronald L. Olson, City Manager Date: Date: Approved as to legal form: , 2016 Elizabeth Hundley Assistant City Attorney for the City Attorney LESSEE: Mercury Air Center—Corpus Christi, Inc., doing business as Atlantic Aviation Louis Pepper, Chief Executive Officer Date:// 9 /;_," LEASE GUARANTOR: Atlantic Aviation FBO Holdings, LLC j = l Louis Pepper, Piubr ,tt /Authorized Person Date: e2// 9/c2e9/, ATTACHED AND INCORPORATED EXHIBITS: Exhibit A — Capital Investment and Development Plan Exhibit B — Insurance Requirements for Construction Exhibit C — Temporary License Area Subagreement w/Attachments Page 9 of 9 LJj fl CORPU CapItaI I a n d Development Proposai 4.4 aCHRISTI AIRPORT West Ramp General Aviation Facilities at Corpus Christi lnternation `i Airport Revised January 7, 2016 Development )Tea Michael Simmang, Regional Director - Atlantic Aviation 4309 Emma Browning Avenue, Austin, TX 78719 (512) 925-3884 Tomas Torres, General Manager -Atlantic Aviation 549 Pinson Drive, Corpus Christi, TX 78406 (361) 289-1881 Ahed Shakhsheer, Project Manager — Pivot CM, LLC 11845 Waterhaven Court, Reston, VA .20190 (703) 673-6549 TealConstructionCompany, Michael Miller— Preconstructioii Manager 5110E IH -37, Corpus Christi, TX 78407 (361) 882-4825 WKMC Architects, Inc., William McCord, AIA 909 S. Tancahua Street, Corpus Christi, TX 78404 (361) 563-0584 :R . Site Dynamics Budgeted cost of this project - $3,300,000.00 ® Additional improvements not included in construction; scope: ° New GA Terminal fdrnishings Advanced information technology throughohu:entire leasehold to increase se cunty and customer R 1 conveniences p .I Projected start date — March 1, 2016 (pending City Council and CCIA Notice -to -Proceed) Expected project completion date — November, 14, 2016 Proposed ork Project Objectives Atlantic Aviation intends to .renovate the facilities to meet company ;standards in regards to appearance, technology, and operations. These standards address theexpectations of customers and host authorities in the aviation community. Further, the; prolectec ., investment level is expected to satisfy requirements to obtain additional lease term as stated in the Corpus Christi International Airport Amended and Restated Hangar and Fixed Base Operators Lease. There are six major areas that Atlantic Aviation will be renovating: 1., General Aviation Terminal Building I 11 2. Hangar One 3. Intermediate Offices (between Hangars One and Two) 4. Hangar Two 5. Hangar Three 6. Existing Vehicle Parking Area General Aviation Terminal:; The Scope of work will include: Relocating administrative and operational functions to a modular trailer positioned ;at the southeast corner of the adjacent parking lot. H '1 V Coordinating security and AOA 'access with CCPD and TSA during this'temporary condition. Completely demolish the existing building. Construct a new two-story building on the .ground where the former terminal was located. ! `' The building will have new facade, ADA. toilets and up -o-date finished space. 4- Hangar One Hangar One will receiwe,the most extensive renovation of the three hangars. Scope of work shall include: a Demolition of all temporary structures, ivi'.thin hangar. o> Remove and replace existing hangar door tracks. o, Paint the hangar interior o. Install new emergency and exit lighting. Install new door to allow emergency egress to: laindsi` fie. k Replace cracked concrete slab between the hangar and the ramp. 1 Intermiedi to Offices The scope of work will include: r The tenants will be relocated to temporary modular trailers. (location reflected in accompanying o.. documents). ► Renovation of existing office space. ® Modify Hangars One & Two doors to allow eeess from the offices to the airslicde. a. Layout and finishes of the tenant space will be coordinated with the current Atlantic) Tenan.a 0 Construct a storage mezzanine level as allowed by code. Hangars Two and Three The scope of work will include: Paint the hangars' interior. Install new emergency and exit lighting. Install exteriordoor1to allow emergency egress to, land Replace concrete slab between he ibrthd! the ramp. 4 Vehicle Parkin Are The scope of work will include: Repair damaged base Mill, concrete stabilized, and relayed the parking lot per the recommendations of the civil ensgi`neer. Re -stripe for parking usage in accordance with the ADA and local governances. ► Pave the air -side alley between Hangars Twd and Three similar to the vehicle parking area. • . . .amu s:: a5 . a • 7 General Aviation Terminal Renovation View from Northwest suu:xsr• or qB Teal Constnrdlon 111/NUCA anw+cl Capital Improvements Waal Ramp General Aviation Facilities at Carpus Christi International Airport c==a71� h 1� �7 T' B Atlantic Aviation Itliticerr 549�PkuonOlin W%MCAith cz CpuC W Tit 76406 M IL, Timm Cw.eDri LTII7/M1 47". • ` Ski.4 . .u. •tItt• 41 fl General Aviation Terniinal Renovation [ View from Northeast WAIL XIS . rr 1• rI 11 t.f!lf II Itiiii l®ir i IdL.. El If -A 111111111 - View from Southeast WAIL VIT. rr Capital improvements west Ramp General Aviation Facilities at Corpus Christi Iatematkmal Airport 11 �� i �77.0� Atlantic Aviation 544Pinson �Ddvt CoIX MOS r.•� IC.. • .4a I` 1 I ! +J J. rte' •��• _a f � I•N. R•rt�L'"�' 1 General Aviation Terminal Renovation 1 FBO First Floor - Plan scouz,ar. Tad Cantu:Son MACHU Tit nal Capital Improvements Wast Rwup General Aviation Facilities at Corpus Christi International Airport 13 ru Mantic Aviation 519 Pinson Drive Gnus awisd+TX . a • * ' ++mow �.;; tY . � a :.�. —.x.' • [� General Aviation rermfnal Remotion• FBO Second Floor - Pian ewna7r• ra TW Coretruction btyUlR CupsOhKII rrpr Q„1rs1.1121 Capital Improvements West Ramp General Aviation Facilities at Corpus Christi international Airport G1 u L C,1`7�OG Atlantic Aviation 549 Pinson Drive Corpus Christi, TX 78145 r Intemhiedlate Office Renovation ii 1 Intermediate Office & Sho ' es - Floor Plan CriZAL Tal ccrzbv bn Si1N&MU T1 MMUAM Capital Improvements West Ramp General Aviation Faculties at Corpus Christi Intemallonai Alport Pi 'T L i•- N —r Atlantic Aviation 549 Pinson Drive Corpus TX 73406 Viae ricrs WK C k. a.m.' amass assumes Tea! Constrtzton Camp ny DAY:' ci 1M:i gee 1 General ConCrecrcrs 5110B G1-1-37 Carpus Chr158. TX 78407 Phone 361-81/2-48251 Fax 361.882.4630 Improvements to Atlantic Aviation CRP Corpus Christi International Airport Proposed Construction Budget: Div. Area of Work $/SF Cost % 2 SITEWORK $22.93 $316,463.00 9.6% 3 CONCRETE $6.34 $87,500.00 2.7% 4 MASONRY $0.24 $3,360.00 0.1% S METALS $12.83 $177,000.00 5.4% 6 WOOD/PLASTIC $7.03 $97,010.00 2.9% 7 THERMAL/MOISTURE $5.39 $74,380.00 2.3% 8 DOORS/WINDOWS $15.77 $217,650.00 6.6% 9 FINISHES $38.21 $527,311.00 16.0% 10 SPECIALTIES $5.15 $71,030.00 2.2% 11 EQUIPMENT $0.00 $0.00 0.0% 12 FURNISHINGS $0.00 $0.00 0.0% 13 SPECIAL CONSTRUCTION $1.05 $14,464.00 0.4% 14 CONVEYING $5.80 $80,000.00 2.4% 15 MECHANICAL $16.16 $223,000.00 6.8% 16 ELECTRICAL $12.04 $166,159.00 5.0% SUBTOTAL $148.94 $2,055,327.00 GENERAL CONDITIONS $20.81 $287,154.00 8.7% OH&P $13.52 $186,642.00 5.7% INSURANCE $1.82 $25,123.00 0.8% BOND $3.30 $45,607.00 1.4% TEMP CONSTRUCTION $3.84 $53,037.00 1.6% PERMITS $1.98 $27,295.00 0.8% TAXES $7.69 $106,056.00 3.2% CONST. MANAGEMENT $2.90 $40,000.00 1.2% SUBTOTAL 1 $204.80 52,826,241.00 A&E $16.32 5225,280.00 6.8% SUBTOTAL 2 $221.12 53,051,521.00 CONTINGENCY $18.01 $248,479.00 7.5% TOTAL _ $239.13.. 0,300,00100 www.tealcon.com • 1.gr, .f ,. • .ia.7r 1r. ..��1�'=,"`may? !`=:'.--1� •y ?tsiq/ra`'s`.:. � 1.Y11" fi �F' Y(K3}i T.L+'i 1.lrX.'T i� .'_:i�1�w9ir 7+�i'1•• . 5F �r triOrii1Q'katoca,530610 tiwkotir `-ttietfi'ct`'t• .:: Customer ,Focus As always, providing for our customers' safety and satisfaction are at the top of Atlantic's corporate culture. To this end, our sitemanagement and staff will take every measure to minimize inconveniences, and( communicate progress to those weiserve..Expe;t to s;ee additional customer perks as we go, through; this process. The end result will definitely be worth the effort!; ATL��iV"Y'IC December 14, 2015 Mr. Fred Segundo, A.A.E. Director of Aviation Corpus Christi International Airport 1000 International Drive Corpus Christi, TX 78406 Dear Mr. Segundo, Per the Corpus Christi International Airport Amended and Restated Hangar and Fixed Base Operator's Lease, Mercury Air Center — Corpus Christi, Inc. dba Atlantic Aviation acknowledges the requirement for a Capital Improvement Plan and related budget for presentation to the City of Corpus Christi in consideration of exercising three of the four available Option terms commencing at the end of the initial term. Per your directions in the note on Friday, December 11, 2015, it is Atlantic Aviation's intent to: • Submit all final as -built drawings and plans when complete and stamped by an engineer of record. • Submit all final direct construction costs of the project after completion of all improvements. • Invest no less than $3.3 million in Direct Construction Costs in order to extend the term of the Amended and Restated Lease for an additional 15 -year period. • Provide a performance bond or irrevocable standby letter of credit in the prescribed time and amount in accordance with the Amended and Restated Lease and Addendum #1. Very sincerely, Mic el Simmang, Region Director Atl ntic Aviation Corpus Christi Int'I Airport (KCRP) • 549 Pinson Dr. • Corpus Christi, TX 78406 • (361) 289-1881 EXHIBIT B INSURANCE REQUIREMENTS I. LESSEE'S CONTRACTOR'S LIABILITY INSURANCE A. Lessee's contractor must not commence occupancy of Property located at the Corpus Christi International Airport under this contract until all insurance required has been obtained and such insurance has been approved by the City. Lessee's contractor must not allow any sub -Lessee's contractor to commence work until all similar insurance required of any sub -Lessee's contractor has been obtained. B. Lessee's contractor must furnish to the City's Risk Manager and Director of Aviation Dept. 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 Genera[ 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 WORKERS' COMPENSATION All states endorsement required if Lessee's contractor is not domiciled in State of Texas. EMPLOYER'S LIABILITY Statutory $500,000 /$500,000 /$500,000 BUILDER'S RISK All Perils including Collapse For total value of construction project PERSONAL PROPERTY INSURANCE Lessee's contractor, at their own expense, shall be responsible for insuring all owned, leased or rented personal property. C. In the event of accidents of any kind related to this contract, Lessee's contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Lessee's contractor 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 Lessee's contractor will be promptly met. An All States Endorsement shall be required if Lessee's contractor is not domiciled in the State of Texas. B. Lessee's contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Lessee's contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Lessee's contractor 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 Lessee's contractor or as requested by the City. Lessee's contractor 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: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Lessee's contractor 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, Lessee's contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lessee's contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Lessee's contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Lessee's contractor to stop work hereunder, and/or withhold any payment(s) which become due to Lessee's contractor hereunder until Lessee's contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Lessee's contractor may be held responsible for payments of damages to persons or property resulting from Lessee's contractor's or its sub -Lessee's contractor's performance of the work covered under this contract. H. It is agreed that Lessee's contractor'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. 2016 Insurance Requirements Aviation Dept. Atlantic Building Project 2/2/2016 ds Risk Management EXHIBIT C LICENSE AGREEMENT FOR TEMPORARY MODULAR BUILDINGS STATE OF TEXAS § COUNTY OF NUECES § THIS license agreement ("Agreement") is entered into by and between the City of Corpus Christi ("City"), a Texas home -rule municipal corporation, Mercury Air Center — Corpus Christi, Inc., dba Atlantic Aviation, and Atlantic Aviation FBO Holdings, LLC, (the two latter parties to be collectively referred to in this Agreement as the "Licensees"). This Agreement forms part of the Second Amendment to the Lease, such lease being presently in effect, and is joined to the Second Amendment instrument by mutual agreement of all parties. WHEREAS, City owns the real property and improvements located at the Corpus Christi International Airport, Corpus Christi, Texas, and being more particularly described as a unique parcel of unplatted real property ("Premises"), as shown in Attachment "A"; WHEREAS, the Licensees desire to utilize the Premises on a temporary basis during the period in which Licensees construct and renovate certain improvements ("Improvements") on an adjacent parcel of real property presently under lease (the "Leased Premises") by the Licensees; and WHEREAS, the Licensees have requested City to allow the use and occupancy of the Premises for Licensees' need to relocate their business operations while the Leased Premises is under construction and renovation. NOW THEREFORE, in accordance with Article IX, Section 1, of the City's City Charter and in consideration of the payment of rentals under the Lease by Licensees and the amounts to be paid pursuant to the Second Amendment, the City does grant to Licensees, for the term and upon the conditions stated in this Agreement, a License for the right to install, operate, occupy, maintain, repair, and remove one or more portable modular buildings ("Temporary Buildings") on the Premises. The area which the Licensees are granted for the location of the Temporary Buildings is referred to in this Agreement as the "License Area." Licensees agree that the License Area may not be expanded, enlarged, or altered in any way nor shall the number of Temporary Buildings exceed two without the prior written approval of the City, acting by and through the City Manager or his designee ("City Manager") or the Director of Aviation ("Director). TO HAVE AND TO HOLD the same License granted unto Licensees, their successors and assigns, together with the right under the conditions specified in this Agreement, to at any time enter upon the above described License Area to install, Page 1 of operate, occupy, maintain, repair, or remove Licensee's Temporary Buildings, and being further understood that the License granted by this Agreement is subject to the Licensees' compliance at all times with the following conditions, the City and Licensee therefore agree as follows: A. The preamble language above is adopted by the parties as true and correct, the substance of which is incorporated by reference into this Agreement as if fully set out here in its entirety. B. This Agreement, and the rights granted under the Agreement, may be revoked at any time by the City upon providing the Licensees not less than 30 days' advance written notice by the City Manager or Director. In the event of a revocation of the License by the City Manager or Director, or the earlier termination of this Agreement by either party, no portion of any payment made under this Agreement is refundable to the Licensees. C. This Agreement is for a limited duration of time beginning on the date of Commencement of Construction, as such term is defined in the Lease, and continuing until the completion of the Improvements and occupancy of same by Licensees, at all times this Agreement remaining subject to termination under paragraph A above. In addition to other specified events or actions as stated in this Agreement that can result in termination of this Agreement, this Agreement also terminates if Licensees discontinue or abandon completion of the improvements or fail to commence construction of the improvements by the 36m month of the Lease. The License granted pursuant to this Agreement is made expressly subject and subordinate to the right of the City to use the Premises for any public purpose including, but not limited to, the laying of utility lines or traversing the License Area for security reasons. In the event the City gives notice of termination under paragraph A, Licensees shall promptly, at their sole cost and expense, make or cause to be made the removal of the Temporary Buildings. Licensee shall reimburse the City for the cost of the City's removal of the Temporary Buildings if Licensee does not promptly remove them within the notice period. D. This Agreement may not be assigned by Licensee without the City Manager's or the Director's prior written consent. E. The Licensees shall acquire and maintain at all times for the term of this Agreement insurance coverage pertaining to the License Area granted under this Agreement and the activities authorized by this Agreement. The types of required insurance coverages must be in the minimum amounts set forth in Attachment "B", the substantive content of such document being incorporated by reference into this Agreement as if fully set out here in its entirety. The insurance policies must name the City as an additional insured and may not be canceled, renewed, or materially changed by Licensees unless at least 10 days advance written notice has been provided to the City. Page 2 of 9 Upon the City Manager's written request, Licensee shall provide copies of all requested insurance policies to the City's City Attomey. F. Should construction be deemed necessary by Licensees in the License Area, construction plans and specifications for all proposed work must be submitted in advance by the Licensees to the City's City Engineer and Director for approval prior to beginning the construction process. The plans and specifications must show the depth and location of the proposed construction and distance from existing water, storm water, wastewater, and gas lines. The Licensees shall also comply with all laws, rules, regulations, and ordinances applicable to construction in the City and on public property including, but not limited to, obtaining all required permits. Licensees shall incur and fully pay for all labor and materials used in the License Area and will not permit or suffer any mechanic's or materialman's liens of any nature whatsoever to be affixed against the Premises by reason or any work done or materials furnished to the License Area at the Licensees' request. G. Prior to the start of any approved construction, Licensees shall require every contractor and subcontractor to provide proof of insurance of the types and in the amounts required by the City's Risk Manager. Additionally, Licensees shall require their contractors and subcontractors to indemnify the City, its officers, employees, representatives, agents, licensees, and invitees in the same manner that Licensees have provided indemnification to the City pursuant to this Agreement and the Lease. H. Licensees shall provide all necessary and proper safety devices so as to prevent injuries or accidents in the License Area, in as much as possible. I. At least 48 hours prior to beginning any approved construction, Licensees shall contact 1-800-DIG-TESS and the Lone Star Notification Center (1-800- 669-8344) as well as any other required agency or authority. Additionally, at least 48 hours prior to beginning any approved construction, Licensees shall give notice and verify depth and location of communication lines or communication fiber optic cables, whichever is applicable, to the following: • City Utility Departments, including Water, Storm Water, Wastewater and Gas; • American Electric Power (AEP); • American Telephone and Telegraph (AT&T); • CenturyTel; • Time Warner; • Grande Communications; and • Any and all other certified telecommunications providers. Page 3 of 9 A City inspector may request that a utility line be uncovered to verity its depth or location. J. Any construction process and use of the License Area by Licensees shall not interfere with the construction, installation, operation, maintenance, repair, removal or replacement by the City or any of its agents, contractors, or franchisees of any existing or future proposed sidewalks, utility lines, or other uses. If the City or any franchisee with utilities currently located in the License Area needs access to the area, Licensees shall pay for removing or relocating any personal property or Temporary Buildings in the License Area to allow access to utility lines for maintenance, repair, replacement, or removal of the utility lines. Following any construction by Licensees, Licensees shall repair the License Area to its original condition or cease to use the License Area, at which time this Agreement immediately terminates. K. City Traffic Engineer requirements pertaining to this Agreement, if applicable in context: 1. At least 48 hours prior to commencing any approved construction, the Licensees shall file and obtain approval for a traffic control plan with the City's Traffic Engineer. No closure or barricading of a public right-of-way or any portion of a public right-of-way may occur before approval of the traffic control plan and, if applicable, approval of a detour or barricade plan has been obtained from the City's Traffic Engineer. 2. Should Licensees require a trench, pit, or similar excavation be dug during approved construction, the Licensees shall file and obtain approval for barricading said trench, pit, or excavation in accordance with the Texas Manual on Uniform Traffic Control Devices from the City's Traffic Engineer. [See paragraph "P" of this Agreement for additional requirements regarding trenches, pits and similar excavations.] L. If, as determined by the City Manager, damage occurs to any gas, water, storm water, or wastewater line, Licensees shall allow the City immediate access to the License Area to perform an assessment, make repairs, or take any other action deemed necessary by the City. Determination of the extent of damage and repairs necessary to restore the utility line(s) shall be made by the City Manager. All costs of the City associated with said damage and repair, including labor and materials, shall be paid by Licensees within 30 days of the City's invoice. M. Should construction become necessary near existing water or wastewater lines, Licensees shall take every precaution not to disturb the soil surrounding any such lines, including al! thrust blocks. Page 4 of 9 N. If any approved work is conducted near any existing water main, it shall be done under the inspection of a City inspector at a daily rate of $310.35 for each day spent inspecting construction, installation, maintenance, repair, replacement, or removal in the License Area. A half-day, being four hours or more of work time by the City inspector, constitutes a whole working day for purposes of calculation. Any time in excess of eight hours a day, or on a Saturday, Sunday or holiday, shall be calculated at a daily rate of $58.18 per hour. Any assessed inspection fees shall be paid by the Licensees to the appropriate City department within 30 days of the City's invoice. These amounts will be adjusted annually each year on October 1 to reflect any pay increases that may be attributable to the rates charged. O. At any and all times, Licensees shall be responsible for the repair and maintenance of the License Area including, but not limited to, any costs associated with damage occurring due to natural weather elements/occurrences or man-made forces. Should damage occur to the License Area, regardless of the type of damage, Licensees shall immediately repair the damage upon notice by the City. Failure to repair within the notice period provided to Licensees immediately terminates this Agreement without any further action needed on the part of the City. P. Licensees shall repair, or cause to be repaired, any damage to driveways, culverts, head walls, landscaping, sidewalks, curbs, gutters, and any other structure, public or private, resulting from or caused by reason of construction, installation, maintenance, repair, removal, replacement or operation of the License Area. Q. If a trench, pit, or other excavation is required during approved construction, no trenches, pits, or other excavation, other than bore pits, shall be left open overnight, except as specifically authorized by the City's Director of Development Services and City's Engineer. Bore pits are not allowed open for a period of longer than 14 calendar days, regardless of location. All trenches, pits, or other excavations, other than bore pits, shall be backfilled by the Licensees promptly and in accordance with current City standards and specifications and as per the City inspector's request. All trenches, pits, and other excavations, including bore pits, shall be barricaded by the Licensees in accordance with the Texas Manual on Uniform Traffic Control Devices and as approved by the City's Traffic Engineer. [See paragraph "J.2." of this Agreement for additional requirements pertaining to trenches, pits, and other excavations.] R. If backfilling becomes necessary, all backfill, specifically including in and around existing utilities, shall be made by Licensees according to current City standards and specifications and as required by a City inspector. Page 5 of 9 S. LICENSEE COVENANTS AND AGREES TO FULLY INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY AND THE ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, VOLUNTEERS AND REPRESENTATIVES OF THE CITY, INDIVIDUALLY AND COLLECTIVELY, FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND SUITS OF ANY KIND AND NATURE, INCLUDING BUT NOT LIMITED TO, PERSONAL OR BODILY INJURY, DEATH AND PROPERTY DAMAGE, MADE UPON THE CITY DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO LICENSEE'S USE OR OCCUPANCY OF THE LICENSE AREA UNDER THIS LICENSE AGREEMENT, INCLUDING ANY ACTS OR OMISSIONS OF LICENSEE, ANY AGENT, OFFICER, DIRECTOR, REPRESEN- TATIVE, EMPLOYEE, CONSULTANT, SUB -LICENSEE, ASSIGNEE OR SUBCONTRACTOR OF LICENSEE, AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIREC- TORS AND REPRESENTATIVES WHILE IN THE EXERCISE OF PERFORMANCE OF THE RIGHTS OR DUTIES UNDER THIS LICENSE AGREEMENT, ALL WITHOUT, HOWEVER, THE CITY WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. IT IS FURTHER COVENANTED AND AGREED THAT SUCH INDEMNITY SHALL APPLY EVEN WHERE SUCH COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND/OR SUITS ARISE IN ANY PART FROM THE NEGLIGENCE OF THE CITY, THE ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS AND REPRESENTATIVES OF THE CITY UNDER THIS LICENSE AGREEMENT. THE PROVISIONS OF THIS INDEMNITY ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. LICENSEE AND THE CITY SHALL PROMPTLY ADVISE THE OTHER PARTY IN WRITING OF ANY CLAIM OR Page 6of9 DEMAND AGAINST THE CITY OR LICENSEE WHICH IS MADE KNOWN TO THE DISCLOSING PARTY RELATED TO OR ARISING OUT OF LICENSEE'S ACTIVITIES UNDER THIS LICENSE AGREEMENT, AND LICENSEE SHALL SEE TO THE INVESTIGATION AND DEFENSE OF SUCH CLAIM OR DEMAND AT LICENSEE'S REASONABLE COST. THE CITY SHALL HAVE THE RIGHT, AT ITS OPTION AND AT ITS OWN EXPENSE, TO PARTICIPATE IN SUCH DEFENSE WITHOUT RELIEVING LICENSEE OF ANY OF ITS OBLIGATIONS UNDER THIS PARAGRAPH. IT IS THE EXPRESS INTENT OF THE PARTIES TO THIS LICENSE AGREEMENT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS AN INDEMNITY EXTENDED BY LICENSEE TO INDEMNIFY, PROTECT, AND HOLD HARMLESS THE CITY FROM THE CONSEQUENCES OF THE CITY'S OWN NEGLIGENCE, PROVIDED HOWEVER, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL APPLY ONLY WHEN THE NEGLIGENT ACT OF THE CITY IS A CONTRIBUTORY CAUSE OF THE RESULTANT INJURY, DEATH, OR DAMAGE, AND SHALL HAVE NO APPLICATION WHEN THE NEGLIGENT ACT OF THE CITY IS THE SOLE CAUSE OF THE RESULTANT INJURY, DEATH, OR DAMAGE. LICENSEE FURTHER AGREES TO INVESTIGATE, SETTLE, AND DEFEND, AT ITS OWN EXPENSE AND ON BEHALF OF THE CITY AND IN THE NAME OF THE CITY, WITH COUNSEL REASONABLY SATISFACTORY TO THE CITY, ANY CLAIM OR LITIGATION BROUGHT AGAINST THE CITY AND ITS ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, VOLUNTEERS AND REPRESENTATIVES, IN CONNECTION WITH ANY SUCH INJURY, DEATH, OR DAMAGE FOR WHICH THIS INDEMNITY SHALL APPLY, AS SET FORTH ABOVE. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THE PERFORMANCE OF THIS LICENSE AGREEMENT. T. All signatories to this Agreement warrant and guarantee that they have the authority to act on behalf of the entity represented and make this Agreement binding and enforceable by their signatures. Page 7 of 9 U. Unless otherwise stated in this Agreement, any notice required or permitted to be given under this Agreement must be sent in accordance with the provisions of the Lease between the parties and addressed to the notification addresses contained in that document. Any party may, by notice to the other parties in accordance with the provisions of the Lease, specify a different address or addressee for notice purposes of this Agreement. V. This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created pursuant to this Agreement are performable in Nueces County, Texas. Venue for all actions arising from, out of, or related to this Agreement must be brought in Nueces County, Texas. W. This instrument, including exhibits, constitutes the entire agreement between the City and the Licensees, and no prior written, oral, or contemporaneous promises, warranties, or representations shall be binding upon any parties. This Agreement may only be amended by written instrument signed by authorized representatives of the City and Licensees and approved as required by City law. X. Any payments that may be due from the City pursuant to this Agreement may only be made from current revenues available to the City. EXECUTED IN TRIPLICATE by the parties and made effective upon the Effective Date of the Second Amendment to the Lease between the parties, such Second Amendment being executed concurrently with this instrument and to which this instrument is joined. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Date: Approved as to legal form: , 2016 Elizabeth Hundley Assistant City Attorney for the City Attorney Ronald L. Olson, City Manager, or his designee Date: Page 8 of 9 LESSEE: Mercury Air Center --Corpus Christi, Inc., doing business as Atlantic Aviation Louis Pepper, Chief Ex7tive Officer Date:c /l 9�G /lam LEASE GUARANTOR: Atlantic Aviation FBO Holdings, LLC Louis Pepper,'Ptiefnt- Authorized Person Date: , \ % ATTACHED AND INCORPORATED EXHIBITS: Attachment "A" — Premises / License Area Attachment "B" — Insurance Requirements for Use Page 9 of 9 ATTACHMENT "N' - — @a. 0 1., 11:311aW -,t4W.14 ••••!.7:14: HANGAR 3 "at ; ".••• ••• ; • •soo. ; i Tung:cag • AOA fence • •.=;• • HANGAR 2 i .0=1 •=1. I • I , \ek, Additional t.enspl316 Lot Atea 4-000 SqF t . ,rinVorai; ADA letece Nell relict, .stvess nal! — - tO0i1W-qt,'IrefrOrrt-Virc ThrtilV -1J4rral:rt andlhe NONT6tr-irlrlUta womb diNTOW . paricitigo,Yainlh 10' ritin41-b.AQA:fehtlei,AC5A,CP:Ne LQ.Z10-.1fM.. ;er alUIMMehtg Latf ciVi re, sibris3., ADA.g.i1.0 4 s ATTACHMENT "B" INSURANCE REQUIREMENTS I. LICENSEE'S LIABILITY INSURANCE A. Licensee 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. Licensee must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. Licensee shall furnish to the Risk Manager and Director of Aviation 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, auto liability policies by endorsement, and a waiver of subrogation by endorsement is required for the workers' compensation policy. 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 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 Contractor 7. Underground Hazard (if applicable) 8. Hanger Keepers $10,000,000 Per Occurrence $10,000,000 Aggregate ENVIRONMENTAL IMPAIRMENT LIABILITY $2,000,000 Per Occurrence $2,000,000 Aggregate BUSINESS AUTOMOBILE LIABILITY 1. Owned 2. Hired & Non -owned $5,000,000 Combined Single Limit PROPERTY INSURANCE Licensee is responsible to insure all personal property. WORKERS' COMPENSATION All States endorsement is required if Licensee is not Domiciled in Texas. EMPLOYER'S LIABILITY Which Complies With The Texas Workers' Compensation Act And Paragraph II Of This Exhibit. $1,000,000 / $1,000,000 / $1,000,000 C. In the event of accidents of any kind related to this Agreement, Licensee shall furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. II. ADDITIONAL REQUIREMENTS A. Licensee must obtain workers' compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. An "All States" endorsement shall be required if Workers' Compensation policy is not written in accordance with Texas Department of Insurance rules. B. Licensee shall obtain and maintain in full force and effect for the duration of this Agreement and any extension hereof, at Licensee'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. Licensee 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. Licensee shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following addresses: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 (361) 826-3680 Fax: (361) 826-3697 Department of Aviation Attn: Director 1000 International Drive Corpus Christi, Texas 78406 (361) 289-0171 ext. 1210 Fax: (361) 289-0251 D. Licensee agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement or comparable policy language, as respects operations, completed operations and activities of, or on behalf of, the named 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 Page 2 of3 • 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, Licensee shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Licensee's performance should there be a lapse in coverage at any time during this Agreement. Failure to provide and to maintain the required insurance shall constitute a material breach of this Agreement. F. In addition to any other remedies the City may have upon Licensee'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 Licensee to stop work hereunder and/or withhold any payment(s) which become due to Licensee hereunder until Licensee demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Licensee may be held responsible for payments of damages to persons or property resulting from Licensee's or its subcontractor's performance of the work covered under this Agreement. H. It is agreed that Licensee'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. 2016 ins req. Aviation Dept/ — Temporary License Agreement Atlantic Aviation 2/17/2016 ds Risk Mgmt. Page 3 of 3 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2016-16762 Date Filed: 02/22/2016 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Atlantic Aviation FBO Holdings, LLC Plano, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi g Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the goods or services to be provided under the contract. XXX 2nd Amendment to License Agreement at Corpus Christi International Airport (as Guarantor) 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Giugliano, Margaret New York, NY United States X 5 Check only if there is NO Interested Party. ❑ I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. 6 I I 0.*: ,,/k v 4r te RUTH ANNELLE 1015 IRAEEN Han 101 X11119 I My OMMhitsion Expires I Much 1, 2010 ( - �' _, Signature . orized agent of contracting business entity �% 41 4U /S 77 AF-Ade-e, , this the «vim day of regswA.Q(/ `� • AFFIX Sworn 20 — _ NOTARY to and subscribed / 4, , to certify - __+ __AiIlb STAMP / SEAL ABOVE before me, by the said ,l which, witness my hand and seal of office. //9n ti�uG-l�E2 A/ /%/. /ivAifiG- 6ti' /�'A 2i€Gcl Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Ari✓,rtt Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2016-16766 Date Filed: 02/22/2016 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Mercury Air Center-Corpus Christi, Inc. Corpus Christi, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the goods or services to be provided under the contract. XXX 2nd Amendment to Lease at Corpus Christi International Airport 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Giugliano, Margaret New York , NY United States X 5 Check only if there is NO Interested Party. ❑ 6 hCC1Oir �'�" * °k. # P. RUTH ANNELLE VEREEN Notuy ID N 5274419 My Commission Expins March 1, 2020 I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. I re" ----.., Signature of auto . ized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE //�� Sworn to and subscribed before me, by the said Louis / /moi /''ie , this the day of/1 / L14.2)/, 20 /6:' , to certify which, witness my hand and seal of office. � ��t A c1t— ir�4N,O�u.el/ A' � / 4449ea i/SAF fpm , Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312 West FBO Facilities CC! CORPUS CHRISTI INTERNATIONAL AIRPORT Hangar Ranevatbn Hangar 2 Renovation -- I r. Hangar? •a, • Tarmac connector replacement ntenneaiate On" aeReno tion GA TenniinaI a Reno tion It R AGENDA MEMORANDUM Future Item for the City Council Meeting of March 29, 2016 Action Item for the City Council Meeting of April 12, 2016 DATE: TO: March 16, 2016 Ronald L. Olson, City Manager THRU: Mark Van Vleck, P.E., Assistant City Manager MarkVV@cctexas.com (361) 826-3082 FROM: Valerie H. Gray, P.E., Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 J. H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Stacie Talbert-Anaya, Interim Director Parks & Recreation StacieT@cctexas.com (361) 826-3476 Execute Construction Contract Collier Pool Renovations (Bond 2012) Rebid — Part A (Pool) CAPTION: Motion authorizing the City Manager, or designee, to execute a construction contract with Atlantis Aquatic Group of Austin, Texas in the amount of $1,782,412 for the Collier Pool Renovations Rebid — Part A (Pool) project for replacement of the existing swimming pool and pump house. (Bond 2012 Proposition 4 — Aquatic Facilities) PURPOSE: The purpose of this Agenda Item is to execute a Construction Contract with Atlantis Aquatic Group of Austin, Texas for the Collier Pool Renovations Rebid — Part A (Pool) project only. BACKGROUND AND FINDINGS: This project is part of Bond 2012 Proposition 4 — Aquatic Facilities for Repairs, Upgrades, and Improvements which includes Collier, West Guth and other neighborhood pools. Bond 2012 Brochure Language: "Collier Pool is one of the most utilized public facilities in the park system. Dedicated lap swimmers, open swim participants, learn to swim participants and neighborhood groups patronize the pool on a regular basis, maximizing the pool's capacity as well as the city resources used to keep it operational on a year-round basis. West Guth is the second most popular park in Corpus Christi. That pool is one of the most popular places for residents in the Northwest to congregate on hot summer day. Updates to these facilities, and other neighborhood pools, may include construction of splash pads, wading and zero depth entry pools, extension of lap lanes and swimmer amenities." This project for improvements to the Collier Pool originally developed with two Parts as follows: • Part A for the Pool and Pump House • Part B was for outlying buildings including shade structure, restrooms and office facility The initial project was bid for the combined project with both parts that exceeded the available funds. The package was redeveloped and scoped to be bid as two separate packages with Part A only for the Pool and Pump House. The separation of the packages was as a result of input from contractors on cost and complexity of the project. This project provides for only the Pool and the pump house replacement. A second package will be prepared under separate project for the Part B work. This project includes the demolition of the existing pool and construction of a new pool facility in a slightly larger footprint than the existing pool. The new fully ADA accessible pool structure will include a 4,000 square foot adult lap pool with attached 2,000 square foot children's zero entry pool with a water feature and splash pad. A new 485 square foot pump house with new mechanical equipment and full perimeter fencing is included as part of this bid package. On January 6, 2016 the City received proposals from three (3) bidders and the bids are as follows: Contractor Total Bid, Part A Mahan Foundation & Contractors, LLC, Corpus Christi Texas $ 1,480,757.00 Atlantis Aquatic Group, Austin Texas $1,782,412.00 Teal Construction, Corpus Christi Texas $1,885,000.00 The apparent low Bidder was determined to be non-responsive due to omission of the required Bid Bonds. Therefore, it is recommended to award Part A to Atlantis Aquatic Group of Austin, Texas, who was determined as the lowest responsible bidder. ALTERNATIVES: 1. Execute the Construction Contract for the Base Bid, Part A (pool) with Atlantis Aquatic Group as proposed. (Recommended). 2. Do not execute the Construction Contract for the Base Bid, Part A (Pool) with Atlantis Aquatic Group as proposed. (Not Recommended). OTHER CONSIDERATIONS: West Guth Pool upgrades are also programmed within the remaining budget and developed as a separate design bid build project. CONFORMITY TO CITY POLICY: Conforms to statutes regarding Request for Bids process; FY 2015-2016 Capital Budget. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Parks and Recreation FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year 2015-2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $3,500,000.00 $3,500,000.00 Encumbered/Expended Amount 377,298.00 377,298.00 This item 1,782,412.00 1,782,412.00 Future Anticipated Expenditures This Project 314,418.20 314,418.20 BALANCE 3,122,702.00 -2,096,830.20 1,025,871.80 Fund(s): Park CIP Funds Comments: The Construction Contract will result in the expenditure of an amount not to exceed $1,782,412.00 and the project is estimated to be complete in nine months from the issuance of the Notice to Proceed. RECOMMENDATION: City Staff recommends the approval of the Construction Contract for the Base Bid, Part A (Pool) with Atlantis Aquatic Group of Austin, Texas. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Form 1295 PROJECT BUDGET Aquatic Facility Upgrades and Improvements Collier Pool BOND 2012 FUNDS AVAILABLE: Parks and Recreation Bond 2012 CIP $3,500,000.00 TOTAL $3,500,000.00 FUNDS REQUIRED: Construction (Atlantis Aquatics Group) THIS ITEM 1,782,412.00 Construction Contingency (10%) 178,241.20 Construction Inspection (Estimate) 2% 70,000.00 Design Fees & Inspection Fees: * Design Architect (Turner Ramirez, LLC.) 329,550.00 Staff Augmentation (AGCM, Inc.) 42,848.00 Geotechnical & Materials Testing (Rock Engineering) 4,900.00 Construction Inspection Services (Rock Engineering) 12,377.00 Reimbursements: Contract Administration (Capital Programs/Capital Budget/Finance) (.05%) 17,500.00 Engineering Services (Project Mgt/Constr Mgt) (1%) 35,000.00 Misc. (Printing, Advertising, etc.) 1,500.00 TOTAL $2,474,328.20 ** ESTIMATED PROJECT BUDGET BALANCE $1,025,671.80 * Includes design of both Collier and West Guth Pools ** Remaining balance is reserved for the building improvements at Collier Pool and improvements to the West Guth pool facility. Aquatic Facility Upgrades and Improvements Collier Pool CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES CORPUS CHRISTI PARKS& RECREATION of,1 Corpus Chr sti Capital Programs Aquatics Facility Upgrades and Improvements Collier Pool Improvements Bond Issue 2012 Proposition 4 Council Presentation March 29, 2016 Vicinity Map Corpus Chr sti Capital Programs /YA Project Location arfilz c41,s, 6QT 2 Location Map Corpus Chr sti Capital Programs Gollihar Rd. 3 Project Scope Corpus Chrsti Capital Programs 2012 Bond Language "Collier Pool is one of the most utilized public facilities in the park system. Dedicated lap swimmers, open swim participants, learn to swim participants and neighborhood groups patronize the pool on a regular basis, maximizing the pool's capacity as well as the city resources used to keep it operational on a year-round basis. West Guth is the second most popular park in Corpus Christi. That pool is one of the most popular places for residents in the Northwest to congregate on hot summer day. Updates to these facilities, and other neighborhood pools, may include construction of splash pads, wading and zero depth entry pools, extension of lap lanes and swimmer amenities." Project Scope Corpus Chrsti Capital Programs Individual Projects • Collier Pool Package A (Pool) — under consideration for award • Collier Pool Package B (Bathhouse Building) — currently advertising • West Guth Pool Upgrades — in preliminary design • Design & Construction will be done in conjunction with Bond 2012 "Community Park Development and Improvements — West Guth Park" Project Scope Corpus Christi Capital Programs CORPUS CHRISTI PARK56 RECREATION FIESTROCIA ,01,1K COLLIER POOL FLOOR PLAN TURNER RAMIREZ ARCHITECTS s PLANNERS 6 Project Scope Corpus Chrsti Capital Programs Collier Pool Aquatic Facility Upgrade and Improvement was split into two packages in order to increase competition on a project with major components that required specialty contractors. Package A (Pool and Pump house) Construction contract under consideration Demolition of existing pool and pump equipment New adult lap pool with 6 lanes • New wading pool with zero depth entry • New 485 SF Pump House and equipment • New Fencing Package B (Bathhouse Building) Currently advertising New 2,400 square foot CMU building ✓ ADA accessible restrooms ✓ Office and Storage ✓ Covered picnic area ✓ Showers, indoor and outdoor New concrete ramps, stairs, and sidewalks from parking lot to pool entrance Project Schedule Corpus Chr sti Capital Programs Collier Pool Package A (Pool) =®® 2015 Aug Sep Oct Nov Dec Keesign 2016 U Apr =®® Feb Bid / Award Aug Sep Oct Nov Dec Construction Projected Schedule reflects City Council award of Collier Pool construction in April 2016 with anticipated construction completion in January 2017. Collier Pool Package B (Bathhouse Building) Bid Opening - April 6, 2016 Anticipated Council Award - May 2016 Contractor NTP - July 2016 Construction Completion - March 2017 West Guth Pool Upgrades Currently being designed in conjunction with West Guth Park Improvements CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2016-14854 Date Filed: 02/1712016 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Atlantis Pool Plastering, Inc. dba Atlantis Aquatic Group Austin, TX United States 2 Name of govemmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the governmental entity or state agency to track or identity the contract, and provide a description of the goods or services to be provided under the contract Project No. E14008 Demolition of Existing structures, Construction of new Commercial Swimming Pool & Mechanical Room, Electrical, Plumbing, Fencing 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Atlantis Pool Plastering, Inc. DBA Atlantis Aquatic Grouts Austin, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT AFFIX NOTARY Sworn to 20 16 I swear, or affirm, rider al of perjury, that the above disclo e,,g true and correct. � / —1,1 (� ✓ - RYAN IiAURPHY IORM NOTARY ABM +k COoNIEEIOtt EXPIRES 06-02-2019 Signa . e of authorized agent of contracting business entity Dennis M Watson this the 17th day of February STAMP 1 SEAL ABOVE and subscribed before me, by the said to certify which, witness my hand and seal of office. Ryan Murphy Notary Signature of offic admi' tering oath Printed name of officer administering oath Title of officer administering oath Forms Provided by Texas Ethics Commission www.ethirs.state_tx_us VPrsinn Vi.f1.R4444 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of March 29, 2016 Second Reading Ordinance for the City Council Meeting of April 12, 2016 DATE: March 8, 2016 TO: Ronald L. Olson, City Manager THRU: Mark Van Vleck, Assistant City Manager MarkVV@cctexas.com (361) 826-3082 Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: J. H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Changing a Portion of the One -Way Designation Along Third Street (Between Morgan Avenue and Elizabeth Street) CAPTION: Ordinance amending the Code of Ordinances, Chapter 53, Section 53-250 Schedule I — One Way Streets and Alleys by changing the portion of Third Street between Elizabeth Street and Morgan Avenue from a one-way traffic pattern to a two-way traffic pattern. PURPOSE: This ordinance amendment would change the one-way traffic designation along one block of Third Street between Morgan Avenue and Elizabeth Street. BACKGROUND AND FINDINGS: Christus Spohn Health System received approval from the Nueces County Hospital District in 2014 to expand its existing Christus Spohn Shoreline (Spohn) campus. As part of the expansion, architectural improvements include creating a gateway to the new campus to provide better access for patients, visitors and employees. Spohn abuts several City streets including Morgan Avenue, Ocean Drive, Elizabeth Street and Third Street. The gateway entry into Spohn will connect to both Third Street and Elizabeth Street. Approximately six blocks of Third Street, from Del Mar Boulevard to Hancock Avenue, is designated as one-way traffic flow in north direction. Spohn abuts Third Street within those limits along the block between Morgan Avenue and Elizabeth Street. The change of the north one-way designation along the segment of Third Street between Morgan Avenue and Elizabeth Street will allow two-way flow of traffic which complements Spohn's gateway enhancements. The DeShazo Group, Inc., on behalf of Spohn, performed a Traffic Impact Analysis (TIA). It addressed Spohn's requested change of the north one-way designation of Third Street between Morgan Avenue and Elizabeth Street. TIA also addressed existing and projected traffic volumes, level of service of surrounding intersections and pedestrian safety. In summary, the TIA concluded the streets and intersections surrounding the hospital would continue to meet City requirements for satisfactory level of service. The proposed change of the north one-way designation along Third Street would improve hospital access without creating any traffic operational problems. A proposed conversion of signalized intersection on Elizabeth Street at Third Street to all -way STOP was also deemed acceptable. The City's Transportation Advisory Commission recommended approval of the proposed ordinance amendment during its monthly meeting held on October 26, 2015. Christus Spohn Health System held two community meetings about Third Street, on March 3, 2016. They covered expansion of Spohn as well as Third Street proposal. The neighboring businesses and residents raised no major concerns. The proposed two-way street on Third Street would not remove on -street parking. The change would become effective when signs indicating the north one-way designation of traffic are removed per City Ordinance Section 53-104. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This item conforms to the City Charter requirements to amend the Code of Ordinances. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Engineering Services, Development Services FINANCIAL IMPACT: ❑ 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 BALANCE COMMENTS: None RECOMMENDATION: Staff recommends approval of this ordinance amendment. LIST OF SUPPORTING DOCUMENTS: Presentation Ordinance Location Map Ordinance amending the Code of Ordinances, Chapter 53, Section 53-250 Schedule I – One Way Streets and Alleys by changing the portion of Third Street between Elizabeth Street and Morgan Avenue from a one-way traffic pattern to a two-way traffic pattern Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. City Code of Ordinances, Chapter 53 Traffic, Article VIII Schedules, Section 53-250 Schedule I – One-way streets and alleys, subsection (a) is revised regarding the one-way designation for portions of Third Street. "Sec. 53-250. - Schedule I—One-way streets and alleys. (a) In accordance with section 53-104 and when properly signposted, traffic shall move only in the direction indicated upon the streets and alleys set out in this section. All streets designated as one-way during school days shall be one-way only between those hours established by the city manager, or such officers or employees of the city designated by the city manager, so as to be compatible with school hours and when so indicated by signs. Street or Portion of Street Direction of Traffic Third Street, between Del Mar Boulevard and Hancock Ayers Street North Third Street, between Morgan Avenue and Hancock Avenue North SECTION 2. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Ordinance - Spohn Nelda Martinez Mayor Page 1 of 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre That the foregoing ordinance was read for the second time and passed finally on this the day of , 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre PASSED AND APPROVED, this the day of , 2016. ATTEST: Rebecca Huerta City Secretary Ordinance - Spohn Nelda Martinez Mayor Page 2 of 2 .. , _ .` _ 1: tCaZ '� d 7-41 2 l ►.ate'+ -•' , 5 ,..: "1: • .",:, 7.14 - ....e. "*".4 r,,, ,,,„. - a f I „i, t.ce ;r �1, ;, _ .... , f , izic I 3 viz itiN 461, v+ ICIV41,107 LO 4 V PROJECT LOCATION Christus Spohn Hospital CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 OF 1 Corpus Chr sti Engineering Removing One -Way Traffic Flow Along Third Street (Morgan Ave. to Elizabeth St.) Council Presentation March 29, 2016 Location Map 4000 Corpus Chr sti Engineering SCALE NE, AERIAL FLOWN 201* PROJECT LC. CRTI N 3rd STREET BETWEEN MORGAN AVENIJE ELIZABETH STREET Vicinity Map C*It) Corpus Chr sti Engineering PROJECT LOCATION 3rd STREET BETWEEN MORGAN AVENUE & ELIZABETH STREET SCALE: N.T.S. AERIAL FLOWN 2014 LEGEND 3RD STREET ONE WAY NORTH ■ ■ ■ ■ PROJECT LIMITS Project Scope �hrsti Engineering Transportation/Traffic Engineering Enhancements • Removal of One -Way Designation Along Third Street, Between Morgan Ave. and Elizabeth St. (Ordinance Amendment) • Improved Access and Safety Enhancements for Patients, Visitors and Employees • New Parking • Replacing Signalized Intersection at Third St. & Elizabeth St. Into an All -Way STOP Intersection 4 Project Site Plan �hrsti Engineering Proposed CHRISTUS Spohn Shoreline Hospital Expansion • Zi 1 MORGAN AVE. \ I a PROPOSED, HAITAL ELIZABETH ST. • odo _ J• s• wrr Project Site Plan �hrsti Engineering Proposed "Gateway"- Hospital Entry (Elizabeth Street) EXISTING PAVILION MOTOR COURT ELIZABETH DRIVE NEW PARKING 6 Traffic Impact Analysis (TIA) �hrsti Engineering Findings & Recommendations : • Remove the One -Way Designation Along Third St. (Morgan Ave. to Elizabeth St.) (Ordinance Amendment) • Convert the Signalized Intersection at Third St. & Elizabeth St. into an All -Way STOP Intersection • Hospital Expansion Will Not Adversely Affect Existing Traffic Flow Around the Surrounding Streets • Level of Service (LOS) Meets Current City Requirements • Improved Pedestrian Access Project Schedule �hrsti Engineering Proposed Spohn Hospital Expansion Timeline: • Design Phase: January 2015 - May 2016 • Construction Phase: December 2015 - December 2018 *The Proposed Ordinance Amendment Will Become Effective When Existing ONE-WAY Signs Along Third Street Are Removed AGENDA MEMORANDUM First Reading for the City Council Meeting of March 29, 2016 Second Reading for the City Council Meeting of April 12, 2016 DATE: TO: April 8, 2016 Ronald L. Olson, City Manager THRU: Mark Van Vleck, P.E., Assistant City Manager MarkVV@cctexas.com (361) 826-3082 FROM: Valerie H. Gray, P.E., Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 J. H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Execute Advance Funding Agreement and Construction Contract Packery Pointe Intersection Improvements Park Road 22 at Aquarius Re -Bid #2 CAPTION: Ordinance authorizing the City Manager, or designee, to execute an Advance Funding Agreement (AFA) with the Texas Department of Transportation (TXDOT) with a required payment to TXDOT in the amount of $8,700; and to execute a construction contract with D & G Energy Corporation of McAllen, Texas in the amount of $773,738.75 for the Packery Pointe Intersection Improvements Park Road 22 at Aquarius Re -Bid #2 for Total Bid Part A and Part B for installation of a new signal and roadway improvements. (Bond 2014) PURPOSE The purpose of this Agenda Item is to execute an AFA with TXDOT for installation of roadway operation improvements on TXDOT right of way and to execute a construction contract with D & G Energy Corporation to construct the proposed improvements. BACKGROUND AND FINDINGS: This new Traffic Signal was planned under the Bond 2014 Proposition 2 — TXDOT Participation. The project is partially funded by the Developer of the new Packery Pointe Subdivision and the Bond project. Bond 2014 Brochure Language: "This project provides funding for the City's local share of costs on constructing projects leveraged with Texas Department of Transportation." This project is proposed to provide a new 4 -way signalized intersection to address public safety for the existing 3 -way Park Road 22 / Aquarius intersection, and the new Packery Pointe Subdivision Development on the north side of Park Road 22. The current Park Road 22 and Aquarius intersection is a 3 -way intersection. Aquarius currently extends only to the south. Traffic from Aquarius entering Park Road 22 is restricted to right turns to the east only. Drivers wanting to turn left from the south side are making dangerous and illegal unprotected two-lane crossings to access U-turns. The new Packery Pointe Development on the north side extending Aquarius to the north for the new Packery Pointe Drive will create a 4 -way intersection. This project will reconstruct the intersection altering the median to allow protected left turns from both the north and south across Park Road 22. The existing Park Road 22 left turn bay will be extended allowing additional stacking off the through lane. The intersection will also revise the access road to Day and Night Boardwalk Shopping Center restricting access to Park Road 22; only exiting from Park Road 22 will be allowed. The new signalized intersection will allow signalized left turns from both directions of Aquarius onto and from Park Road 22. The project is within TXDOT right of way and TXDOT requires an Advanced Funding Agreement to authorize the construction and TxDOT administration. City Council approval of the AFA will enable the City to reimburse TXDOT in the amount of $8,700 for these services. City Council approved the Developer Agreement to share the cost of this project with the area developer, TBD - Q Packery Pointe, LP (Developer), on August 25, 2015. The City has received the agreed $420,000. The Developer shared cost based on the improvements on the north side (Packery Pointe) and shared cost for the median of Park Road 22 to include extension of the left turn bay into Packery Pointe. Per the agreement, the Developer was responsible for all design costs associated with the project. The City is responsible for bidding and construction implementation including any additional construction cost. This project has required City advertising three separate times to receive adequate competition and fair pricing. The following is the bid summary: 1) First bid date was October 21, 2015 — no bids were received. Project advertised in Caller Times, posted on state wide web listing with Civcast and specific notifications to local contractors. 2) Second time was a rebid on November 18, 2015. Only one bid was received and rejected as the proposed cost substantially exceeded the estimates and available funds. Staff implemented significant outreach to encourage more competition prior to the bids and also followed up after the single bid. Based on the discussions with the construction contractors and vendors (signal), it was determined that the combination of the traffic signal and the roadway improvements to TxDOT standards was driving costs and limiting competition. Therefore, the project was re -developed in two separate packages for Traffic Signal and Roadway improvements under a Part A and Part B respectively. Contractors could submit for one or both parts. 3) The third bid date was March 2, 2016. Four (4) bids proposals were received and are as follows: Contractor Total Bid, Part A (Signals) Total Bid, Park B (Roadwork) Ortiz Construction Paving Inc. Corpus Christi, Texas 565,131.00 330,763.00 D & G Energy Corporation McAllen, Texas 488,677.25 285,061.50 • EZ Bell Construction Corpus Christi, Texas 642,490.80 387,863.50 • Austin Traffic Corpus Christi, Texas 1,032,933.85 277,732.20 • Two of the bid proposals were missing the signature page of the Bid Acknowledgment Form. The Bid Acknowledge Form must be signed for the City to enforce the contractor's bid and bid bond. Without the signed form from an authorized company representative the bid bond is not enforceable and of no value. Therefore, the City's Legal Department has determined the bids submitted by EZ Bell Construction and Austin Traffic are deemed non-responsive and are rejected. Therefore, the lowest responsive bid for both parts was submitted by D & G Energy Corporation of McAllen, Texas. ALTERNATIVES: 1. Execute the Construction Contract for the Total Bid, Part A (Signals) and Total Bid, Part B (Roadwork) with D & G Energy Corporation as proposed. (Recommended). 2. Do not execute the Construction Contract for the Total Bid, Part A (Signals) and Total Bid, Part B (Roadwork) with D & G Energy Corporation as proposed. (Not Recommended). OTHER CONSIDERATIONS: In an effort to reduce costs, the signal equipment was ordered and paid for by the City and will be installed by the contractor. CONFORMITY TO CITY POLICY: Conforms to statutes regarding Request for Bids process; FY 2015-2016 Capital Budget. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Street Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year 2015-2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $920,195 $920,195 Encumbered/Expended Amount 47,688 47,688 This item (Construction) 773,739 773,739 This item (AFA/TxDOT) 8,700 8,700 Future Anticipated Expenditures This Project 90,068 90,068 BALANCE 0.00 0.00 Fund(s): Park CIP Funds Comments: The Construction Contract will result in the expenditure of an amount not to exceed $773,739 and the project is estimated to be complete in nine months from the issuance of the Notice to Proceed. RECOMMENDATION: City Staff recommends the approval of the Construction Contract for Total Bid, Part A (Signals) and Total Bid, Part B with D & G Energy Corporation of McAllen Corporation. LIST OF SUPPORTING DOCUMENTS: Project Budget Advance Funding Agreement Location Map Presentation Form 1295 ORDINANCE AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO EXECUTE AN ADVANCE FUNDING AGREEMENT (AFA) WITH THE TEXAS DEPARTMENT OF TRANSPORTATION (TXDOT) WITH A REQUIRED PAYMENT TO TXDOT IN THE AMOUNT OF $8,700; AND TO EXECUTE A CONSTRUCTION CONTRACT WITH D & G ENERGY CORPORATION OF MCALLEN, TEXAS IN THE AMOUNT OF $773,738.75 FOR THE PACKERY POINTE INTERSECTION IMPROVEMENTS PARK ROAD 22 AT AQUARIUS RE -BID #2 FOR TOTAL BID PART A AND PART B FOR INSTALLATION OF A NEW SIGNAL AND ROADWAY IMPROVEMENTS. (BOND 2014) 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 an Advance Funding Agreement (AFA) with the Texas Department of Transportation (TXDOT) for the Packery Pointe intersection improvements along Park Road 22 at Aquarius to include a new signal and roadway improvements SECTION 2. Approval of the AFA authorizes local participation in the amount of $8,700 for TXDOT plan review and is payable to TXDOT upon approval of the AFA. SECTION 3. The City Manager or designee is authorized to execute a construction contract in the amount of $773,738.75 between D & G Energy Corporation of McAllen, Texas and the City of Corpus Christi to result in signal and roadway improvements at the Packery Pointe intersection on Park Road 22 and Aquarius. 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 , 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre That the foregoing ordinance was read for the second time and passed finally on this the day of 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre PASSED AND APPROVED, this the day of , 2016. ATTEST THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Nelda Martinez Mayor PROJECT BUDGET Traffic Signal Improvements Agreement Park Road 22 and Aquarius Intersection and Roadway Improvements PROJECT FUNDS AVAILABLE: Developer Contribution 420,000.00 City Share (Street Bond 2014 TxDot Participation) 500,195.00 Total Funds Available 920,195.00 Construction Fees: Construction - D & G Energy Corporation (THIS ITEM) 773,738.75 TxDOT Review (THIS ITEM) 8,700.00 Contingency (5%) 38,686.94 Petco (Signal Purchase) 47,688.00 Construction Inspection 21,169.00 Construction Material Testing (Estimate) 6,000.00 Reimbursements: Total Reimbusements. 24,212.00 Administration/Finance (Capital Programs/Capital Budget/Finance) 7,737 Engineering Services (Project Mgmt) 15,475 Misc 1,000 TOTAL 920,194.69 ESTIMATED PROJECT BUDGET BALANCE 0.31 * Engineering costs were paid by the Developer directly to the Engineer. PROJECT LOCATION Traffic Signal Improvements Park Road 22 and Aquarius Street CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF CAPITAL PROGRAMS PAGE: 1 OF 1 4 Corpus Chr sti Capital Programs Park Road 22 and Aquarius Drive Council Presentation March 29, 2016 Project Location Corpus Chr sti Capital Programs Packety Pointe Development PROJECT LOCATION 7 9a ry„a�ary�h AWe fibres Or Hwy -361 2 Existing Roadway 111L5110 Corpus Chr'sti Capital Programs 3 Proposed Roadway Corpus Chr'sti Capital Programs c " -mins SiLms dill be provided (East West on Park Rd 22) 4 Project Schedule Corpus Chr'sti Capital Programs 2015 2016 Aug Sep Oct Nov Dec Design & Coordination with TxDOT Ja n Feb Mar Apr May Jun Construction Project Estimate: 330 Calendar Days 11 Months STATE OF TEXAS COUNTY OF TRAVIS CSJ # 0617-02-067 District #CRP 16 Code Chart 64 # 09800 Project: PR22 Roadway Improvements Federal Highway Administration CFDA # 20.205 Not Research and Development LOCAL TRANSPORTATION PROJECT ADVANCE FUNDING AGREEMENT For Locally Funded On -System Installation of Roadway Operation Improvements THIS Local Project Advance Funding Agreement (LPAFA) is made by and between the State of Texas, acting by and through the Texas Department of Transportation, called the "State", and the City of Corpus Christi, acting by and through its duly authorized officials, called the "Local Government." WITNESSETH WHEREAS, a Master Agreement between the Local Government and the State has been adopted and states the general terms and conditions for transportation projects developed through this LPAFA; and, WHEREAS, the Texas Transportation Commission passed Minute Order Number 114335 that provides for the development of, and funding for, the Project described herein; and, WHEREAS, the Governing Body of the Local Government has approved entering into this LPAFA by resolution or ordinance dated , 20, which is attached to and made a part of this agreement as Attachment A for the development of the Project. 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 hereinafter set forth, it is agreed as follows: AGREEMENT 1. Period of the Agreement The period of this LPAFA is as stated in the Master Agreement, without exception. 2. Termination of this LPAFA Termination of this LPAFA shall be under the conditions as stated in the Master Agreement. This LPAFA may be terminated by the State if the Project is inactive for thirty-six (36) months or longer and no expenditures have been charged against federal funds. 3. Amendments Amendments to this LPAFA shall be made as described in the Master Agreement, without exception. AFA-LPAFA ShortGen.doc Page 1 of 8 Revised 02/26/2016 CSJ # 0617-02-067 District #CRP 16 Code Chart 64 # 09800 Project: PR22 Roadway Improvements Federal Highway Administration CFDA # 20.205 Not Research and Development 4. Scope of Work The scope of work for this LPAFA is installation of roadway operation improvements in the City of Corpus Christi at the intersection of Park Road 22 and Aquarius Street (southbound)/Packery Point Drive (future northbound). These improvements will consist of full intersection traffic signalization, pavement markings, and advanced warning signs on Park Road 22. 5. Right of Way and Real Property Right of way and real property shall be the responsibility of the Local Government as stated in the Master Agreement, without exception. 6. Utilities Adjustment of utilities will be provided by the Local Government as required and as stated in the Master Agreement, without exception. 7. Environmental Assessment and Mitigation Environmental assessment and mitigation will be carried out as stated in the Master Agreement. Additionally, 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. 8. Compliance with Texas Accessibility Standards and ADA Compliance with Texas Accessibility Standards and the Americans with Disabilities Act (ADA) will be as stated in the Master Agreement, without exception. 9. Architectural and Engineering Services Architectural and engineering services will be provided by the Local Government. The Local Government is responsible for performance of any required architectural or preliminary engineering work. For projects on the state highway system, the design shall, at a minimum conform to applicable State manuals. For projects not on the state highway system, the design shall, at a minimum, conform to applicable American Association of State Highway and Transportation Officials design standards. The State may review and comment on the work as required to accomplish the public purposes of the Local Government. The State will cooperate fully with the Local Government in accomplishing these local public purposes to the degree permitted by State and Federal law. 10. Construction Responsibilities Construction responsibilities will be carried out by the Local Government. 11. Project Maintenance Project maintenance will be undertaken as provided for in the Master Agreement, without exception. 12. Local Project Sources and Uses of Funds A. A Project Budget Estimate is provided in Attachment C. 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 AFA-LPAFA ShortGen.doc Page 2 of 8 Revised 02/26/2016 CSJ # 0617-02-067 District #CRP 16 Code Chart 64 # 09800 Project: PR22 Roadway Improvements Federal Highway Administration CFDA # 20.205 Not Research and Development 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 one hundred percent (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 and Qualification for the Texas Department of Transportation. The Local Government shall provide the certificate of qualification to the State. The individual who receives the training certificate may be an employee of the Local Government or an employee of a firm that has been contracted by the Local Government to perform oversight of the Project. The State in its discretion may deny reimbursement if the Local Government has not designated a qualified individual to oversee the Project. C. A Source of Funds estimate based on the Transportation Improvement Program (TIP) is also provided in Attachment C. Attachment C shows the percentage and estimated dollar amount to be contributed to the project by federal, state, and local sources. The parties agree that the LPAFA may be amended from time to time as required to meet the funding commitments based on revisions to the TIP, Federal Project Authorization and Agreement (FPAA), or other federal document. D. The Local Government is responsible for all non-federal and non -state funding, unless otherwise provided for in this agreement or through amendment of this agreement. Where a Special Approval has been signed by the State, the Local Government shall only in that instance be responsible for overruns in excess of the amount to be paid by the Local Government. E. 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 costs. F. 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." The check or warrant shall be deposited by the State and managed by the State. Funds may only be applied by the State to the Project. If after final Project accounting any excess funds remain, 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. G. If any existing or future local ordinances, commissioners court orders, rules, policies, or other directives, including but not limited to outdoor advertising billboards and storm water drainage facility requirements, are more restrictive than State or Federal Regulations, or if any other locally proposed changes, including but not limited to plats or replats, result in increased costs, then any increased costs associated with the ordinances or changes will be paid by the Local Government. The cost of providing right of way acquired by the State shall mean the total AFA-LPAFA ShortGen.doc Page 3 of 8 Revised 02/26/2016 CSJ # 0617-02-067 District #CRP 16 Code Chart 64 # 09800 Project: PR22 Roadway Improvements Federal Highway Administration CFDA # 20.205 Not Research and Development expenses in acquiring the property interests either through negotiations or eminent domain proceedings, including but not limited to expenses related to relocation, removal, and adjustment of eligible utilities. H. When a Special Approval has been signed by the State so that the Local Government bears the responsibility for paying cost overruns, the Local Government shall make payment to the State within thirty (30) days from receipt of the State's written notification of those amounts. I. 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. Any 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. J. 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. K. 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. 13. Document and Information Exchange The Local Government agrees to electronically deliver to the State all general notes, specifications, contract provision requirements, and related documentation in a Microsoft® Word or similar document. If requested by the State, the Local Government will use the State's document template. The Local Government shall also provide a detailed construction time estimate including types of activities and month in the format required by the State. This requirement applies whether the Local Government creates the documents with its own forces or by hiring a consultant or professional provider. At the request of the State, the Local Government shall submit any information required by the State in the format directed by the State. 14. Incorporation of Master Agreement Provisions This LPAFA incorporates all of the governing provisions of the Master Agreement in effect on the date of final execution of this LPAFA, unless an exception has been made in this agreement. 15. 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. AFA-LPAFA ShortGen.doc Page 4 of 8 Revised 02/26/2016 CSJ # 0617-02-067 District #CRP 16 Code Chart 64 # 09800 Project: PR22 Roadway Improvements Federal Highway Administration CFDA # 20.205 Not Research and Development 16. Debarment Certification The parties are prohibited from making any award at any tier to any party that is debarred or suspended or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, "Debarment and Suspension." By executing this Agreement, the Local Government certifies that it and its principals are not currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549 and further certifies that it will not do business with any party, to include principals, that is currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549. The parties to this 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. 17. Cost Principles and Office of Management and Budget (OMB) Audit Requirements In order to be reimbursed with federal funds, the parties shall comply with the Cost Principles established in 2 CFR 200 that specify that all reimbursed costs are allowable, reasonable, and allocable to the Project. 18. Notices All notices to either party shall be delivered personally or sent by certified or U.S. mail, postage prepaid, addressed to that party at the following address: 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. 11th Street Austin, Texas 78701 All notices shall be deemed given on the date delivered in person or deposited in the mail, unless otherwise provided by this agreement. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that notices shall be delivered personally or by certified U.S. mail, and that request shall be carried out by the other party. 19. Civil Rights Compliance The Local Government shall comply with the regulations of the U.S. Department of Transportation as they relate to non-discrimination (49 CFR Part 21 and 23 CFR Part 200), and Executive Order 11246 titled "Equal Employment Opportunity," as amended by Executive Order 11375 and supplemented in the Department of Labor Regulations (41 CFR Part 60). 20. Disadvantaged Business Enterprise (DBE) Program Requirements A. The parties shall comply with the Disadvantaged Business Enterprise Program requirements established in 49 CFR Part 26. AFA-LPAFA ShortGen.doc Page 5 of 8 Revised 02/26/2016 CSJ # 0617-02-067 District #CRP 16 Code Chart 64 # 09800 Project: PR22 Roadway Improvements Federal Highway Administration CFDA # 20.205 Not Research and Development 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 Department of Transportation's Federally -Approved Disadvantaged Business Enterprise by Entity, and attachments found at web address http://ftp.dot.state.tx.us/pub/txdot-info/bop/dbe/mou/mou attachments.pdf. E. The Local Government shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT) -assisted contract or in the administration of its DBE program or the requirements of 49 CFR Part 26. The Local Government 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 agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. 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. 21. Federal Funding Accountability and Transparency Act Requirements A. Any recipient of funds under this Agreement agrees to comply with the Federal Funding Accountability and Transparency Act (FFATA) and implementing regulations at 2 CFR Part 170, including Appendix A. This agreement is subject to the following award terms: http://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22705.pdf and http://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22706.pdf B. The Local Government agrees that it shall: 1. Obtain and provide to the State a System for Award Management (SAM) number (Federal Acquisition Regulation, Part 4, Sub -part 4.11) if this award provides more than $25,000 in Federal funding. The SAM number may be obtained by visiting the SAM website whose address is: https://www.sam.gov/portal/public/SAM/ 2. Obtain and provide to the State a Data Universal Numbering System (DUNS) number, a unique nine -character number that allows the Federal government to track the distribution of federal money. The DUNS number may be requested free of charge for all businesses AFA-LPAFA ShortGen.doc Page 6 of 8 Revised 02/26/2016 CSJ # 0617-02-067 District #CRP 16 Code Chart 64 # 09800 Project: PR22 Roadway Improvements Federal Highway Administration CFDA # 20.205 Not Research and Development and entities required to do so by visiting the Dun & Bradstreet (D&B) on-line registration website http://fedgov.dnb.com/webform; and 3. Report the total compensation and names of its top five (5) executives to the State if: i. More than 80% of annual gross revenues are from the Federal government, and those revenues are greater than $25,000,000; and ii. The compensation information is not already available through reporting to the U.S. Securities and Exchange Commission. 22. Single Audit Report A. The parties 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 2 CFR 200. B. If threshold expenditures 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.gov/inside-txdot/office/audit/contact.html. The expenditure threshold for fiscal years beginning prior to December 31, 2014 is $500,000; the expenditure threshold for fiscal years beginning on or after December 31, 2014 is $750,000. C. If expenditures are less than the threshold 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 $ 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. 23. Signatory Warranty Each signatory warrants that the signatory has necessary authority to execute this agreement on behalf of the entity represented. AFA-LPAFA ShortGen.doc Page 7 of 8 Revised 02/26/2016 CSJ # 0617-02-067 District #CRP 16 Code Chart 64 # 09800 Project: PR22 Roadway Improvements Federal Highway Administration CFDA # 20.205 Not Research and Development THIS AGREEMENT IS EXECUTED by the State and the Local Government in duplicate. THE LOCAL GOVERNMENT Signature Typed or Printed Name Title Date THE STATE OF TEXAS Kenneth Stewart Director of Contract Services Texas Department of Transportation Date AFA-LPAFA ShortGen.doc Page 8 of 8 Revised 02/26/2016 AFA-LPAFA ShortGen.doc CSJ # 0617-02-067 District #CRP 16 Code Chart 64 # 09800 Project: PR22 Roadway Improvements Federal Highway Administration CFDA # 20.205 Not Research and Development ATTACHMENT A RESOLUTION OR ORDINANCE IPIgMB Page 1 of 1 Attachment A CSJ # 0617-02-067 District #CRP 16 Code Chart 64 # 09800 Project: PR22 Roadway Improvements Federal Highway Administration CFDA # 20.205 Not Research and Development ATTACHMENT B PROJECT LOCATION MAP .y LOCATION MAP PROJECT LOCATION 361 PROJECT: E15155 Signalization on Park Road 22 at Aquarius St. CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF CAPITAL PROGRAMS PAGE: 1 OF 1 AFA-LPAFA ShortGen.doc Page 1 of 1 Attachment B CSJ # 0617-02-067 District #CRP 16 Code Chart 64 # 09800 Project: PR22 Roadway Improvements Federal Highway Administration CFDA # 20.205 Not Research and Development ATTACHMENT C PROJECT BUDGET ESTIMATE AND SOURCE OF FUNDS Costs will be allocated based on applicable Federal/State funding and a fixed amount of Local Government funding until Local Government funding reaches the maximum obligated amount. The State will then be responsible for 100% of the costs. Description Total Estimated Cost Federal Participation State Participation Local Participation Cost Cost Cost Engineering (by Local Government) $58,000.00 $0 $0 $58,000.00 Construction (by Local Government) $455,000.00 $0 $0 $455,000.00 Subtotal $513,000.00 $0 $0 $513,000.00 Environmental Direct State Costs $1,280.00 $0 $0 $1,280.00 Right of Way Direct State Costs $1,280.00 $0 $0 $1,280.00 Engineering Direct State Costs $2,560.00 $0 $0 $2,560.00 Utility Direct State Costs $1,280.00 $0 $0 $1,280.00 Construction Direct State Costs $2,300.00 $0 $0 $2,300.00 Indirect State Costs $26,117.00 $0 $26,117.00 $0 OTAL $547,817.00 $0 $26,117.00 $521,700.00 Initial payment by the Local Government to the State: $6,400.00 Payment by the Local Government to the State before construction: $2,300.00 Total payment by the Local Government to the State: $8,700.00 AFA-LPAFA ShortGen.doc Page 1 of 1 Attachment C Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2016-25158 Date Filed: 03/11/2016 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. D & G Energy Corporation McAllen, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the goods or services to be provided under the contract. E15155 Packery Pointe Intersection Park Rd 22 at Aquarius Street Intersection Improvement 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. 13 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. f(2? : ";;wp"�, VERONICA CALDERON ?4 epi". Notary Public, Stole of Texos ; = Til, Comm_Expires 06-14-203 7 ''E,or tsz' ,,,,,,�sNolaty ID 129458344 111it ignature of au prized agent of contracting business entity �/ /� 1��/�� 1 I,h:0.11t 1 J1 this the �� day of t L {.ai'�-� ► , AFFIX NOTARY STAMP 1 SEAL Swor to and subscribed before me, 20 1 , to certify which, witness ABOVE by the-said my hand and �(�(�� 1 seal of office. e-YO'n1 C 1kxc lA \\SWA, adrrxhri Signature of officer administering oath Printed name of officer administering oath Title of officer stering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312 AGENDA MEMORANDUM First Reading at the City Council Meeting of March 29, 2016 Second Reading at the City Council Meeting of April 12, 2016 DATE: March 11, 2016 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP©cctexas.com (361) 826-3227 Authorization for Issuance of Certificates of Obligation to Fund Bond 2012 Projects CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2016A" in an amount not to exceed $18,140,037 for the purpose of financing costs associated with making permanent public improvements within the City; providing for the payment of said Certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Solid Waste System; providing the terms and conditions of said Certificates and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements of the letter of representations on file with the depository trust company; delegating the authority to certain members of the City staff to execute certain documents relating to the sale of the Certificates; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. PURPOSE: The City plans on issuing one or more series of certificates of obligation in a combined amount not to exceed $18,140,037 for the purpose of paying contractual obligations necessary to complete the street projects from Proposition 1 in Bond 2012. BACKGROUND AND FINDINGS: During the City Council meetings on January 27, 2015, February 17, 2015, and April 21 2015, City staff presented the City Council information related to the Bond 2012 street program. As a result of the April 21, 2015 update, the City Council unanimously approved Resolution 030482 which contained eight sections related to the Bond 2012 street program. The first item indicated, "To the extent that the funds authorized under the Bond 2012 Proposition 1 are insufficient to cover total project costs, the City will issue Certificates of Obligation (COs) to provide additional funding." On January 19, 2016, an update was made to the City Council regarding the status of the Bond 2012 street program. The current estimates for the remaining street projects are short by over $18,000,000 on the following projects: South Alameda Street (Ayers Street to Louisiana Avenue) - $ 3,058,000 South Staples Street (Brawner Parkway to Kostyoryz Road) - $ 7,000,000 Leopard Street (Crosstown to Palm Drive) - $ 4,168,000 Morgan Avenue (Staples Street to Crosstown Expressway) - $ 2,884,000 Twigg Street (Shoreline Boulevard to Lower Broadway) - $ 1,100,000 Savings from Tuloso Road (IH 37 to Leopard Street) - ($ 69,963) $18,140,037 To fund this shortfall, the City plans on issuing one or more series of Certificates of Obligation in a combined amount not to exceed $18,140,037. This does not obligate the City into issuing all or any of the $18,140,037 in obligations, but we will have the latitude to do so in the event that some of the estimates are less than the actual cost of construction. The Certificates of Obligation Act provides that Certificates of Obligation can be sold for cash only in certain circumstances, such as to address a public emergency or if the Certificates of Obligation are benefitted by a revenue pledge. As a result, municipalities who do not fall under these emergency categories are required to pledge as additional security for their Certificates of Obligation, some source of revenue stream that is authorized to be pledged under Texas law. This pledge oftentimes takes the form of a limited amount ($1,000) that the Texas Attorney General accepts as satisfying this revenue pledge requirement. The alternative (since the contemplated public improvements are not emergencies) to not pledging a revenue source and selling the Certificates of Obligation for cash would be to exchange the Certificates of Obligation directly with the provider of the goods or services — which would be prohibitively cumbersome for the City. Because of this requirement in the Certificates of Obligation Act and under advisement of the City's bond counsel and the City's financial advisor, the City is proposing to pledge $1,000 (one time) of Solid Waste System revenue to these certificates of obligation. By doing so, the legal requirements of the Certificates of Obligation Act will be satisfied - with a nominal effect to the Solid Waste System. This Solid Waste System revenue pledge will be disclosed in the City's notice of intention to issue these Certificates of Obligation. According to the Local Government Code, Section 271.049, prior to the issuance of the certificates of obligation, the City is required to publish notice of its intention to issue the certificates once a week for two consecutive weeks in a newspaper of general circulation, with the date of the first publication to be before the 30th day before the date set for passage of the ordinance to authorize the issuance of the certificates. The notices were in the Corpus Christi Caller -Times on February 28, 2016 and March 6, 2016. Thirty days after the date of the first publication is March 29, 2016, and so City Council action to approve this ordinance in its second reading is scheduled for April 12, 2016 and is in compliance with the Local Government Code. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Engineering • Financial Services Department • Bond Counsel • City Attorney's Office FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - $ 18,140,037 - $ 18,140,037 Encumbered/Expended amount of (date) - - - - This item - $ 18,140,037 - $ 18,140,037 BALANCE - - - - FUND(S): CIP Fund COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance DRAFT 3/7/16 ORDINANCE NO. AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2016A" IN AN AMOUNT NOT TO EXCEED $18,140,037 FOR THE PURPOSE OF FINANCING COSTS ASSOCIATED WITH MAKING PERMANENT PUBLIC IMPROVEMENTS WITHIN THE CITY; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE SOLID WASTE SYSTEM; PROVIDING THE TERMS AND CONDITIONS OF SAID CERTIFICATES AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY OF SAID CERTIFICATES, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS OF THE LETTER OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE CERTIFICATES; ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE OF THIS ORDINANCE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Corpus Christi, Texas (the City) has caused notice to be given of its intention to issue certificates of obligation in the maximum principal amount not to exceed $18,140,037 for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to -wit: (1) constructing, renovating, equipping, enlarging, and improving City streets (including utilities repair, replacement, and relocation), including curb, gutters, sidewalks, and drainage improvements necessary or incidental thereto; (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of- way for authorized needs and purposes relating to the aforementioned capital improvements; and (3) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects. This notice has been duly published in a newspaper hereby found and determined to be of general circulation in the City, once a week for two (2) consecutive weeks, the date of the first publication of such notice being not less than thirty (30) days prior to the tentative date stated therein for the final passage of the ordinance authorizing the issuance of such certificates of obligation; and 82415952.3 WHEREAS, the City Council hereby finds and determines that the actions authorized hereby and the adoption of this Ordinance are in the best interest of the citizens of the City; and WHEREAS, no petition protesting the issuance of the certificates of obligation described in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or filed with the City Secretary prior to the date tentatively set in such notice for the passage of this ordinance; and WHEREAS, the City Council hereby finds and determines that certificates of obligation in the principal amount of $18,140,037 described in such notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. A. Authorization - Designation - Principal Amount - Purpose. The certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO/100 DOLLARS ($ ), to be designated and bear the title of "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2016A" (the Certificates), for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to -wit: (1) constructing, renovating, equipping, enlarging, and improving City streets (including utilities repair, replacement, and relocation), including curb, gutters, sidewalks, and drainage improvements necessary or incidental thereto; (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes relating to the aforementioned capital improvements; and (3) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects, pursuant to the authority conferred by and in conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code (Chapter 1371), and the City's Home Rule Charter. B. Delegation of Authority to Authorized Representatives. As authorized by Chapter 1371, the City Manager of the City, the Deputy City Manager, the Assistant City Manager for General Government and Operations Support, and the City's Director of Financial Services (each of the foregoing, individually, an Authorized Representative) are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Certificates authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Certificates, the redemption provisions therefor, the rate of interest to be borne on the principal amount of each such maturity, and the Certificate Date (defined herein). Each Authorized Representative, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule I. The Certificates shall be issued in the principal amount not to exceed $18,140,037; the maximum maturity of the Certificates will be 82415952.3 -2- March 1, 2046 and the true interest cost (as determined by federal arbitrage yield) shall not exceed a rate greater than 5.00%. Lastly, each Authorized Representative is authorized to select the bond insurer, if any, with respect to the Certificates. The execution of the Approval Certificate shall evidence the sale date of the Certificates by the City to the Purchasers (hereinafter defined) in accordance with the provisions of Chapter 1371. It is further provided, however, that notwithstanding the foregoing provisions, the Certificates shall not be delivered unless prior to their initial delivery, the Certificates have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Certificate Date. The Certificates are issuable in fully registered form only; shall be dated , 2016 (the Certificate Date) and shall be issued in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and the Certificates shall become due and payable on September 1 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates, while Outstanding, in accordance with the following schedule: 82415952.3 Years of Principal Interest Stated Maturity Amounts ($) Rates (%) 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 -3- Years of Principal Interest Stated Maturity Amounts ($) Rates (%) 2035 2036 The Certificates shall bear interest on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity or prior redemption while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360 -day year of twelve 30 -day months). Interest on the Certificates shall be payable semiannually on March 1 and September 1 (each, an Interest Payment Date), commencing, 20, while the Certificates are Outstanding. SECTION 3. Payment of Certificates - Paying Agent/Registrar. The principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of, premium, if any, and interest on the Certificates shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Certificates. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Certificates is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment and transfer of the Certificates, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Certificates are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Certificates by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Certificates appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of interest thereon, (ii) on the date of surrender of the Certificates for purposes of receiving payment of principal thereof upon redemption of the 82415952.3 -4- Certificates or at the Certificates' Stated Maturity, and (iii) on any other date for any other purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Certificate for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Certificates shall be payable only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its corporate trust office. Interest on the Certificates shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Certificates (the Record Date) and shall be paid (i) by check sent on or prior to the appropriate date of payment by United States Mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Certificates was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Mandatory Redemption. The Certificates stated to mature on September 1, 20 , September 1, 20 , September 1, 20 , September 1, 20 , September 1, 20 , and September 1, 20 are referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on September 1 in each of the years as set forth below: 82415952.3 -5- Term Certificates Stated to Mature on September 1, 20 Principal Year Amount ($) 20 20 * Term Certificates Stated to Mature on September 1, 20 Principal Year Amount ($) 20 20 * Term Certificates Stated to Mature on September 1, 20 Principal Year Amount ($) 20 20 * *Payable at Stated Maturity Term Certificates Stated to Mature on September 1, 20 Principal Year Amount ($) 20 20 * Term Certificates Stated to Mature on September 1, 20 Principal Year Amount ($) 20 20 * Term Certificates Stated to Mature on September 1, 20 Principal Year Amount ($) 20 20 * The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Certificates having Stated Maturities on and after September 1, 20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on September 1, 20 , or on any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at 82415952.3 -6- random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Certificates (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the City Council. D. Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Certificates to be redeemed, provided that if less than the entire principal amount of a Certificate is to be redeemed, the Paying Agent/Registrar shall treat such Certificate then subject to redemption as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificate by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Certificate to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). If a Certificate is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Certificate (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Certificates (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on the Certificates (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Certificates shall not be deemed to be Outstanding 82415952.3 -7- in accordance with the provisions of this Ordinance. F. Transfer/Exchange of Certificates. Neither the City nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Certificate during a period beginning forty-five (45) days prior to the date fixed for redemption of the Certificates or (2) to transfer or exchange any Certificate selected for redemption, provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate which is subject to redemption in part. SECTION 5. Execution - Registration. The Certificates shall be executed on behalf of the City by its Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and attested by its City Secretary or Assistant City Secretary. The signature of either of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who were, at the time of the Certificate Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Certificates to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified or registered and delivered. SECTION 6. Registration - Transfer - Exchange of Certificates - Predecessor Certificates. A Security Register relating to the registration, payment, transfer, or exchange of the Certificates shall at all times be kept and maintained by the City at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Certificates, or if appropriate, the nominee thereof. Any Certificate may, in accordance with its terms and the terms hereof, be transferred or exchanged for Certificates of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Certificate at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates executed on behalf of, and furnished by, the City of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Certificate or Certificates surrendered for transfer. 82415952.3 -8- At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender of the Certificates to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Certificates are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver new, the Certificates executed on behalf of, and furnished by, the City to the Holder requesting the exchange. All Certificates issued upon any transfer or exchange of Certificates shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by United States registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered upon such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Certificates, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Certificates shall include any Certificate registered and delivered pursuant to Section 25 in lieu of a mutilated, lost, destroyed, or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. SECTION 7. Initial Certificate. The Certificates herein authorized shall be issued initially either (i) as a single fully registered Certificate in the total principal amount of $ with principal installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully registered Certificate for each year of Stated Maturity in the applicable principal amount, interest rate, and denomination and to be numbered consecutively from T-1 and upward (the Initial Certificate) and, in either case, the Initial Certificate shall be registered in the name of the Purchasers or the designee thereof. The Initial Certificate shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Certificate to the Purchasers, the Paying Agent/Registrar, pursuant to written instructions from the Purchasers or their designee, shall cancel the Initial Certificate delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity, and shall be lettered "R" and numbered consecutively from one (1) upward for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions 82415952.3 -9- from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Certificates, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of Bond Counsel) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Certificates as evidenced by their execution thereof. Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. The definitive Certificates shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Certificates as evidenced by their execution thereof, but the Initial Certificate submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. 82415952.3 [The remainder of this page intentionally left blank] -10- B. Form of Definitive Certificate. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, SERIES 2016A Certificate Date: , 2016 REGISTERED OWNER: PRINCIPAL AMOUNT: Interest Rate: Stated Maturity: CUSIP No. The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the Certificate Date, or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for until such principal sum has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year, commencing , 20 (each, an Interest Payment Date). Principal and premium, if any, of this Certificate shall be payable to the Registered Owner hereof (the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Certificate shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. 82415952.3 -11- This Certificate is one of the series specified in its title issued in the aggregate principal amount of $ (the Certificates) pursuant to an Ordinance adopted by the governing body of the City (the Ordinance), for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to -wit: (1) constructing, renovating, equipping, enlarging, and improving City streets (including utilities repair, replacement, and relocation), including curb, gutters, sidewalks, and drainage improvements necessary or incidental thereto; (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of- way for authorized needs and purposes relating to the aforementioned capital improvements; and (3) the payment of professional services related to the design, construction, project management, and financing of the aforementioned projects, pursuant to the authority conferred by and in strict conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through 271.065, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code, and the City's Home Rule Charter. As provided in the Ordinance, the Certificates stated to mature on September 1, 20 , September 1, 20 , September 1, 20 , September 1, 20 , September 1, 20 , and September 1, 20 are referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on September 1 in each of the years as set forth below: Term Certificates Stated to Mature on September 1, 20 Principal Year Amount ($) 20 20 * Term Certificates Stated to Mature on September 1, 20 Principal Year Amount ($) 20 20 * *Payable at Stated Maturity 82415952.3 -12- Term Certificates Stated to Mature on September 1, 20 Principal Year Amount ($) 20 20 * Term Certificates Stated to Mature on September 1, 20 Principal Year Amount ($) 20 20 * Term Certificates Stated to Mature on September 1, 20 Principal Year Amount ($) 20 20 * *Payable at Stated Maturity Term Certificates Stated to Mature on September 1, 20 Principal Year Amount ($) 20 20 * The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Certificates stated to mature on and after September 1, 20 may be redeemed prior to their Stated Maturities, at the option of the City, on September 1, 20 , or on any date thereafter, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par plus accrued interest to the date of redemption; provided, however, that at least thirty (30) days prior written notice shall be sent to the Holder of the Certificates to be redeemed by United States mail, first-class postage prepaid, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Certificate is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Certificate to the Paying Agent/Registrar at its corporate trust office, a new Certificate or Certificates of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Certificate (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Certificate (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if the money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Certificate is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Certificate within forty-five (45) days of 82415952.3 -13- the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Certificates of this series are payable from the proceeds of an ad valorem tax levied upon all taxable property within the City, within the limitations prescribed by law, and are further payable from and secured by a lien on and pledge of the Pledged Revenues (identified and defined in the Ordinance), being a limited amount of the Net Revenues derived from the operation of the City's solid waste management system (the System), such lien on and pledge of the limited amount of Net Revenues being subordinate and inferior to the lien on and pledge of such Net Revenues securing payment of the currently outstanding Subordinate Lien Obligations and Limited Pledge Obligations and any Prior Lien Obligations, Junior Lien Obligations, Additional Subordinate Lien Obligations, or Additional Limited Pledge Obligations hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations, Junior Lien Obligations, Additional Subordinate Lien Obligations, and Additional Limited Pledge Obligations (all as identified and defined in the Ordinance), while the Certificates are Outstanding, without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied and the revenues pledged for the payment of the Certificates; the terms and conditions under which the City may issue Prior Lien Obligations, Junior Lien Obligations, Additional Subordinate Lien Obligations, and Additional Limited Pledge Obligations; the terms and conditions relating to the transfer or exchange of the Certificates; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holder; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Certificate may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of 82415952.3 -14- either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Certificate in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that issuance of the Certificates does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Certificates by the levy of a tax and collection of Pledged Revenues as aforestated. In case any provision in this Certificate or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. 82415952.3 [The remainder of this page intentionally left blank] -15- IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under its official seal. ATTEST: City Secretary (CITY SEAL) 82415952.3 CITY OF CORPUS CHRISTI, TEXAS By Mayor [The remainder of this page intentionally left blank.] -16- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS § REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this (SEAL) Comptroller of Public Accounts of the State of Texas *NOTE TO PRINTER: Not to appear on printed Certificates. D. Form of Registration Certificate of Paying Agent/Registrar to Appear on Definitive Certificates Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued under the provisions of the within -mentioned Ordinance; the Certificate or Certificates of the above -entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Certificates. 82415952.3 -17- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. Signature guaranteed: 82415952.3 [The remainder of this page intentionally left blank.] -18- F. The Initial Certificate shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed "as shown below"; (ii) first two paragraphs shall read as follows: REGISTERED PRINCIPAL REGISTERED AMOUNT NO. T-1 $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, SERIES 2016A Certificate Date: Interest Rate: Stated Maturity: , 2016 As Shown Below As Shown Below REGISTERED OWNER: PRINCIPAL AMOUNT: CUSIP No. The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above stated to mature on the first day of September in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (%) (Information to be inserted from schedule in Section 2 hereof) (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amounts hereof from the Certificate Date specified above, or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for, until the principal amounts have become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates of interest specified above, computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year, commencing , 20 (each, an Interest Payment Date). 82415952.3 -19- Principal of this Certificate shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender, to Stated Maturity or prior redemption, while Outstanding, at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Certificate whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Certificate shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers for the Certificates, the Definitive Certificates and the Initial Certificate shall bear an appropriate legend as provided by the insurer. SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 27 and 44 of this Ordinance have the meanings assigned to them in Sections 27 and 44 of this Ordinance, and all such terms, include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Additional Limited Pledge Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable in part from a pledge of and lien on Pledged Revenues of the System which pledge of revenues is limited as further provided in Section 20 of this Ordinance, and (ii) any obligations hereafter issued to refund the foregoing as determined by the City Council in accordance with any applicable law. B. The term Additional Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable wholly or in part from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the limited amount of the Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge Obligations (including the Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and 82415952.3 -20- pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. C. The term Authorized Representatives shall mean the City Manager of the City, the Deputy City Manager, the Assistant City Manager for General Government and Operations Support, and the City's Director of Financial Services. D. The term Certificates shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2016A" authorized by this Ordinance. E. The term Certificate Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. F. The term City shall mean the City of Corpus Christi, located in Nueces, Aransas, Kleberg, and San Patricio Counties, Texas and, where appropriate, the City Council of the City. G. The term Closing Date shall mean the date of physical delivery of the Initial Certificate in exchange for the payment of the agreed purchase price for the Certificates. H. The term Collection Date shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the City become delinquent. I. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. J. The term Depository shall mean an official depository bank of the City. K. The term Fiscal Year shall mean the annual financial accounting period for the System now ending on September 30th of each year; provided, however, the City Council may change such annual financial accounting period to end on another date if such change is found and determined to be necessary for accounting purposes or is required by applicable law. L. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; (iii) 82415952.3 -21- noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Certificates. M. The term Gross Revenues for any period shall mean all income and revenues received by the City by virtue of its ownership and operation of the System, including, but not limited to, its rentals, fees, and other revenues resulting from the ownership of the System, including rentals received from leasing all or part of the System. However, it is expressly recognized that any such lease must comply with the requirements of the Code and existing regulations, published rulings, and court decisions. N. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Certificate. O. The term Interest Payment Date shall mean the date semiannual interest is payable on the Certificates, being March 1 and September 1 of each year, commencing , 20, while any of the Certificates remain Outstanding. P. The term Junior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being junior and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Subordinate Lien Obligations, Limited Pledge Obligations (including the Certificates), or any Additional Subordinate Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a junior and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. Q. The term Limited Pledge Obligations shall mean (i) the outstanding and unpaid obligations of the City that are payable, in part, from and secured by a pledge of and lien on the Pledged Revenues of the System and designated as follows: (1) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2009", dated July 15, 2009, in the original principal amount of $8,460,000; (2) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2010", dated July 1, 2010, in the original principal amount of $3,000,000; and 82415952.3 -22- (3) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2015", dated October 1, 2015, in the original amount of $10,020,000; and (4) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016", dated December 1, 2015, in the original amount of $2,000,000; and (5) Upon issuance, the Certificates; and (ii) obligations hereafter issued to refund any of the foregoing as determined by the City Council in accordance with any applicable law. R. The term Maintenance and Operating Expenses shall mean the expenses of operation and maintenance, including all salaries, labor, materials, repairs and extensions necessary to maintain and operate the System; provided, however, that only such repairs and extensions as in the judgment of the City Council, reasonably and fairly exercised, are necessary to keep the System in operation and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical action or condition which would otherwise impair the security of any bonds or other obligations payable from and secured, in whole or in part, by a lien on the Net Revenues derived from the ownership and operation of the System shall be deducted in determining Net Revenues. S. The term Net Revenues for any period shall mean the Gross Revenues of the System less the Maintenance and Operating Expenses of the System. T. The term Ordinance shall mean this ordinance as finally passed and adopted by the City Council of the City. U. The term Outstanding when used in this Ordinance with respect to Certificates shall mean, as of the date of determination, all Certificates issued and delivered under this Ordinance, except: (1) those Certificates canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates for which payment has been duly provided by the City in accordance with the provisions of Section 29 of this Ordinance; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 25 of this Ordinance. V. The term Pledged Revenues shall mean, while the Certificates remain Outstanding, an amount of Net Revenues not in excess of $1,000. The Pledged Revenues shall be deposited, allocated, and expended in accordance with Section 10 of this Ordinance. 82415952.3 -23- W. The term Pledged Revenue Amount shall mean the total amount, not to exceed $1,000 while the Certificates are Outstanding, of Net Revenues that may be transferred in whole or in part by the City in any given Fiscal Year (however, any amounts transferred prior to the final maturity date of the Certificates may not exceed the total amount of $1,000) to the Certificate Fund. X. The term Prior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System, all as further provided in Section 20 of this Ordinance, and (ii) any obligations hereafter issued to refund the foregoing if issued in a manner so as to be payable from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System as determined by the City Council in accordance with any applicable law. Y. The term Purchasers shall mean the initial purchaser or purchasers of the Certificates named in Section 26 of this Ordinance. Z. The term Stated Maturity shall mean the annual principal payments of the Certificates payable on September 1 of each year the Certificates are Outstanding as set forth in Section 2 of this Ordinance. AA. The term Subordinate Lien Obligations shall mean (i) the outstanding and unpaid obligations of the City that are payable, in whole or in part, from and equally secured by a subordinate and inferior lien on and pledge of the Net Revenues of the System and designated as follows: (1) "City of Corpus Christi, Texas Combination Tax and Solid Waste Revenue Certificates of Obligation, Series 2008", dated December 15, 2008, in the original principal amount of $12,000,000; and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. BB. The term System shall mean a plant, composting process plant, incinerator, sanitary landfill, transfer station, or other works and equipment that is acquired, installed, or operated to collect, handle, store, process, recover material or energy from, or dispose of solid waste, and includes sites for those works and equipment. SECTION 10. Certificate Fund - Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption, and retirement of the Certificates, there shall be and is hereby created a special fund to be designated "COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2016A INTEREST AND SINKING FUND" (the Certificate Fund), which fund shall be kept and maintained at the Depository, and money deposited in such fund shall be used for no other purpose. Authorized Representatives of the City are hereby authorized and directed to make withdrawals from the Certificate Fund sufficient to pay the purchase price or the amount of 82415952.3 -24- principal of, premium, if any, and interest on the Certificates as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Certificates. The City, at its sole discretion, may deposit the Pledged Revenue Amount to the Certificate Fund. The Pledged Revenue Amount, if deposited, shall be expended annually to pay principal of and interest on the Certificates as the same become due and payable. This Pledged Revenue Amount shall be accounted for and transferred to the Paying Agent/Registrar in accordance with the provisions of the previous paragraph of this Section. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund created and established by this Ordinance may, at the option of the City, be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book -entry form, in securities, including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such fund will be available at the proper time or times. All interest and income derived from deposits and investments in any fund established pursuant to the provisions of this Ordinance shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 11. Tax Levy. To provide for the payment of the Debt Service Requirements on the Certificates being (i) the interest on the Certificates and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Certificates or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund and are thereafter pledged to the payment of the Certificates. The City Council hereby declares 82415952.3 -25- its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and obligations of the City. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be determined and accomplished in the following manner: A. Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: (1) the amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year; (2) the amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of the Pledged Revenues, if any, or any other lawfully available funds to be appropriated and allocated during such year to pay such Debt Service Requirements, if any, prior to the Collection Date for the ad valorem taxes to be levied; and (3) the amount of Pledged Revenues, if any, or any other lawfully available funds appropriated and set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding Fiscal Year. B. The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (1) above less the sum total of the amounts established in paragraphs (2) and (3), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 12. Pledge of Pledged Revenues. The City hereby covenants and agrees that, subject to (i) any prior lien on and pledge of the Net Revenues of the System to the payment and security of the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City and (ii) the lien on and pledge of the Pledged Revenues (or such other limited amount of excess Net Revenues of the System) to the payment and security of the currently outstanding Limited Pledge Obligations, the Pledged Revenues are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates and the pledge of Pledged Revenues herein made for the payment of the Certificates shall constitute a lien on the Pledged Revenues in accordance with the terms and provisions hereof and be valid and binding without any physical delivery thereof or further act by the City. SECTION 13. Revenue Fund. The City hereby covenants and agrees that all Gross Revenues derived from the operation of the System shall be kept separate and apart from all other funds, accounts and money of the City and shall be deposited as collected into the "CITY OF CORPUS CHRISTI, TEXAS SOLID WASTE MANAGEMENT SYSTEM REVENUE 82415952.3 -26- FUND" (the Revenue Fund). All money deposited in the Revenue Fund shall be pledged and appropriated to the extent required for the following purposes and in the order of priority shown: • First: to the payment of the reasonable and proper Maintenance and Operating Expenses of the System required by statute or ordinances authorizing the issuance of any indebtedness of the City to be a first charge on and claim against the Gross Revenues of the System; • Second: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Prior Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; • Third: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Junior Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; • Fourth: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of the currently outstanding Subordinate Lien Obligations or Additional Subordinate Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; and • Fifth: To the payment of the amounts that may be deposited in the special funds and accounts established for the payment of the currently outstanding Limited Pledge Obligations, including the Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment, security and benefit thereof, may be appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 14. Deposits to Certificate Fund — Surplus Certificate Proceeds. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to a principal and Interest Payment Date for the Certificates, from the Pledged Revenues in the System Fund, after the deduction of all payments required to be made to the special funds or accounts created for the payment, security, and benefit of the (i) currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City and (ii) the currently outstanding Limited Pledge Obligations and any Additional Limited Pledge Obligations hereafter issued by the City, any amounts budgeted to be paid therefrom in such Fiscal Year. Accrued interest, if any, received from the Purchasers of the Certificates shall be deposited to the Certificate Fund and ad valorem taxes levied and collected for the benefit of the 82415952.3 -27- Certificates shall be deposited to the Certificate Fund. In addition, any surplus proceeds, including investment income therefrom, from the sale of the Certificates not expended for authorized purposes shall be deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said fund from ad valorem taxes. SECTION 15. Security of Funds. All money on deposit in the funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such funds shall be used only for the purposes permitted by this Ordinance. SECTION 16. Maintenance of System - Insurance. The City covenants and agrees that while the Certificates remain Outstanding it will maintain and operate the System with all possible efficiency and maintain casualty and other insurance (including a system of self-insurance) on the properties of the System and its operations of a kind and in such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type of business and that it will faithfully and punctually perform all duties with reference to the System required by the laws of the State of Texas. All money received from losses under such insurance policies, other than public liability policies, are held for the benefit of the holders of the Certificates until and unless the proceeds are paid out in making good the loss or damage in respect of which such proceeds are received, either by replacing the property destroyed or repairing the property damaged, and adequate provision for making good such loss or damage must be made within ninety (90) days after the date of loss. The payment of premiums for all insurance policies required under the provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are derived from sources other than the operation of the System but nothing herein shall be construed as preventing the City from doing so. SECTION 17. Rates and Charges. The City hereby covenants and agrees with the Holders of the Certificates that rates and charges for solid waste collection services afforded by the System will be established and maintained to provide Gross Revenues sufficient at all times: A. to pay, together with any other lawfully available funds, all operating, maintenance, depreciation, replacement, betterment, and other costs incurred in the maintenance and operation of the System, including, but not limited to, Maintenance and Operating Expenses; B. to produce Net Revenues sufficient, together with any other lawfully available funds, to pay (i) the interest on and principal of any Prior Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof; (ii) the interest on and principal of any Junior Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof; (iii) the interest on and principal of the currently outstanding Subordinate Lien Obligations and any Additional Subordinate Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof; and (iv) the amounts that may be deposited in the special funds established 82415952.3 -28- for the payment of the Limited Pledge Obligations or any Additional Limited Pledge Obligations hereafter issued by the City; and C. to pay other legally incurred indebtedness payable from the Net Revenues of the System and/or secured by a lien on the System or the Net Revenues thereof. SECTION 18. Records and Accounts - Annual Audit. The City further covenants and agrees that so long as any of the Certificates remain Outstanding it will keep and maintain separate and complete records and accounts pertaining to the operations of the System in which complete and correct entries shall be made of all transactions relating thereto, as provided by Chapter 363, as amended, Texas Health and Safety Code, or other applicable law. The Holders of the Certificates or any duly authorized agent or agents of the Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that, following the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an independent firm of certified public accountants. Expenses incurred in making the annual audit of the operations of the System are to be regarded as Maintenance and Operating Expenses. SECTION 19. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Certificates shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 20. Issuance of Prior Lien Obligations - Junior Lien Obligations — Additional Subordinate Lien Obligations — Additional Limited Pledge Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Prior Lien Obligations payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System; B. Junior Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is junior and inferior to the lien on and pledge thereof 82415952.3 -29- securing the payment of any Prior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Subordinate Lien Obligations and the Certificates and any Additional Subordinate Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the City; and C. Additional Subordinate Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge thereof securing the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge Obligations, the Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City; and D. Additional Limited Pledge Obligations secured by a lien on and pledge of a limited amount of the Net Revenues in accordance with the provisions of the following paragraph. Prior Lien Obligations, Junior Lien Obligations, and Additional Subordinate Lien Obligations, if issued, may be payable, in whole or in part, from Net Revenues (without impairment of the obligation of contract with the holders of the currently outstanding Limited Pledge Obligations and the Certificates) upon such terms and conditions as the City Council may determine. Additional Limited Pledge Obligations, if issued and payable, in whole or in part, from Pledged Revenues (defined in the same or similar terms as provided in Section 9 of this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations), shall not in any event be construed to be payable from the Pledged Revenues authorized by this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations to be budgeted and appropriated for the payment of the Certificates or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations. However, the lien on and pledge of the limited amount of Net Revenues securing, in part, the payment of the Certificates, the Limited Pledge Obligations and any Additional Limited Pledge Obligations shall be subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City. SECTION 21. Special Covenants. The City hereby further covenants that: A. it has the lawful power to pledge the Pledged Revenues supporting the Certificates and has lawfully exercised said powers under the laws of the State of Texas, including power existing under Chapter 363, as amended, Texas Health and Safety Code, and the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through Section 271.064, and the City's Home Rule Charter; and B. other than for the payment of the currently outstanding Subordinate Lien Obligations and the Limited Pledge Obligations, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System; 82415952.3 -30- SECTION 22. Application of the Covenants and Agreements of the Subordinate Lien Obligations, Prior Lien Obligations, or Junior Lien Obligations. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administration and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in the ordinances authorizing the issuance of the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued by the City, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of the currently outstanding Subordinate Lien Obligations and any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations hereafter issued. It is expressly recognized that prior to the issuance of any Prior Lien Obligations, Junior Lien Obligations, or Additional Subordinate Lien Obligations, the City must comply with each of the conditions precedent contained in the ordinances authorizing the issuance of the currently outstanding Subordinate Lien Obligations, Limited Pledge Obligations, and the Certificates, as appropriate. SECTION 23. Notices to Holders - Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 24. Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Certificates held by the Paying Agent/Registrar shall be destroyed as directed by the City. 82415952.3 -3 1 - SECTION 25. Mutilated, Destroyed, Lost, and Stolen Certificates. If (1) any mutilated Certificate is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Certificate, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Certificate has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Certificate, a new Certificate of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Certificate has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Certificate, pay such Certificate. Upon the issuance of any new Certificate or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Certificates. SECTION 26. Sale of the Certificates — Official Statement Approval — Approval of Purchase Contract - Use of Certificate Proceeds. The Certificates authorized by this Ordinance are hereby sold by the City to , , (the Purchasers, having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract, dated , 2016 (the Purchase Contract), attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Certificate shall be registered in the name of the . The pricing and terms of the sale of the Certificates are hereby found and determined to be the most advantageous reasonably obtainable by the City. Any Authorized Representative is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Certificates to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. 82415952.3 -32- Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Certificates. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by an Authorized Representative), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated , 2016, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Certificates. Proceeds from the sale of the Certificates shall be applied as follows: (1) Accrued interest (in the amount of $ ) received from the Purchasers shall be deposited into the Certificate Fund. The City received a net premium from the sale of the Certificates of $ which is hereby allocated by the City in the following manner: (1) $ to pay the Purchasers' compensation, (2) $ to pay the costs of issuance, and (3) $ shall be deposited in the Certificate Fund as the contingency amount. (2) The balance of the proceeds derived from the sale of the Certificates, after making the deposits to the Certificate Fund as described in (1) above, shall be used to pay costs of issuance or deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Certificates. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Certificates pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 14 of this Ordinance. SECTION 27. Covenants to Maintain Tax -Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Closing Date means the date on which the Certificates are first authenticated and delivered to the initial purchasers against payment therefor. 82415952.3 -33- Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Certificates. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purposes of the Certificates. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Certificates. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Certificates has the meaning set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Certificate, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent that it will not cause the Certificates to become "private activity bonds" within the meaning of section 141 of the Code 82415952.3 -34- and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Certificates: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Certificates, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Certificates or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except as would not cause the Certificates to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if- (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except as would not cause the Certificates to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Certificates. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. 82415952.3 -35- H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Certificate is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Certificate Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Certificates equals (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. L Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have 82415952.3 -36- resulted if the transaction had been at arm's length and had the Yield of the Certificates not been relevant to either party. J. Certificates Not Hedge Bonds. (1) The City reasonably expects to spend at least 85% of the spendable proceeds of the Certificates within three years after such Certificates are issued. (2) Not more than 50% of the proceeds of the Certificates will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Elections. The City hereby directs and authorizes any Authorized Representative, either individually or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 28. Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Certificates pending their approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery of the Certificates to the Purchasers. Furthermore, each Authorized Representative is hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Certificates, the approval of the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the City's financial advisor, bond counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Certificate to the Purchasers and the initial exchange thereof for definitive Certificates. SECTION 29. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, and/or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case 82415952.3 -37- of a net defeasance, been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof for the Certificates. In the event of a gross defeasance of the Certificates, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Certificates. The City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 27 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of three (3) years after the Stated Maturity of the Certificates, or applicable redemption date, such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Certificates that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Certificates immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Certificates, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Certificates. SECTION 30. Printed Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP, San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Certificates, the opinion to be dated and delivered as of the date of initial delivery and payment for the Certificates. Printing of a true and correct copy of the opinion on the reverse side of each of the Certificates, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is hereby approved and authorized. 82415952.3 -38- SECTION 31. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof, and neither the City nor Bond Counsel are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 32. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 33. Ordinance a Contract, Amendments - Outstanding Certificates. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Certificates. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided, however, that, without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Certificates, reduce the principal amount thereof or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, the redemption price therefor, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required for consent to any such amendment, addition, or rescission. SECTION 34. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Paying Agent/Registrar, and the Holders. SECTION 35. Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 36. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 37. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be 82415952.3 -39- valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 38. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 39. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council of the City. SECTION 40. Authorization of Paying Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, registration, and transferability of the Certificates. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 41. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 42. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 43. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Certificate or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificate. SECTION 44. Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) 82415952.3 -40- http://www.emma.msrb.org. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2016, financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 26 of this Ordinance, being the information described in Exhibit C hereto, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit C hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such financial statements becomes available. Under current Texas law, including, but not limited to, Chapter 103, as amended, Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Clerk within one hundred eighty (180) days after the last day of the City's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the City changes its fiscal year, it will file notice thereof with the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Certificates to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; 82415952.3 -41- (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (7) (8) (9) Modifications to rights of holders of the Certificates if material; Certificate calls, if material, and tender offers; Defeasances; (10) Release, substitution, or sale of property securing repayment of the Certificates, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. 82415952.3 -42- D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Certificates to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Certificates. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final 82415952.3 -43- jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format; Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word -searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the SEC. SECTION 45. Book -Entry Only System. The Certificates shall initially be registered so as to participate in a securities depository system (the DTC System) with The Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Certificates shall be issued (following cancellation of the Initial Certificate described in Section 7) in the form of a separate single definitive Certificate. Upon issuance, the ownership of each such Certificate shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Certificates shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit D (the Representation Letter). With respect to the Certificates registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Certificates from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Certificates (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any Depository Participant or any other person, other than a 82415952.3 -44- registered owner of the Certificates, as shown on the Security Register, of any notice with respect to the Certificates, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Certificate, of any amount with respect to principal of, premium, if any, or interest on the Certificates. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Certificates shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Certificates shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Certificates may be registered in whatever name or names the Holders of Certificates transferring or exchanging the Certificates shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Certificate and all notices with respect to such Certificate shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 46. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Certificates, the Authorized Representatives and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Certificates by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall 82415952.3 -45- nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 47. City's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes any Authorized Representative, Bond Counsel to the City, and/or Financial Advisor to the City to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Certificates; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Certificates. SECTION 48. Delegation Authorization Pursuant to HB 1295. Though such parties may be identified, and the entry into a particular contract may be authorized, herein, pursuant to the Act, and any other applicable law, the City hereby delegates to any Authorized Official the authority to independently select the counterparty to the Paying Agent/Registrar Agreement, and any agreement with any rating agency, bond insurer, securities depository, or any other contract that is determined by the City Manager, the City's financial advisor, or the City's bond counsel to be necessary or incidental to the issuance of the Bonds as long as each of such contracts has a value of less than the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the Ancillary Bond Contracts) and, as necessary, to execute the Ancillary Bond Contract on behalf and as the act and deed of the City. As a result of such delegation, the provisions of Section 2252.908 of the Texas Government Code, as amended, are not applicable to the Ancillary Bond Contracts pursuant to 1 Texas Administrative Code Sec. 46.1(c). SECTION 49. Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. 82415952.3 [The remainder of this page intentionally left blank] -46- PASSED AND ADOPTED on the 12th day of April, 2016. ATTEST: City Secretary APPROVED THIS 12th DAY OF APRIL, 2016: Miles Risley, City Attorney (CITY SEAL) 82415952.3 S-1 CITY OF CORPUS CHRISTI, TEXAS Mayor Schedule I - EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D 82415952.3 INDEX OF SCHEDULES AND EXHIBITS - Approval Certificate - Paying Agent/Registrar Agreement - Purchase Contract - Description of Annual Financial Information - DTC Letter of Representations I-1 THE STATE OF TEXAS § COUNTY OF NUECES § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 12th day of April, 2016, authorizing the issuance of the City's Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016A, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 12th day of April, 2016. City Secretary (CITY SEAL) 82415952.3 The foregoing ordinance was read for the first time and passed to its second reading on this the 29th day of March, 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza, Jr. Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre The foregoing ordinance was read for the second time and passed finally on this the 12th day of April, 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza, Jr. Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre PASSED AND APPROVED, this the 12th day of April, 2016. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor 82415952.3 82415952.3 SCHEDULE I APPROVAL CERTIFICATE SEE TAB NO. Schedule I 82415952.3 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. A-1 82415952.3 EXHIBIT B PURCHASE CONTRACT SEE TAB NO. B-1 EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 44 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the City appended to the Official Statement as Appendix C, but for the most recently concluded fiscal year. (2) All quantitative financial information and operating data with respect to the City of the general type included in Appendix A to the Official Statement ("Financial Information") under the headings "Debt Payable From Taxes", "General Fund Balances", "Ad Valorem Taxes", and "The Tax Increment Financing Act". Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 82415952.3 C-1 82415952.3 EXHIBIT D DTC LETTER OF REPRESENTATIONS SEE TAB NO. D-1 AGENDA MEMORANDUM First Reading Item for the City Council Meeting of April 12, 2016 Second Reading Item for the City Council Meeting of April 19, 2016 DATE: TO: March 22, 2016 Ronald L. Olson, City Manager FROM: Stacie Talbert, Interim Director StacieT@cctexas.com 361-826-3464 Appropriation for Utility Bill Donations for the Arts & Cultural Commission (ACC) CAPTION: Ordinance appropriating $4,290.08 in City utility customer donations in General Fund No. 1020 for use by programs coordinated through the City Arts and Cultural Commission and amending the FY2016 Operating Budget adopted by Ordinance No. 030620 to increase expenditures by $4,290.08. PURPOSE: To appropriate funds collected from utility customer as donations to the Arts and Cultural Alliance. BACKGROUND AND FINDINGS: The City of Corpus Christi - due to anticipated budgeted shortfalls in the Hotel Occupancy Tax - reduced arts and cultural funding during FY 2010-2011. The City met with the arts and cultural groups before the budget was approved and developed a fundraising mechanism that has a potential to grow and replace that funding. The "Check Yes for Arts and Culture Campaign" gives City of Corpus Christi utility bill customers the opportunity to add a small monthly donation to their bill to directly support the arts. The funding received thus far is applied to the operational and programming support for the following organizations: The City of Corpus Christi Arts and Cultural Commission, the South Texas Botanical Gardens and Nature Center, Harbor Playhouse, the Art Center of Corpus Christi, Corpus Christi Symphony Orchestra, the Texas Jazz Festival, the Antonio E. Garcia Arts and Education Center, Instituto de Cultura Hispanica, the Asian Cultures Museum. The nine organizations formed the Arts and Culture Alliance ("ACA"). Per the Memo of Understanding with the City of Corpus Christi, the funds received through this initiative are allocated equally to the individual arts and cultural groups under this program. ALTERNATIVES: Do not appropriate funds. OTHER CONSIDERATIONS: Funding for the City's arts programs CONFORMITY TO CITY POLICY: Revenue must be appropriated before it can be expended. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal, Finance 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 Encumbered/ Expended Amount This item $4,290.08 $4,290.08 BALANCE $4,290.08 $4,290.08 Fund(s): General Fund Comments: none RECOMMENDATION: Staff recommends approval of this ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Summary of utility funds Page 1 of 2 Ordinance appropriating $4,290.08 in City utility customer donations in General Fund No. 1020 for use by programs coordinated through the City Arts and Cultural Commission and amending the FY2016 Operating Budget adopted by Ordinance No. 030620 to increase expenditures by $4,290.08. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1. That $4,290.08 is appropriated in City utility customer donations in General Fund No. 1020 for use by programs coordinated through the City Arts and Cultural Commission. Attest: City of Corpus Christi Rebecca Huerta City Secretary Nelda Martinez Mayor Page 2 of 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre That the foregoing ordinance was read for the second time and passed finally on this the day of , 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre PASSED AND APPROVED, this the day of , 2016. ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor Attachment A Arts & Cultural Alliance Utility Bill Allocation Summary FY2014 FY2015 Other arts' organizations 19,347.64 14,981.45 Arts & Cultural Commission 2,417.32 1,872.77 Total arts allocation 21,764.96 16,854.22 Total to Appropriate 4,290.09 AGENDA MEMORANDUM First Reading Item for the City Council Meeting of April 12, 2016 Second Reading Item for the City Council Meeting of April 19, 2016 DATE: TO: Ronald L. Olson, City Manager March 25, 2016 FROM: Stacie Talbert Anaya, Interim Director StacieT@cctexas.com 361-826-3460 Annual Ordinance for Select Parks and Recreation Grants CAPTION: Ordinance authorizing the City Manager or designee to execute documents to apply for and accept grants from the Area Agency on Aging of the Coastal Bend for the Elderly Nutrition Program, Corporation for National and Community Service for the RSVP (Retired and Senior Volunteer Program) and the Senior Companion Program, and grants from the Texas Department of Agriculture for the Summer Food Service Program, Afterschool Snack Program, and Texan's Feeding Texans program and upon receipt, to appropriate funds in the no. 1067 Park Grants Fund for said city programs. PURPOSE: To streamline the approval and appropriation process for these long-standing Parks and Recreation grant programs. BACKGROUND AND FINDINGS: For many years, the City has applied for and received grants with the Area Agency on Aging of the Coastal Bend for the Elderly Nutrition Program, the Corporation for National and Community Service for the RSVP and Senior Companion Programs, as well as the Texas Department of Agriculture for the Texan's Feeding Texans, Summer Food Service and Afterschool Snack Programs. ALTERNATIVES: Do not approve this ordinance. OTHER CONSIDERATIONS: This ordinance will reduce the number of agenda items from up to fifteen to one, provided any grant amendments meet the proposed ordinance requirements. CONFORMITY TO CITY POLICY: Council approves and appropriates grant applications and awards. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal, Finance 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: none RECOMMENDATION: Staff recommends approval of this ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance ORDINANCE AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE DOCUMENTS TO APPLY FOR AND ACCEPT GRANTS FROM THE AREA AGENCY ON AGING OF THE COASTAL BEND FOR THE ELDERLY NUTRITION PROGRAM, CORPORATION FOR NATIONAL AND COMMUNITY SERVICE FOR THE RSVP (RETIRED AND SENIOR VOLUNTEER PROGRAM) AND THE SENIOR COMPANION PROGRAM, AND GRANTS FROM THE TEXAS DEPARTMENT OF AGRICULTURE FOR THE SUMMER FOOD SERVICE PROGRAM, AFTERSCHOOL SNACK PROGRAM, AND TEXANS FEEDING TEXANS PROGRAM AND UPON RECEIPT, TO APPROPRIATE FUNDS IN THE NO. 1067 PARK GRANTS FUND FOR SAID CITY PROGRAMS. Whereas, the City has for many years applied for and received grants from the Area Agency on Aging of the Coastal Bend for the Elderly Nutrition Program, the Corporation for National and Community Service for the RSVP Program and the Senior Companion Program, and also Texas Department of Agriculture for the Summer Food Service Program, Afterschool Snack Program, and Texans feeding Texans Program; Whereas, the City Council desires to streamline the approval and appropriation process for these grant applications; Whereas, the purpose of this ordinance is to address the following standard procedures related to these grants subject to verification by the Department of Finance that any required City matching funds and in-kind funding have been budgeted and appropriated in the Parks Department budget for such purpose: 1) approve the submission of grant applications, 2) grant authority to accept the award to the City Manager or designee, 3) grant authority to accept changes in award amount 4) establish the accounting fund/org number; and, 5) appropriate the grant funds, if awarded. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. That the City Manager or designee is authorized to submit applications each fiscal year for and execute documents to accept grants with the Area Agency on Aging of the Coastal Bend for the Elderly Nutrition Program, the Corporation for National and Community Service for the RSVP Program and the Senior Companion Program, and also Texas Department of Agriculture for the Summer Food Service Program, Afterschool Snack Program, and Texans feeding Texans Program. This authorization is subject to verification by the Department of Finance that any required City matching funds and in-kind funding, if any, are appropriated in the Parks department budget for such purpose. Section 2. Each fiscal year, should funding be awarded, upon execution of the grant agreements, that the grant funds awarded by the Area Agency on Aging of the Coastal Bend for the Elderly Nutrition Program, shall be deemed appropriated in the No. 1067 Parks Grants Fund for the Elderly Nutrition Program and said funds may be spent by the Parks Department for their intended purposes upon receipt of funding. . Section 3. Each fiscal year, should funding be awarded, upon execution of the grant agreements, that the grant funds awarded by the Corporation for National and Community Service for the RSVP Program shall be deemed appropriated in the No. 1067 Parks Grants Fund for the RSVP Program and said funds may be spent by the Parks Department for their intended purposes upon receipt of funding. Section 4. Each fiscal year, should funding be awarded, upon execution of the grant agreements, that the grant funds awarded by the Corporation for National and Community Service for the Senior Companion Program shall be deemed appropriated in the No. 1067 Parks Grants Fund for the Senior Companion Program and said funds may be spent by the Parks Department for their intended purposes upon receipt of funding. Section 5. Each fiscal year, should funding be awarded, upon execution of the grant agreements, that the grant funds from the Texas Department of Agriculture for the Summer Food Service Program shall be deemed appropriated in the No. 1067 Parks Grant Fund for the Summer Food Service Program and said funds may be spent by the Parks Department for their intended purposes upon receipt of funding Section 6. Each fiscal year, should funding be awarded, upon execution of the grant agreements, that the grant funds from the Texas Department of Agriculture for the Afterschool Snack Program shall be deemed appropriated in the No. 1067 Parks Grant Fund for the Afterschool Snack Program and said funds may be spent by the Parks Department for their intended purposes upon receipt of funding Section 7. Each fiscal year, should funding be awarded, upon execution of the grant agreements, that the grant funds from the Texas Department of Agriculture for the Texans feeding Texans Program shall be deemed appropriated in the No. 1067 Parks Grant Fund for the Texans Feeding Texans Program and said funds may be spent by the Parks Department for their intended purposes upon receipt of funding Section 8. That the City Manager is authorized to establish necessary grant accounts for the appropriation, segregation, and expenditure of grant funds received by the Area Agency on Aging of the Coastal Bend for the Elderly Nutrition Program. The accounting fund/org numbers for these grants are as follows: 1067-8108 (insert fiscal year). Section 9. That the City Manager is authorized to establish necessary grant accounts for the appropriation, segregation, and expenditure of grant funds received by the Corporation for National and Community Service for the RSVP Program and the Senior Companion Program. The accounting fund/org numbers for these grants are as follows: 1067-8110 (insert fiscal year), 1067-81096 (insert fiscal year). Section 10. That the City Manager is authorized to establish necessary grant accounts for the appropriation, segregation, and expenditure of grant funds received by the Texas Department of Agriculture for the Summer Food Service, Afterschool Snack and Texans Feeding Texans Programs. The accounting fund/org numbers for this grant is as follows: 1067-8092 (insert fiscal year), 1067-8094 (insert fiscal year), 1067-8109 (insert fiscal year). Section 11. That the City Manager is authorized to execute contract amendments pertaining to these funds in the following instances: a) carry-over funds, when ascertained and approved by the funding agency through a revised notice of award; b) amendments which will provide supplemental grant funds in amount not to exceed 20% of the original grant; c) reimbursement increases of administration funds for each participant served; d) amendments to comply with applicable State of Federal laws and regulations; and e) amendments which do not change the essential purpose of the grant. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2016, by the following vote: Nelda Martinez Rudy Garza Michael Hunter Chad Magill Colleen McIntyre Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn That the foregoing ordinance was read for the second time and passed finally on this the day of , 2016,by the following vote: Nelda Martinez Brian Rosas Rudy Garza Michael Hunter Chad Magill Colleen McIntyre Lucy Rubio Mark Scott Carolyn Vaughn PASSED AND APPROVED, this the day of , 2016. ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor AGENDA MEMORANDUM First Reading for the City Council Meeting of April 12, 2016 Second Reading for the City Council Meeting of April 19, 2016 DATE: TO: Ronald L. Olson, City Manager March 30, 2016 FROM: Stacie Talbert Anaya, Interim Director Staciet@cctexas.com 361-826-3460 Approve sale of parkland CAPTION: Ordinance approving the sale of properties as follows and authorizing the City Manager to execute documents necessary to complete each real estate sales transaction: a) Acushnet Park located at 6746 Aaron to MVR Construction Company and/or assigns in the amount of $655,000. b) Cabra Park located at 1323 W. Broadway to Darla -1, Ltd., and/or assigns in the amount of $24,000. c) Durant Park located at 6113 Durant to MVR Construction Company and/or assigns in the amount or $130,000. d) Parklane Park located at 4600 Arlene to Albert Ayala and/or assigns Roberto Cardenas and/or assigns in the amount of $121,000. e) Peary Park at 1750 Paul Jones Rd to 4625 No. 3, Ltd., a Texas limited partnership and/or assigns in the amount of $36,000. f) Ridgewood Park located at 5730 Malden to Richard O. Serna and/or assigns John Tamez and/or assigns in the amount of $400,003. g) Willow Park located at 11418 Willowood to Martin and Gaby Sada and/or assigns in the amount of $50,000. PURPOSE: To approve the sale of park properties and authorize the city manager to execute documents to finalize real estate sales transactions. BACKGROUND AND FINDINGS: October 2012 - The Parks & Recreation Master Plan is approved by City Council and identified 27 parks to be repurposed by means of adoption, lease, transfer to another government entity, sale or allowing them to return to a natural state. Three (3) of 27 were repurposed and/or adopted shortly after the plan was approved. June/July 2014 - Public hearings were held at City Council to place the remaining 24 parks on the ballot for approval of voters to sell. During this time, seven (7) additional parks were adopted or transferred to another agency for maintenance and removed from list to be considered by voters. Ballot language for Proposition 3 — Sale of City Parkland for the remaining 17 parks was established. September 2014 - City Council passed a resolution mandating the proceeds of sales were to be reinvested in existing parks and established a process for notification to adjacent landowners prior to each sale. In November 2014, voters approved Proposition 3 to authorize the city to list designated park properties for sale. In early 2015, the City elected the vehicle for selling the properties would be to list them with a licensed real estate broker and negotiate the highest cash offer for each property. Three parks (Caribbean, Kosar and Breakwater) were removed from the list because leases or sales with governmental entities are being explored. The Clower Company (TCC) was identified through the request for qualification process to represent the City in the transactions. The properties were listed for sale in a multiple listing service on January 24, 2016. Signs were posted at the parks and TCC made contact with all entities who had expressed interest in the parks since Proposition 3 was approved. In addition, residents within 500 feet of each park were notified by mail that the park was being listed for sale. While there has been interest in each of the properties, the negotiated cash offers have been received for the seven properties presented today. Location maps of each of the parkland properties are attached. By state law, the city may only accept the highest cash offer for each property. By city ordinance, the proceeds from the sale of the parks must be reinvested in the park system according to the 2012 Parks & Recreation Master Plan. Home and property owners within 500 feet of each of the parks being considered for sale today were notified via mail of the agenda item and the opportunity to make public comment. In addition, signs were posted in the park noting the time and date of this city council meeting The properties will be sold "As -Is" and the City not incur the cost of removing any existing equipment or buildings as a condition of sale. Any utilities required for development would be modified/improved at the cost of developer/purchaser. In addition, any zoning changes should be handled by the developer/purchaser on an individual basis. ALTERNATIVES: Do not approve sale of parkland properties. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: City Council must approve real estate transactions. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal, Finance 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: none RECOMMENDATION: Staff recommends approval of this ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Contracts for sale of parkland properties Location Maps for parkland properties Acushnet Park 6746 Aaron St. CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Willow Park 11418 Willowood CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Cabra Park 1323 W. Broadway CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Durant Park 6113 Durant CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Parklane Park 4600 Arlene CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Ridgewood Park 5730 Malden CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Park Location _• Peary Park 1750 Paul Jones Ave. CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Ordinance approving the sale of properties as follows and authorizing the City Manager to execute documents necessary to complete each real estate sales transaction: a) Acushnet Park (6746 Aaron) to MVR Construction Company and/or assigns in amount of $655,000; b) Cabra Park (1323 W. Broadway) to Darla -1, Ltd., and/or assigns in amount of $24,000; c) Durant Park (6113 Durant) to MVR Construction Company and/or assigns in amount of $130,000; d) Parklane Park (4600 Arlene) to Albert Ayala and/or assigns Roberto Cardenas and/or assigns in amount of $121,000; e) Peary Park (1750 Paul Jones Rd) to 4625 No. 3, Ltd., a Texas limited partnership and/or assigns in amount of $36,000; f) (Ridgewood Park (5730 Malden) to Richard O. Serna and/or assigns and/or assigns John Tamez and/or assigns in amount of $400,003; and g) Willow Park (11418 Willowood) to Martin and Gaby Sada and/or assigns in amount of $50,000. Whereas, pursuant to Resolution 030211, Ordinance 030253, and Texas Local Government Code section 253.001, an election was held on November 4, 2014 which authorized sale of certain parklands; Whereas, the City entered into a broker agreement pursuant to Texas Local Government Code section 253.014 and the broker has submitted the highest cash offers received; Whereas, as required in Resolution 030278, at least 10 days prior to the first reading of this ordinance, notice was sent to the property owners within 500 feet of the park land to be sold giving notice of the time, date, and location of the council meeting, contact phone number; and a statement that interested parties may appear; and signage was posted at each park; Whereas, Texas Local Government Code Section 253.001 requires the governing body to adopt an ordinance directing the municipality's mayor or city manager to execute the conveyances; Now, therefore, be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. The statements made in the recital paragraphs of this ordinance are true and correct and incorporated into this ordinance. SECTION 2. That the following sales of surplus park property are hereby approved: a) Acushnet Park located at 6746 Aaron to MVR Construction Company and/or assigns in the amount of $655,000. b) Cabra Park located at 1323 W. Broadway to Darla -1, Ltd., and/or assigns in the amount of $24,000. c) Durant Park located at 6113 Durant to MVR Construction Company and/or assigns in the amount or $130,000. d) Parklane Park located at 4600 Arlene to Albert Ayala and/or assigns Roberto Cardenas and/or assigns in the amount of $121,000. e) Peary Park at 1750 Paul Jones Rd to 4625 No. 3, Ltd., a Texas limited partnership and/or assigns in the amount of $36,000. f) Ridgewood Park located at 5730 Malden to Richard O. Serna and/or assigns John Tamez and/or assigns in the amount of $400,003. g) Willow Park located at 11418 Willowood to Martin and Gaby Sada and/or assigns in the amount of $50,000. SECTION 3. That the City Manager is authorized to execute any and all documents necessary to complete the real estate sales transactions including but not limited to zoning and plat applications, and all closing documents including special warranty deeds. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn PASSED AND APPROVED, this the day of , 2016. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor ",, TEXAS ASSOCIATION OF REALTORS' COMMERCIAL CONTRACT - UNIMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION QF REALTORS® IS NOT AUTHORIZED. ©Texas Association of REALTORS®, Inc. 2016 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: City of Corpus Christi, a Texas municipal corporation Address: 1201 Leopard St. Corpus Christi, Texas 78401 Phone: E-mail: Fax: Other: Buyer: MVR Construction Company / - 0 f ).c.56,4%,, J. Address: Phone: 361-877-8243 E mall: mvr.corp@yahoo.com Fax: Other: 2. PROPERTY: A. "Property" means that real property situated in Nueces County, Texas at 6746 Aaron, CC TX Acushnet Park (address) and that is legally described on the attached Exhibit or as follows: A tract of land located at 6746 Aaron known as Acushnet Park being legally described as Country Club Estate 20, Block 1, Lot 1, Corpus Christi, Nueces County, Texas with any and all improvements contained thereon. See Exhibit "A" attached hereto. B. Seller will sell and convey the Property together with: (1) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest in any mincrals, utilitics, adjaccnt ctrccts, allcys, strips, gores, and rights of way; (2) Seller's interest in all leases, rents, and security deposits for all or part of the Property; and (3) Seller's interest in all licenses and permits related to the Property. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (If mineral rights are to be reserved an appropriate addendum should be attached.) 3. SALES PRICE: A. At or before closing, Buyer will pay the following sales price for the Property: (1) Cash portion payable by Buyer at closing $ (2) Sum of all financing described in Paragraph 4 $ (3) Sales price (sum of 3A(1) and 3A(2)) $ C, «7) (TAR -1802) 1-1-16 Initialed for Identification by Seller , and Buyer Page 1 of 13 Conputer generated using AutoContract 7 ^", from AutoRealty, LLC, 1060 W. Pipefne, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Acushnet - MVR - 022916.axml Primed: 7:00:52 AM 3/6/2016 Commercial Contract - Unimproved Property concerning 6746 Aaron, CC TX Acushnet Park B. Adjustment to Sales Price: (Check (1) or (2) only.) LI (1) The sales price will not be adjusted based on a survey. la (2) The sales price will be adjusted based on the latest survey obtained under Paragraph 6B. (a) The sales price is calculated on the basis of $ per: ❑ (i) square foot of ❑ total area ❑ net area. (ii) acre of 121 total area ❑ net area. (b) "Total area" means all land area within the perimeter boundaries of the Property. "Net area" means total area less any area of the Property within: ❑ (i) public roadways; ❑ (ii) rights-of-way and easements other than those that directly provide utility services to the Property; and ❑ (iii) N/A (c) If the sales price is adjusted by more than N/A% of the stated sales price, either party may terminate this contract by providing written notice to the other party within NIA days after the terminating party receives the survey. If neither party terminates this contract or if the variance is Tess than the stated percentage, the adjustment to the sales price will be made to the cash portion of the sales price payable by Buyer. 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3A(2) as follows: A. Third Party Financing: One or more third party loans in the total amount of $ . This contract: ❑ (1) is not contingent upon Buyer obtaining third party financing. ❑ (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Commercial Contract Financing Addendum (TAR -1931). ❑ B. Assumption: In accordance with the attached Commercial Contract Financing Addendum (TAR -1931), Buyer will assume the existing promissory note secured by the Property, which balance at closing will be $ N/A . U C. Seller Financing: The delivery of a promissory note and deed of trust to Seller under the terms of the attached Commercial Contract Financing Addendum (TAR -1931) in the amount of $ N/A. 5. EARNEST MONEY: A. Not later than 3 days after the effective date, Buyer must deposit $ 1,000.00 as earnest money with Stewart Title of C.C. (title company) at 711 N. Caranchua #101, Corpus Christi, TX 78401 (address) Ginny Price (closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. B. Buyer will deposit an additional amount of $ 0.00 with the title company to be made part of the earnest money on or before: ❑ (i) N/A days after Buyer's right to terminate under Paragraph 7B expires; or ❑ (ii) N/A Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer /11, Page 2 of 13 Computer generated using AutoComract 7 TM, from AutoReatty, LLC, 1060 W. Pipefne, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Acushnet -MVR- 022916.axml Printed: 7:00:52 AM 3/6/2016 Commercial Contract - Unimproved Property concerning 6746 Aaron, CC TX Acushnet Park C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY AND SURVEY: A. Title Policy: (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by any underwriter of the title company in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements: (a) will not be amended or deleted from the title policy. ❑ (b) will be amended to read "shortages in areas" at the expense of ❑ Buyer ❑ Seller. (3) Within 5 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. B. Survey: Within 15 days after the effective date: (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made in accordance with the: (1) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. Seller will reimburse Buyer o.00 (insert amount) of the cost of the survey at closing, if closing occurs. (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. ❑ (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey. If the existing survey is not acceptable to the title company, Seller, at Seller's expense, will obtain a new or updated survey acceptable to the title company and deliver the acceptable survey to Buyer and the title company within 20 days after Seller receives notice that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 20 days if necessary for Seller to deliver an acceptable survey within the time required. Buyer will reimburse Seller N/A (insert amount) of the cost of the new or updated survey at closing, if closing occurs. C. Buyer's Objections to the Commitment and Survey: (1) Within 15 days after Buyer receives the commitment, copies of the documents evidencing the title exceptions, and any required survey, Buyer may object in writing to matters disclosed in the items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or "V" zone as defined by FEMA). If Paragraph 6B(1) applies, and Buyer 1/7' ' '! Page 3 of 13 (TAR -1802) 1-1-16 Initialed for Identification by Seller Conputer generated using AutoContract 7 TM, from AutoRealty, LLC, 1060 W. Pipeine, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Acushnet -MVR- 022916.axm Printed: 7:00:52 AM 3/6/2016 Commercial Contract - Unimproved Property concerning 6746 Aaron, CC TX Acushnet Park Buyer is deemed to receive the survey on the earlier of: (i) the date of Buyer's actual receipt of the survey; or (ii) of the deadline specified in Paragraph 6B. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer. (3) Buyer's failure to timely object or terminate under this Paragraph 6C is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before closing: None. Buyer accepts the property in its AS is WHERE IS condition with any and all faults. See Exhibit B. B. Feasibility Period: Buyer may terminate this contract for any reason within 30 days after the effective date (feasibility period) by providing Seller written notice of termination. (Check only one box.) (1) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer Tess $ 300.00 that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title company. The independent consideration is to be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(1) or if Buyer fails to deposit the earnest money, Buyer will not have the right to terminate under this Paragraph 7B. ❑ (2) Not later than 3 days after the effective date, Buyer must pay Seller $ N/A as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(2) or if Buyer fails to pay the independent consideration, Buyer will not have the right to terminate under this Paragraph 7B. C. Inspections, Studies, or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Y - " " Page 4 of 13 Computer generated using AutoContract 7 TM, from AutoRealty, LLC, 1060 W. Pipefne, Suite 101, Hurst, 7R 76053, (800) 322-1178 City of CC -Acushnet-MVR - 022916.axni Printed: 7:00:53 AM 3/6/2016 Commercial Contract - Unimproved Property concerning 6746 Aaron, CC TX Acushnet Park (3) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract. D. Property Information: (1) Delivery of Property Information: Within Buyer: (Check all that apply.) 10 days after the effective date, Seller will deliver to or amondments to tho loaccs; will not pay in full on or before closing; ❑ (c) copies of all previous environmental assossments, geotechnical reports, studies, or analycos made on or relating to thc Property; ❑ (d) copicc property tax ctatcmcnts for thc Property for thc previous 2 calendar yecirs; (e) plats of the Property; ❑ (f) copies of current utility capacity letters from the Property's water and sewer service provider; a4 (g) if any of the above is in Seller's possession or control. (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check all that apply.) ❑ (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in other than an electronic format and all copies that Buyer made of those items; (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered to Buyer or Buyer copied; and (c) deliver copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract. After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. 8. LEASES: A. Each written lease Seller is to assign to Buyer under this contract must be in full force and effect according to its terms. Seller may not enter into any new lease, fail to comply with any existing lease, or make any amendment or modification to any existing lease without Buyer's written consent. Seller must disclose, in writing, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently occur before closing: (1) any failure by Seller to comply with Seller's obligations under the leases; (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any advance sums paid by a tenant under any lease; (4) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease; and %/ /� (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer !' " , Page 5 of 13 Computer generated using AutoContract 7 ", from AutoRealty, LLC, 1060 W. Pipefne, Suite 101, Hurst, 1X 76053, (800) 322-1178 City of CC - Acushnet-MVR- 022616.axni Printed: 7:00:53 AM 3162016 Commercial Contract - Unimproved Property concerning 6746 Aaron, CC TX Acushnet Park (5) any amounts payable under the leases that have been assigned or encumbered, except as security for loan(s) assumed or taken subject to under this contract. B. Estoppel Certificates: Within days aftor the effective date, Seller will deliver to Buyer estoppel certificatae signed not earlior than by each tenant that knees space in tho Property. The estoppel certificatoe must include tho certifications contained in the current vorsion additional information at Ioact 10 days prior to the earliest date that Seller may deliver the cignod 9. BROKERS: A. The brokers to this sale are: Principal Broker:The Clower Company Agent: George B. Clower Cooperating Broker: Coldwell Banker Pacesetter Steel Agent:Vahid Nazari c/o April Magnuson Address: P.O. Box 2525 Address:5034 Holly Road Corpus Christi, Texas 78403 Corpus Christi, Texas 78411 Phone & Fax: 361-880-4111 361-880-4118 Phone & Fax:361-877-8243 cell E-mail: gbclower agaol.com E-mail:vehidrn@rnsn.com License No.:428055 Principal Broker: (Check only one box) 321 represents Seller only. ❑ represents Buyer only. ❑ is an intermediary between Seller and Buyer. License No.:04855789 Cooperating Broker represents Buyer. B. Fees: (Check only (1) or (2) below.) (Complete the Agreement Between Brokers on page 13 only if (1) is selected.) la (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. ❑ (2) At the closing of this sale, Seller will pay: Principal Broker a total cash fee of: Cooperating Broker a total cash fee of: ❑ % of the sales price. ❑ % of the sales price. ❑ ❑ The cash fees will be paid in Nueces County, Texas. Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. (TAR -1802) 1-1-16 Initialed for Identification by Seller Computer generated using AutoContract 7 TM, from AutoRealty, LLC, 1060 W Pipafne, Suite 101, Hurst, TX 76053, (800) 322-1178 and Buyer lay'Page 6 of 13 City of CC = Acushnet - MVR - 022916.axrri Printed: 7:00:54 AM 3/6/2016 Commercial Contract - Unimproved Property concerning 6746 Aaron, CC TX Acushnet Park 10. CLOSING: A. The date of the closing of the sale (closing date) will be on or before the later of: (1) fifteen (15) days after the expiration of the feasibility period. ❑ N/A (specific date). U N/A (2) 7 days after objections made under Paragraph 6C have been cured or waived. B. If either party #ails to close by the closing date, the non -defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver, at Seller's expense, a ❑ general special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller, at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) an assignment of all leases to or on the Property; (3) to the extent assignable, an assignment to Buyer of any licenses and permits related to the Property; (4) evidence that the person executing this contract is legally capable and authorized to bind Seller; (5) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the title company to: (i) withhold from Seller's proceeds an amount sufficient to comply applicable tax law; and (ii) deliver the amount to the Internal Revenue Service (IRS) together with appropriate tax forms; and (6) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and issuance of the title policy, all of which must be completed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; (3) sign and send to each tenant in a lease for any part of the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then in effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord -tenant at sufferance relationship between the parties. (TAR -1802) 1-1-16 Initialed for Identification by Seller and BuyerVW,/ 1 Page 7 of 13 Computer generated using AutoContract 7 TM, from AutoRealty, LLC, 1060 W. Pipeine, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Acushnet-MVR- 022916.1mA Printed: 7:00:54 AM 3/6/2016 Commercial Contract - Unimproved Property concerning 6746 Aaron, CC TX Acushnet Park 12. SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract. (If special provisions are contained in an Addendum, identify the Addendum here and reference the Addendum in Paragraph 22D.) See attached Addendum to Commercial Contract attached hereto. 13. SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; (2) preparation of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; (6) other expenses that Buyer will pay under other provisions of this contract. 14. PRORATIONS: A. Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: If Seller's use or change in use of the Property before closing results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of the Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to wh it was prorated within 5 days after the rent is received. This Paragraph 14C survives closing. i (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer , Page 8 of 13 Conputer generated using AutoContrect 7 T"', from AutoRealty, LLC, 1060 W. Pipefne, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC-Acushnet-MVR- 022916.axni Printed: 7:00:54 AM 3/6/2016 Commercial Contract - Unimproved Property concerning 6746 Aaron, CC TX Acushnet Park 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller, as Seller's sole remedy(ies), may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure except for any damages resulting from Buyer's inspections, studies or assessments in accordance with Paragraph 7C(3) which Seller may pursue, or (Check if applicable) ❑ enforce specific performance, or seek such other relief as may be provided by law. B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; (2) enforce specific performance, or seek such other relief as may be provided by law, or both. 16. CONDEMNATION: If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: A. terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration paid under Paragraph 7B(1), will be refunded to Buyer; or B. appear and defend in the condemnation proceedings and any award will, at Buyer's election, belong to: (1) Seller and the sales price will be reduced by the same amount; or (2) Buyer and the sales price will not be reduced. 17. ATTORNEY'S FEES: If Buyer, Seller, any broker, or the title company is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non -prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money, the title company will give notice of the demand by providing to the other party a copy of the demand. If the title company does not receive written objection to the demand from the other party within 15 days after the date the title company sent the demand to the other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18, each party hereby relea s the title company from all claims related to the disbursal of the earnest money. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer , Page 9 of 13 Computer generated using AutoContract 7 ^., from AutoRealty, LLC, 1060 W. Pipeine, Slate 101, Hurst, TX 76053, (800) 322-1178 City of CC - Acushnet - MVR- 022916.axm Printed: 7:00:55 AM 3/62016 Commercial Contract - Unimproved Property concerning 6746 Aaron, CC TX Acushnet Park E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to the title company are effective upon receipt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for: (1) damages; (ii) the earnest money; (iii) reasonable attorney's fees; and (iv) all costs of suit. G. ❑ Seller ❑ Buyer intend(s) to complete this transaction as a part of an exchange of like -kind properties in accordance with Section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contemplated exchange will be paid by the exchanging party. The other party will not incur any expense or liability with respect to the exchange. The parties agree to cooperate fully and in good faith to arrange and consummate the exchange so as to comply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Code. The other provisions of this contract will not be affected in the event the contemplated exchange fails to occur. U A. Seller is not aware of any material defects to the Property except as stated in the attached Commercial Property Condition Statement (TAR 1108). any subsurface: structures, pits, waste, springs, or improvcmcnts; any pcnding or threatened litigatioe, condemnation, or assessment affecting thc Property; any environmental hazards or conditions that materially affect the Proporty; whcthcr thc Property is or has bccn used for thc storage or disposal of hazardous materials or whether radon, asbestos containing materials, urea formaldehyde foam insulation, Icaad baccd paint, toxic mold (to thc extent that it advcrccly affects the health of ordinary occupants), or other pollutants or contaminants of any nature now exist or cvcr existed on thc Property; any wetlands, as defined by federal or state law or regulation, on thc Property; any present or past infestation of wood destroying insects in the Property's improvements; any contemplated material changes to thc Property or surrounding arca that would materially and detrimentally affcct the ordinary uco of tho Proporty; 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand -delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. ❑ A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. U B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22. AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, represent tives, successors, and permitted assigns. This contract is to be construed in accordance with the lies of the State of Texas. (TAR -1802) 1-1-16 Initialed for Identification by Seller , and Buyer Page 10 of 13 Computer generated using AutoContmct 7 TM, from AutoReatty, LLC, 1060 W. Pipeine, Suite 101, Burst, D( 76053, (800) 322-1178 City of CC-Acushnet - MVR- 022916.eeo Printed: 7:00:55 AM 3/6/2016 Commercial Contract - Unimproved Property concerning 6746 Aaron, CC TX Acushnet Park If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. D. Addenda which are part of this contract are: (Check all that apply.) (1) Property Description Exhibit identified in Paragraph 2; CI ❑ (3) ❑ el) ❑ (5) ❑ (6) (8) Information About Brokerage Services (TAR -2501); and (9) See Attached Addendum to Contract and Exhibit B. 1 • Commercial Property Condition Statement (TAR 1408); Commercial Contract Addendum for Special Provisions (TAR 1910); Notice to Purchaser of Real Property in a Water District (MUD); Addendum for Coaetal Aroa Property (TAR 1915); (Note: Counsel for the Texas Association of REALTORS® (TAR) has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission (TREC) or published by TAR are appropriate for use with this form.) E. Buyer F may U may not assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all obligations and liability of Buyer under this contract. 23. TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract after all parties execute this contract. 25. ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property descr'sed in the notice or at closing of purchase of the real property." The real property is described in P. •graph 2 of this contract. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Page 11 of 13 Conputer generated using AutoContract 7 TM, from AutoRealty, LLC, 1060 W. Pipetne, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC-Acushnet-MVR- 022916.axnl Printed: 7:00:56 AM 3/6/2016 Commercial Contract - Unimproved Property concerning 6746 Aaron, CC TX Acushnet Park D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135 of the Texas Natural Resources Code requires a notice regarding coastal area property to be included as part of this contract. E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract. F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra -territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the credit worthiness of the parties. H. NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water, including a reservoir or lake, constructed and maintained under Chapter 11, Water Code, that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating level, Seller hereby notifies Buyer: "The water level of the impoundment of water adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored in the impoundment; or (2) drought or flood conditions." 26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on , the offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Seller: City of Corpus Christi, a Texas municipal Buyer: MVR Construction Company corporation kdtck.,3ft IN By: By: By (signature): By (signature): '' ``Gv�---.t,,\------....--.... Printed Name: Printed Name: V ', A k.t —2-eiI' Title: Title: ,0 : [ ( c-* I" By: By: By (signature): By (signature): Printed Name: Printed Name: Title: Title: (TAR -1802) 1-1-16 Page 12 of 13 Computer generated using AutoContract 7 TM, from AutoRealty, LLC, 1060 W. Pipefrie, Suite 101, Hurst, 7X 76053, (800) 322-1178 City of CC - Acushnet - MVR - 022916.axn t Printed: 7:00:56 AM 3/6/2016 Commercial Contract - Unimproved Property concerning AGREEMENT BETWEEN BROKERS (use only if Paragraph 9B(1) is effective) Principal Broker agrees to pay Coldwell Banker Pacesetter Steel (Cooperating Broker) a fee when the Principal Broker's fee is received. The fee to be paid to Cooperating Broker will be: ❑ $N/A ,or 2.25 % of the sales price, or ❑ N/A % of the Principal Broker's fee. The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal Broker: The Clower Companyclo George B. Clower Cooperating Broker: April Magnuson c/o Vahid Nazari By: By: ATTORNEYS Seller's attorney: Address: Phone & Fax: E-mail: Seller's attorney requests copies of documents, notices, and other information: ❑ the title company sends to Seller. ❑ Buyer sends to Seller. Buyer's attorney: Address: Phone & Fax: E-mail: Buyer's attorney requests copies of documents, notices, and other information: ❑ the title company sends to Buyer. ❑ Seller sends to Buyer. ESCROW RECEIPT The title company acknowledges receipt of: ❑ A. the contract on this day (effective date); ❑ B. earnest money in the amount of $ 1,000.00 in the form of on Title company: Stewart Title of C.C. By: Assigned file number (GF#): Address: 711 N. Caranchua #101, Corpus Christi, TX 78401 Phone & Fax: E-mail: (TAR -1802) 1-1-16 Computer generated using AutoContract 7 TM, from AutoReatty, LLC, 1060 W. Piipeine, Suite 101, Hurst, TX 76053, (800) 322-1178 Page 13 of 13 City of CC - Acushnet - MVR - 022916.axm Printed: 7:00:56 AM 3162016 ADDENDUM to UNIMPROVED COMMERCIAL CONTRACT - UNIMPROVED PROPERTY between THE CITY OF CORPUS CHRISTI ("SELLER") and MVR CONSTRUCTION COMPANY ("BUYER") 1. This contract is contingent upon final approval from the Corpus Christi City Council. 2. Buyer acknowledges that the subject property is being sold in its AS IS WHERE IS condition with any and all faults per the addendum attached hereto as Exhibit B. 3. Buyer, at Buyer's sole expense, shall be responsible for any and all platting and/or zoning application fees and any associated expenses related to platting or rezoning the said property. 4. If due to factors beyond Seller's control, the commitment and/or the exception documents are not delivered within the time required, either party may terminate this contract and the earnest money be refunded to Buyer, as its sole remedy. 5. Buyer, at Buyer's sole expense during the Feasibility Period will verify with the City of Corpus Christi — Development Services that Buyer's intended use is permitted in the current zoning district of the said property. 6. In regards to Paragraph 17 — ATTORNEY FEES: the last sentence shall be modified to read as followed: "This Paragraph 17 survives termination of this contract, however, the Seller shall not be liable for any such attorney's fees." 7. Buyer is a licensed realtor with the State of Texas. Seller's Initial's , Buyer's Initial's EXHIBIT A Acushnet Park — 6746 Acushnet Dr. Corpus Christi, Texas 1 1 1 J . 1 • 1 1 1 1 „ 4 A C(Jc/ INF T • t• (I) ••• ." 7 . _ _ 5t7...15 '03 R E. P L 1cr49/44 WALNUT HILLS DR. ••••41 .• 01 JJ 10 11 ti2e.g D. 251 9 8 ‚7 -r_ /6 = 15 V4 fr. 13 • ,37 6 38 5 Country Club Estate 20, Block 1, Lot 1, Corpus Christi, Nueces County, Texas THE CLOWER CO. Realtors Commercial & Industrial Brokerage Ir P.O. Box 2525 Corpus Christi, Texas 78403-2525 lima (351)880-4111 office EXHIBIT "B" "AS -IS" PURCHASE (A) BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY "AS -IS" "WHERE -IS" AND "WITH ALL FAULTS" WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM, OR ON BEHALF OF, SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL IMPLIED WARRANTIES CONCERNING THE CONDITION OF THE PROPERTY AND ANY PORTIONS THEREOF, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL CONDITIONS, PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS, AND ALSO THE IMPLII.D WARRANTIES OF HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. (B) BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED, AND WILL NOT RELY, UPON ANY REPRESENTATIONS OR WARRANTIES (ORAL OR WRITTEN) MADE BY OR PURPORTEDLY MADE ON BEHALF OF SELLER, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. (C) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, BUYER AGREES THAT NO REPRESENTATION BY OR ON BEHALF OF SELLER OR THE SELLER'S AGENTS HAVE BEEN MADE TO BUYER AS TO THE CONDITION OF THE PROPERTY, ANY RESTRICTIONS RELATED TO THE DEVELOPMENT OF THE PROPERTY, THE APPLICABILITY OF OR COMPLIANCE WITH ANY GOVERNMENTAL REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL LAWS, OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. Seller's Initial's , Buyer's Initial's 4 TEXAS ASSOCIATION OF REALTORS' COMMERCIAL CONTRACT - UNIMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS® IS NOT AUTHORIZED. ©Texas Association of REALTORS®, Inc. 2016 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: City of Corpus Christi, a Texas municipal corporation Address: 1201 Leopard St. Corpus Christi, Texas 78401 Phone: E-mail: Fax: Other: Buyer: Darla -1, Ltd., and/or its assigns Address: 615 S. Upper Broadway Phone: 361-884-8857 E-mail: bill@durrillproperty.com Fax: Other: 2. PROPERTY: A. "Property" means that real property situated in Nueces County, Texas at 1323 W. Broadway, CC TX Cabra Park (address) and that is legally described on the attached Exhibit or as follows: A tract of land located at 1323 W. Broadway known as Cabra Park being legally described as Parker Lots 4, 5, & 6, Block 1A, Corpus Christi, Nueces County, Texas with any and all improvements contained thereon. See Exhibit "A" attached hereto. B. Seller will sell and convey the Property together with: (1) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest +cr-any+Riaefele; utilities, adjaeef# stfeete aNcys, stf s; of and-figq of -way; (2) Seller's interest in all leases, rents, and security deposits for all or part of the Property; and (3) Seller's interest in all licenses and permits related to the Property. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (If mineral rights are to be reserved an appropriate addendum should be attached.) 3. SALES PRICE: A. At or before closing, Buyer will pay the following sales price for the Property: (1) Cash portion payable by Buyer at closing (2) Sum of all financing described in Paragraph 4 (3) Sales price (sum of 3A(1) and 3A(2)) (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer 24,000.00 0.00 24,000.00 Page 1 of 13 Computer generated using /WtoContract 7 ' , from PutoRealty, LLC. 1060 W. Pipeline. Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Cabra - Dada -1 - 022916.axn1 Printed: 8:31:19 PM 3/1/2016 Commercial Contract - Unimproved Property concerning 1323W. Broadway, CC TX Cabra Park B. Adjustment to Sales Price: (Check (1) or (2) only.) (1) The sales price will not be adjusted based on a survey. ❑ (2) The sales price will be adjusted based on the latest survey obtained under Paragraph 6B. (a) The sales price is calculated on the basis of $ N/ Aper: ❑ (i) square foot of 0 total area ❑ net area. ❑ (ii) acre of ❑ total area ❑ net area. (b) "Total area" means all land area within the perimeter boundaries of the Property. "Net area" means total area less any area of the Property within: ❑ (i) public roadways; 0 (ii) rights-of-way and easements other than those that directly provide utility services to the Property; and ❑ (iii) N/A (c) If the sales price is adjusted by more than N/A% of the stated sales price, either party may terminate this contract by providing written notice to the other party within N/A days after the terminating party receives the survey. If neither party terminates this contract or if the variance is less than the stated percentage, the adjustment to the sales price will be made to the cash portion of the sales price payable by Buyer. 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3A(2) as follows: ka A. Third Party Financing: One or more third party loans in the total amount of $ . This contract: ❑ (1) is not contingent upon Buyer obtaining third party financing. ❑ (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Commercial Contract Financing Addendum (TAR -1931). ❑ B. Assumption: In accordance with the attached Commercial Contract Financing Addendum (TAR -1931), Buyer will assume the existing promissory note secured by the Property, which balance at closing will be $ N/A. ❑ C. Seller Financing: The delivery of a promissory note and deed of trust to Seller under the terms of the attached Commercial Contract Financing Addendum (TAR -1931) in the amount of $ N/A. 5. EARNEST MONEY: A. Not later than 3 days after the effective date, Buyer must deposit $ 500.00 as earnest money with First Title Company of Corpus Christi (title company) at 5402 Holly Road #2202, Corpus Christi, Texas 78401 (address) Betty Vickers (closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. B. Buyer will deposit an additional amount of $ o.00 with the title company to be made part of the earnest money on or before: 0 (i) N/A days after Buyer's right to terminate under Paragraph 7B expires; or ❑ (ii) N/A Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer ‘4>4 Page 2 of 13 Corryuter generated using/WtoContract 7 T", from N toRealty, LLC, 1060 W. Pipeline, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Cabra - Darla -1 - 022916.axni Printed: 8:31:19 PM 3/12016 Commercial Contract - Unimproved Property concerning 1323 W. Broadway, CC TX Cabra Park C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY AND SURVEY: A. Title Policy: (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by any underwriter of the title company in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements: (a) will not be amended or deleted from the title policy. ❑ (b) will be amended to read "shortages in areas" at the expense of ❑ Buyer ❑ Seller. (3) Within 5 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. 319 B. Survey: Within days after the effective date: (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. Seller will reimburse Buyer 0.00 (insert amount) of the cost of the survey at closing, if closing occurs. ❑ (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. ❑ (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey. If the existing survey is not acceptable to the title company, Seller, at Seller's expense, will obtain a new or updated survey acceptable to the title company and deliver the acceptable survey to Buyer and the title company within 20 days after Seller receives notice that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 20 days if necessary for Seller to deliver an acceptable survey within the time required. Buyer will reimburse Seller NSA (insert amount) of the cost of the new or updated survey at closing, if closing occurs. C. Buyer's Objections to the Commitment and Survey: (1) Within 15 days after Buyer receives the commitment, copies of the documents evidencing the title exceptions, and any required survey, Buyer may object in writing to matters disclosed in the items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or "V" zone as defined by FEMA). If Paragraph 6B(1) applies, (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer V / , Page 3 of 13 Computer generated usingi utoContract 7 •", from i utoRealty, LLC, 1060 W. Pipeline, Suite 101, Mast, TX 76053, (800) 322-1178 City of CC - Cabra - Darla -1 - 022916.axrt1 Printed: 8:31:20 PM 3/1/2016 Commercial Contract - Unimproved Property concerning 1323 W. Broadway, CC TX Cabra Park Buyer is deemed to receive the survey on the earlier of: (i) the date of Buyer's actual receipt of the survey; or (ii) of the deadline specified in Paragraph 6B. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer. Buyer's failure to timely object or terminate under this Paragraph 6C is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. (3) 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before closing: None. Buyer accepts the EroEerty in its AS Is WHERE Is condition with arix and all faults. See Exhibit B. B. Feasibility Period: Buyer may terminate this contract for any reason within 30 days after the effective date (feasibility period) by providing Seller written notice of termination. (Check only one box.) (1) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer less $ 100.00 that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title company. The independent consideration is to be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7611) or if Buyer fails to deposit the earnest money, Buyer will not have the right to terminate under this Paragraph 7B. ❑ (2) Not later than 3 days after the effective date, Buyer must pay Seller $ N/A as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 71312) or if Buyer fails to pay the independent consideration, Buyer will not have the right to terminate under this Paragraph 7B. C. Inspections, Studies, or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Page 4 of 13 Conputer generated using 4 toContract 7 "', from AutoRealty, LLC, 1060 W. Pipeline, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Cabra - Dada -1 - 022916.ax,, Printed: 8:3120 PM 3/12016 Commercial Contract - Unimproved Property concerning 1323 W. Broadway, CC TX C atra Park (3) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract. D. Property Information: (1) Deliverer of Property Information: Within 10 days after the effective date, Seller will deliver to Buyer: (Check all that apply.) • (a)-se{aiss of all su re of leases-pertai 4 -4h roperty, +psl i• -any-cao4i#isationgrsuppJe ►eats, sK amon4cFleats xa#hs leases; • (-b}-copies-oi all aete& an4doodc of frust agaias# fhaPrepecty that-13iiye.F assume er-that-Seller is44l pet -pay in -4111 on -of defer -e sleoilaw • (a} s onvireauaentol-accocemoafsrgeeleohaioa4opocts,-slwdiesT 4F -analyses Rade- sr-refafi #e the PPrepe#ty; • (d) eepieaiarepe#ty fax-sfafefneafs-#e #baa°l e #e h rcvious 2-ealeIdar yews; • (e) plats of the Property; • (f)--eepies of sera:eAt--utility-capacity-le#fer-s-#9f44 #las l ef}'s-wafer--and-sewer--sefvise-previder; and • (g) if any of the above is in Seller's possession or control. (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check all that apply.) O (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in other than an electronic format and all copies that Buyer made of those items; • (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered to Buyer or Buyer copied; and • (c) deliver copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract. After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. 8. LEASES: A. Each written lease Seller is to assign to Buyer under this contract must be in full force and effect according to its terms. Seller may not enter into any new lease, fail to comply with any existing lease, or make any amendment or modification to any existing lease without Buyer's written consent. Seller must disclose, in writing, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently occur before closing: (1) any failure by Seller to comply with Seller's obligations under the leases; (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any advance sums paid by a tenant under any lease; (4) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease; and (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer ' Page 5 of 13 Computer generated using AutoContract 7 *", from AutoRealty, LLC, 1060 W. Pipeline, Suite 101, Hirst. TX 76053, (800) 322-1178 City of CC - Cabra - Dada -1 - 022916.axr, Printed: 8:31:21 PM 3/1/2016 Commercial Contract - Unimproved Property concerning 1323 W. Broadway, CC TX Cab ra k (5) any amounts payable under the leases that have been assigned or encumbered, except as security for loan(s) assumed or taken subject to under this contract. .B. €stefel Sertificates: IAAtla4R days afttlaa effestivadate;.elle iacill deli tee estepgei Certificates sigiaedeet-eaKlie than lay sash tenant that-leases_spase ira tlaa 42Fepe# . Tlaa estoppel Ger ifiGales-e}t sl-4Relede-the-set4iflea sas-se#ai •+ra-#tae surge#-sAe sine ef-TAR Fede 4033 ee}aaereial--1epel-Geftifiea an -aay addifiefral-+afee:eafieR-eegaested by a- 4h4r4-pady-le adeF providing-#iaaReiag-def RaFag Fatah -4-4-44a 41a4Fella 4'-leFiderr-egttests-eHeh additie l 44:144r-FRafien a4-4easf 48 -days iar * #e #tae-earliest-date-that-€eller-eaay-delive #laa-sisaed esteepel-se4i44sates. 9. BROKERS: A. The brokers to this sale are: Pri nci paBroker:The Clower Company Agent:George B. Clower Address: P.O. Box 2525 Cooperating Broker: N/A Agent: N/A Address: N/A Corpus Christi ,Texas 78403 N/A Phone & Fax:361-880-4111 361-880-4118 Phone & Fax: N/A E-mail:gbclower@aol.com E-mail: N/A License No.:428055 License No.: N/A Principal Broker: (Check only one box) Cooperating Broker represents Buyer. represents Seller only. 0 represents Buyer only. 0 is an intermediary between Seller and Buyer. B. Fees: (Check only (1) or (2) below.) (Complete the Agreement Between Brokers on page 13 only if (1) is selected.) 0 (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. (2) At the closing of this sale, Seller will pay: Principal Broker a total cash fee of: Cooperating Broker a total cash fee of: 4.5 % of the sales price. 0 % of the sales price. The cash fees will be paid in _ _ Nueces County, Texas. Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. (TAR -1802)1-1-16 Initialed for Identification by Seller and Buyer Vf Page 6of13 Computer generated using AutoContract 7 "', from AutoRealty, LLC, 1060 W. Pipeline, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC- Ca bra - Darla -1 - 022916.axn Printed: 8:31:21 PM 3/1/2016 Commercial Contract - Unimproved Property concerning 1323 W. Broadway, CC TX Cabra Park 10. CLOSING: A. The date of the closing of the sale (closing date) will be on or before the later of: (1) ❑ N/A days after the expiration of the feasibility period. ❑ N/A_ _ (specific date). 30 days after confirmation of survey (2) 7 days after objections made under Paragraph 6C have been cured or waived. B. If either party tails to close by the closing date, the non -defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver, at Seller's expense, a ❑ general 1P,i special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller, at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) an assignment of all leases to or on the Property; (3) to the extent assignable, an assignment to Buyer of any licenses and permits related to the Property; (4) evidence that the person executing this contract is legally capable and authorized to bind Seller; (5) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the title company to: (i) withhold from Seller's proceeds an amount sufficient to comply applicable tax law; and (ii) deliver the amount to the Internal Revenue Service (IRS) together with appropriate tax forms; and (6) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and issuance of the title policy, all of which must be completed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; (3) sign and send to each tenant in a lease for any part of the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then in effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord -tenant at sufferance relationship between the parties. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Page 7of13 Conputer generated using AutoContract 7 ^', from Auto Realty, LLC, 1060 W. Pipefne, Suite 101, Burst, TX 76053, (800) 322-1178 City of CC - Cabra - Dada -1 - 022916.axml Printed: 8:31:21 PM 3/12016 Commercial Contract - Unimproved Property concerning 1323 W. Broadway, CC TX Cabra Park 12. SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract. (If special provisions are contained in an Addendum, identify the Addendum here and reference the Addendum in Paragraph 22D.) See attached Addendum to Commercial Contract attached hereto. 13. SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; (2) preparation of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; (6) other expenses that Buyer will pay under other provisions of this contract. 14. PRORATIONS: A. Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: If Seller's use or change in use of the Property before closing results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of the Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party whom it was prorated within 5 days after the rent is received. This Paragraph 14C survives closing. (TAR -1802) 1-1-16 Initialed for Identification by Seller , and Buyer Page 8 of 13 Computer generated using AutoContract 7"',from AutoRealty,LLC, 1060 W.Pipeline, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Ca bra -Dada -1- 022916.amer Printed: 8:31:22 PM 3/12016 Commercial Contract - Unimproved Property concerning 1323 W. Broadway, CC TX Cabra Park 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller, as Seller's sole remedy(ies), may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure except for any damages resulting from Buyer's inspections, studies or assessments in accordance with Paragraph 7C(3) which Seller may pursue, or (Check if applicable) ❑ enforce specific performance, or seek such other relief as may be provided by law. B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; eF- (2}9 4QrG9-&peGi#i4 pe4o4ParIGAt 84 60444616h a sec--r$ke# as Jap-ouicied-b 4aw, ar J 16. CONDEMNATION: If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: A. terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration paid under Paragraph 7B(1), will be refunded to Buyer; or B. appear and defend in the condemnation proceedings and any award will, at Buyer's election, belong to: (1) Seller and the sales price will be reduced by the same amount; or (2) Buyer and the sales price will not be reduced. 17. ATTORNEY'S FEES: If Buyer, Seller, any broker, or the title company is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non -prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money, the title company will give notice of the demand by providing to the other party a copy of the demand. If the title company does not receive written objection to the demand from the other party within 15 days after the date the title company sent the demand to the other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18, each party hereby releases the title company from all claims related to the disbursal of the earnest money. 1 \ (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Page 9 of 13 Corryuter generated using P.utoContract 7 *" from P.utoRealty, LLC, 1060 W. Pipeline, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Cabra - Darla -1 - 022916.axn1 Printed: 8:31:22 PM 311/2016 Commercial Contract - Unimproved Property concerning 1323 W. Broadway, CC TX Cabra Park E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to the title company are effective upon receipt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for: (i) damages; (ii) the earnest money; (iii) reasonable attorney's fees; and (iv) all costs of suit. G. ❑ Seller ❑ Buyer intend(s) to complete this transaction as a part of an exchange of like -kind properties in accordance with Section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contemplated exchange will be paid by the exchanging party. The other party will not incur any expense or liability with respect to the exchange. The parties agree to cooperate fully and in good faith to arrange and consummate the exchange so as to comply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Code. The other provisions of this contract will not be affected in the event the contemplated exchange fails to occur. #9.ER FAG-T&I`T-e-the best etCcHeF's-knewiedgeand is,elie€i• { eek-efly enetoax.� ❑ A, Seller -is -reef aware of -any -material detests to Thagropecty-exceptas stated in Taattached-Comm44eial P- epe4y Qe+nd+tieR Statement (TAR 4448). ❑ B Exeepl as etlaerwise-previded+ra•#his-contract, Se +s fael aware e€: (4) any cul3surfeee: s#acturcc, e waste; springs, eF+aa eve rts; (-2) fending-er#br-ealcncd +i#igalieR, ee+aderaa+aaEien eF-aocccc attesting the lar-eper ; (3) any er irenmera+al-hazards-er een ditionc 4halrcnafeiiall -affeet The. Preper# ; (4)—wEietherthe lareper4y is erhas-beeFF 4er#tae-sterage eF dispesal e€-haardeas faferiels-or #e iswaste; adv+ +q-ei+e•es:an-y-+ railer-gretPd-#ankseK-sentaicnecs; (8) wbe#laer-roden, acbcctos eentainiRg erialertrcea-#erFtaaldehyde-#sate- feei4alieR, lead-based paiotr txis mold (to the extent that-it-advcrccly attests -44e health -e erdinary eseupants)-er ether pollutant, er sent Rants -e -any+ tr<fe-+w eidst or ever: existed era -{he 42fepe ly (8) any -wetlands, as -defined lay -federal erctatc law-erregttlal:ier er}#bel-repel; (-7-) ata #laceatenede, endangered-spocioc eF thoic-haleital en#lae--,epefly (8) any, present eF past ira#estation-e#-weed-destreyin9-ivi #k►e 42Fepec# 's it +pFevefnents; (4) any-eeratereplated-material-ehanges the-PFeperly ereafFet railing arca that wettld-aerially, and de tally a#eet-#lae-erd+nary use a€the-12Fepe4yj (44) an se+ad+tie+a-eta-#h epe4y-Th ielates an u-e-ordinaraee. (Deseribc aiy-exeeptiona e -H f 49}-ifrPar-agfagt4 4.2 &Fan adefefteluffq 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand -delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. ❑ A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. ❑ B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22. AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. This contract is to be construed in accordance with the laws of the State of Texas. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Page 10 of 13 Conputer generated using AutoContract 7 "', from AutoRealty, LLC. 1060 W. Pipeline, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Cabra - Dada -1 - 022916.axml Printed: 8:31:23 PM 3/1/2016 Commercial Contract - Unimproved Property concerning 1323 W. Broadway, CC TX Cabra Park If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. D. Addenda which are part of this contract are: (Check all that apply.) )2f (1) Property Description Exhibit identified in Paragraph 2; ❑ (.2 6e.+morcia16entr-ash PRanei ►g Ad8e n (TAR 45843; ❑ (-33 Geffiniefelal Proper y Gerndd+ltert Statement (TAR 1408); ❑ (44 CrefficcoFeial6entractAddends +#ePevi6ie4=16{T-A144548); ❑ (-53 Netise 4e ..mases: of Reel 42FejeePty ft; a W ator--8is#isf-(MUD). ❑ (4) Ad4424a8u #eP6eactal Asses e4y (TAR 4-9-16); ❑ (-73 Adde444u + fePP-FejeePty hesafed Seawai d of 414o •C s4 Intracoastal Waterway (TAR 4-9463; • (8) Information About Brokerage Services (TAR -2501); and • (9) See Attached Addendum to Contract and Exhibit B. (Note: Counsel for the Texas Association of REALTORS® (TAR) has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission (TREC) or published by TAR are appropriate for use with this form.) E. Buyer may ❑ may not assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all obligations and liability of Buyer under this contract. 23. TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract after all parties execute this contract. 25. ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property." The real property is described in Paragraph 2 of this contract. and Buyer °'' Page 11 of 13 (TAR -1802) 1-1-16 Initialed for Identification by Seller_ Conputer generated using AutoContract 7 "', from Auto Realty, LLC, 1060 W. Pipeli ne,Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC- Cabra - Darla -1 - 022916.axml Printed: 8:31:23 PM 3/1/2016 Commercial Contract - Unimproved Property concerning 1 3Z W. Broadway, CC TX Cabra Park D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135 of the Texas Natural Resources Code requires a notice regarding coastal area property to be included as part of this contract. E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract. F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra -territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the credit worthiness of the parties. H. NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water, including a reservoir or lake, constructed and maintained under Chapter 11, Water Code, that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating level, Seller hereby notifies Buyer: "The water level of the impoundment of water adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored in the impoundment; or (2) drought or flood conditions." 26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on , the offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Seller: City of Corpus Christi, a Texas municipal corporation Buyer: Darla -1, Ltd., and/or its assigns By: By: MGWM, LLC., its General Partner By (signature): Printed Name: Title: By (signature): Printed Name: Michelle Gourle Title: Managing Partner By: By: By (signature): By (signature): Printed Name: Printed Name: Title: Title: (TAR -1802) 1-1-16 Page 12 of 13 Computer generated using AutoConlracl 7 "', from AutoReally, LLC, 1060 W. Pipeline. Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Cabra - Dada -1 - 022916.axn1 Printed: 8:31:23 PM 3f1/2016 Commercial Contract - Unimproved Property concerning AGREEMENT BETWEEN BROKERS (use only if Paragraph 9B(1) is effective) Principal Broker agrees to pay (Cooperating Broker) a fee when the Principal Broker's fee is received. The fee to be paid to Cooperating Broker will be: ❑ $N/A , or _% of the sales price, or ❑ N/A % of the Principal Broker's fee. The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal Broker:, By: Cooperating Broker: _ By: Seller's attorney: ATTORNEYS Buyer's attorney: Address: Phone & Fax: E-mail: Seller's attorney requests copies of documents, notices, and other information: ❑ the title company sends to Seller. ❑ Buyer sends to Seller. Address: Phone & Fax: E-mail: Buyer's attorney requests copies of documents, notices, and other information: ❑ the title company sends to Buyer. ❑ Seller sends to Buyer. ESCROW RECEIPT The title company acknowledges receipt of: ❑ A. the contract on this day ❑ B. earnest money in the amount of $ 500.00 in the form of Title company: First Title Company of Corpus Christi By: Assigned file number (GF#): (effective date); on Address: 5402 Holly Road #2202, Corpus Christi, Texas 78401 Phone & Fax: E-mail: (TAR -1802) 1-1-16 Computer generated using AutoContract 7 T. horn AutoReatty, LLC. 1060 W. Pipeine, Suite 101, Hurst, TX 76053, (800) 322-1178 Page 13 of 13 City o! CC - Cabra - Dada -1 - 022916.acni Printed: 8:31:24 PM 31112016 ADDENDUM to UNIMPROVED COMMERCIAL CONTRACT - UNIMPROVED PROPERTY between THE CITY OF CORPUS CHRISTI ("SELLER") and DARLA-1, LTD., and/or its ASSIGNS ("BUYER") 1. This contract is contingent upon final approval from the Corpus Christi City Council. 2. Buyer acknowledges that the subject property is being sold in its AS IS WHERE IS condition with any and all faults per the addendum attached hereto as Exhibit B. 3. Buyer, at Buyer's sole expense, shall be responsible for any and all platting and/or zoning application fees and any associated expenses related to platting or rezoning the said property. 4. If due to factors beyond Seller's control, the commitment and/or the exception documents are not delivered within the time required, either party may terminate this contract and the earnest money be refunded to Buyer, as its sole remedy. 5. Buyer, at Buyer's sole expense during the Feasibility Period will verify with the City of Corpus Christi — Development Services that Buyer's intended use is permitted in the current zoning district of the said property. 6. In regards to Paragraph 17 — ATTORNEY FEES: the last sentence shall be modified to read as followed: "This Paragraph 17 survives termination of this contract, however, the Seller shall not be liable for any such attorney's fees." Seller's Initial's . Buyer's Initial's EXHIBIT "B" "AS -IS" PURCHASE (A) BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY "AS -IS" "WHERE -IS" AND "WITH ALL FAULTS" WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM, OR ON BEHALF OF, SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL IMPLIED WARRANTIES CONCERNING THE CONDITION OF THE PROPERTY AND ANY PORTIONS THEREOF, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL CONDITIONS, PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS, AND ALSO THE IMPLIED WARRANTIES OF HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. (B) BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED, AND WILL NOT RELY, UPON ANY REPRESENTATIONS OR WARRANTIES (ORAL OR WRITTEN) MADE BY OR PURPORTEDLY MADE ON BEHALF OF SELLER, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. (C) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, BUYER AGREES THAT NO REPRESENTATION BY OR ON BEHALF OF SELLER OR THE SELLER'S AGENTS HAVE BEEN MADE TO BUYER AS TO THE CONDITION OF THE PROPERTY, ANY RESTRICTIONS RELATED TO THE DEVELOPMENT OF THE PROPERTY, THE APPLICABILITY OF OR COMPLIANCE WITH ANY GOVERNMENTAL REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL LAWS, OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. Seller's Initial's , Buyer's Initial's EXHIBIT A Cabra Park — 1323 W. Broadway Corpus Christi, Texas Parker Lots 4, 5, & 6, Block 1A, Corpus Christi, Nueces County, Texas THE CLOWER CO. Realtors Commercial & Industrial Brokerage P.O. Box 2525 Corpus Christi, Texas 78403-2525 (361)880-4111 office O 404, TEXAS ASSOCIATION OF REALTORS' COMMERCIAL CONTRACT - UNIMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS® IS NOT AUTHORIZED. CSTexas Association of REALTORS®, Inc. 2016 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: City of Corpus Christi, a Texas municipal corporation Address: 1201 Leopard St. Phone: E-mail: Fax: Other: Corpus Christi, Texas 78401 Buyer: MVR Construction Company k Address: Phone: 361-877-8243 E-mail: mvr.corp@yahoo.com Fax: Other: 2. PROPERTY: A. "Property" means that real property situated in Nueces County, Texas at 6113 Durant Cir., CC TX Durant Park (address) and that is legally described on the attached Exhibit "A" or as follows: A tract of land located at 6113 Durnat Circle known as Durant Park being legally described as Blanche Moore Subdivision, Lot 2, 2.70 acres, Corpus Christi, Nueces County, Texas with any and all improvements contained thereon. See Exhibit "A" attached hereto. B. Seller will sell and convey the Property together with: (1) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest in any mincrals, utilitics, adjaccnt 3trccts, allcys, strips, gores, and rights of way; (2) Seller's interest in all leases, rents, and security deposits for all or part of the Property; and (3) Seller's interest in all licenses and permits related to the Property. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (If mineral rights are to be reserved an appropriate addendum should be attached.) 3. SALES PRICE: A. At or before closing, Buyer will pay the following sales price for the Property: (1) Cash portion payable by Buyer at closing $ ' t f «tom (2) Sum of all financing described in Paragraph 4 $ (3) Sales price (sum of 3A(1) and 3A(2)) $ L?inr 4-51)19 (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Page 1 of 13 Computer generated using AutoCondract 7 TM, from AutoRealty, LLC, 1060 W. Pipeine, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Durant - MVR - 022916.axml Printed: 9:22:17 AM 3142016 Commercial Contract - Unimproved Property concerning 6113 Durant Cir., CC TX Durant Park B. Adjustment to Sales Price: (Check (1) or (2) only.) (1) The sales price will not be adjusted based on a survey. ❑ (2) The sales price will be adjusted based on the latest survey obtained under Paragraph 6B. (a) The sales price is calculated on the basis of $ NIA per: ❑ (i) square foot of ❑ total area ❑ net area. ❑ (11) acre of ❑ total area ❑ net area. (b) "Total area" means all land area within the perimeter boundaries of the Property. "Net area" means total area less any area of the Property within: ❑ (1) public roadways; ❑ (ii) rights-of-way and easements other than those that directly provide utility services to the Property; and ❑ (iii) N/A (c) If the sales price is adjusted by more than N/A% of the stated sales price, either party may terminate this contract by providing written notice to the other party within N/A days after the terminating party receives the survey. If neither party terminates this contract or if the variance is less than the stated percentage, the adjustment to the sales price will be made to the cash portion of the sales price payable by Buyer. 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3A(2) as follows: t4 A. Third Party Financing: One or more third party loans in the total amount of $ . This contract: ❑ (1) is not contingent upon Buyer obtaining third party financing. ❑ (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Commercial Contract Financing Addendum (TAR -1931). ❑ B. Assumption: In accordance with the attached Commercial Contract Financing Addendum (TAR -1931), Buyer will assume the existing promissory note secured by the Property, which balance at closing will be $ N/A . ❑ C. Seller Financing: The delivery of a promissory note and deed of trust to Seller under the terms of the attached Commercial Contract Financing Addendum (TAR -1931) in the amount of $ N/A. 5. EARNEST MONEY: A. Not later than 3 days after the effective date, Buyer must deposit $ 1,000.00 as earnest money with First Title Co. of CC. (title company) at 5402 Holly Road #2202, Corpus Christi, Texas 78411 (address) Betty Vickers (Closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. B. Buyer will deposit an additional amount of $ 0.00 with the title company to be made part of the earnest money on or before: ❑ (i) NIA days after Buyer's right to terminate under Paragraph 7B expires; or ❑ (11) NIA Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. and Buyer V (TAR -1802) 1-1-16 Initialed for Identification by Seller Cannier generated using AutoContract 7 �', from AutoRealty, LLC, 1060 W. Pipeine, Suite 101, Hurst, TX 76053, (800) 322-1178 Page 2 of 13 City of CC - Durant - MVR - 022916.axnl Printed: 9:22:17 AM 3/4/2016 Commercial Contract - Unimproved Property concerning 6113 Durant Cir., CC TX Durant Park C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY AND SURVEY: A. Title Policy: (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by any underwriter of the title company in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements: (a) will not be amended or deleted from the title policy. ❑ (b) will be amended to read "shortages in areas" at the expense of ❑ Buyer ❑ Seller. (3) Within 5 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. B. Survey: Within 15 days after the effective date: V 4 (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. Seller will reimburse Buyer 0.00 (insert amount) of the cost of the survey at closing, if closing occurs. Vileia/ (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTNACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. ❑ (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey. If the existing survey is not acceptable to the title company, Seller, at Seller's expense, will obtain a new or updated survey acceptable to the title company and deliver the acceptable survey to Buyer and the title company within 20 days after Seller receives notice that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 20 days if necessary for Seller to deliver an acceptable survey within the time required. Buyer will reimburse Seller NIA (insert amount) of the cost of the new or updated survey at closing, if closing occurs. C. Buyer's Objections to the Commitment and Survey: (1) Within 15 days after Buyer receives the commitment, copies of the documents evidencing the title exceptions, and any required survey, Buyer may object in writing to matters disclosed in the items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or "V" zone as defined by FEMA). If Paragraph 6B(1) applies, and Buyer V<I " ; Page 3 of 13 (TAR -1802) 1-1-16 Initialed for Identification by Seller Conputer generated using AutoContract 7 from AutoRealty, LLC, 1060 W. Pipeline, Suite 101, Hurst. TX 76053, (800) 322-1178 City of CC - Durant - MVR - 022916.axni Printed: 922:18 AM 3/4/2016 Commercial Contract - Unimproved Property concerning 6113 Durant Cir., CC TX Durant Park Buyer is deemed to receive the survey on the earlier of: (i) the date of Buyer's actual receipt of the survey; or (ii) of the deadline specified in Paragraph 6B. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer. (3) Buyer's failure to timely object or terminate under this Paragraph 6C is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before closing: None. Buyer accepts the property in its AS IS WHERE IS condition with any and all faults. See Exhibit B. B. Feasibility Period: Buyer may terminate this contract for any reason within 30 days after the effective date (feasibility period) by providing Seller written notice of termination. (Check only one box.) (1) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer less $ 500.00 that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title company. The independent consideration is to be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(1) or if Buyer fails to deposit the earnest money, Buyer will not have the right to terminate under this Paragraph 7B. ❑ (2) Not later than 3 days after the effective date, Buyer must pay Seller $ NIA as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(2) or if Buyer fails to pav the independent consideration, Buyer will not have the right to terminate under this Paragraph 7B. C. Inspections, Studies, or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (TAR -1802) 1-1-16 Initialed for Identification by Seller , and Buyer Conputer generated using AutoContract 7 TM, from AutoRealty, LLC, 1060 W. Pipetne, Suite 101, Hurst, TX 76053, (800) 322-1178 Page 4 of 13 City of CC - Durant - MVR - 022916.axni Printed: 9:22:18 AM 3/4/2016 Commercial Contract - Unimproved Property concerning 6113 Durant Cir., CC TX Durant Park (3) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract. D. Property Information: (1) Delivery of Property Information: Within Buyer: (Check all that apply.) 10 days after the effective date, Seller will deliver to or amondmentc to tho Ioacoc; ❑ (c) copies of all previous environmental assessments, geotechnical reports, studies, or analysoc madc on or relating to the Property; (e) plats of the Property; i4 J (g) if any of the above is in Seller's possession or control. (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check all that apply.) ❑ (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in other than an electronic format and all copies that Buyer made of those items; (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered to Buyer or Buyer copied; and (c) deliver copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract. After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. 8. LEASES: A. Each written lease Seller is to assign to Buyer under this contract must be in full force and effect according to its terms. Seller may not enter into any new lease, fail to comply with any existing lease, or make any amendment or modification to any existing lease without Buyer's written consent. Seller must disclose, in writing, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently occur before closing: (1) any failure by Seller to comply with Seller's obligations under the leases; (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any advance sums paid by a tenant under any lease; (4) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease; and (TAR -1802) 1-1-16 Initialed for Identification by Seller , and Buyer ' " i Page 5 of 13 Computer generated using AotoContract 7'"', from AutoReeIty, LLC, 1060 W. Pipeine, Suite 101, Hurst, 3X 76053, (800) 322-1178 City of CC - Durant - MVR - 022916.axrri Printed: 912:19 811 3/4/2016 Commercial Contract - Unimproved Property concerning 6113 Durant Cir., CC TX Durant Park (5) any amounts payable under the leases that have been assigned or encumbered, except as security for loan(s) assumed or taken subject to under this contract. B. Estoppol Certificates: Within clays after the effective date, Seller will deliver to Buyer estoppel certificates signed not earlier than by oach tonant that loacoc spaco in tho Property. The estoppel certificates must include the certifications contained in tho current version additional information at least 1-0 days Dior to the easiest date that Sellor may deliver tho signed 9. BROKERS: A. The brokers to this sale are: Principal Broker:The Clower Company Agent: George B. Clower Cooperating Broker: Coldwell Banker Pacesetter Steel Agent:Vahid Nazari c/o April Magnuson Address: P.O. Box 2525 Address: 5034 Holly Road Corpus Christi, Texas 78403 Corpus Christi, Texas 78411 Phone & Fax: 361-880-4111 361-880-4118 Phone & Fax:361-877-8243 cell E-mail: austin@allenreadvi E-mail:vahidrn@msn.com License No.:428055 Principal Broker: (Check only one box) represents Seller only. U represents Buyer only. ❑ is an intermediary between Seller and Buyer. B. Fees: (Check only (1) or (2) below.) (Complete the Agreement Between Brokers on page 13 only if (1) is selected.) (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. U (2) At the closing of this sale, Seller will pay: Principal Broker a total cash fee of: Cooperating Broker a total cash fee of: ❑ 1`I/A % of the sales price. ❑ N/A % of the sales price. ❑ N/A ❑ N/A License No.:04855789 Cooperating Broker represents Buyer. The cash fees will be paid in Nueces County, Texas. Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. (TAR -1802) 1-1-16 Initialed for Identification by Seller , and Buyer Computer generated using AutoContract 7 TM, from Aut0Realty, LLC, 1060 W. Pipefne, Sults 101, Hurst, TX 76053, (600) 322-1178 Page 6 of 13 City of CC - Durant - MVR - 022916.ax0Y Printed: 9:22:19 AM 3/42016 Commercial Contract - Unimproved Property concerning 6113 Durant Cir., CC TX Durant Park 10. CLOSING: A. The date of the closing of the sale (closing date) will be on or before the later of: (1) 121 fifteen (15) days after the expiration of the feasibility period. ❑ NIA (specific date). ❑ N/A (2) 7 days after objections made under Paragraph 6C have been cured or waived. B. If either party fails to close by the closing date, the non -defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver, at Seller's expense, a ❑ general special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller, at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) an assignment of all leases to or on the Property; (3) to the extent assignable, an assignment to Buyer of any licenses and permits related to the Property; (4) evidence that the person executing this contract is legally capable and authorized to bind Seller; (5) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the title company to: (i) withhold from Seller's proceeds an amount sufficient to comply applicable tax law; and (ii) deliver the amount to the Internal Revenue Service (IRS) together with appropriate tax forms; and (6) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and issuance of the title policy, all of which must be completed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; (3) sign and send to each tenant in a lease for any part of the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then in effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord -tenant at sufferance relationship between the parties - (TAR -1802) 1-1-16 Initialed for Identification by Seller Computer generated using AutoContra t7 TM, from AutoRealty, LLC, 1060 W. Pipefne, Suite 101, Hurst, TX 76053, (800) 322-1178 and Buyer V� ^ Page 7 of 13 City of CC - Durant -MVR - 022916.axni Printed: 9:22:19 AM 3/4/2016 Commercial Contract - Unimproved Property concerning 6113 Durant Cir., CC TX Durant Park 12. SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract. (If special provisions are contained in an Addendum, identify the Addendum here and reference the Addendum in Paragraph 22D.) See attached Addendum to Commercial Contract attached hereto. 13. SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; (2) preparation of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; (6) other expenses that Buyer will pay under other provisions of this contract. 14. PRORATIONS: A. Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: If Seller's use or change in use of the Property before closing results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of the Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom was prorated within 5 days after the rent is received. This Paragraph 14C survives closing. (TAR -1802) 1-1-16 Initialed for Identification by Seller , and Buyer A, Page 8 of 13 Computer generated using AutoContract 7 ^", from AatoReaay, LLC, 1060 W. Pipet ne, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Durant -MVR - 022916.axni Printed: 9:22:20 AM 3/4/2016 Commercial Contract - Unimproved Property concerning 6113 Durant Cir., CC TX Durant Park 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller, as Seller's sole remedy(ies), may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure except for any damages resulting from Buyer's inspections, studies or assessments in accordance with Paragraph 7C(3) which Seller may pursue, or (Check if applicable) LI enforce specific performance, or seek such other relief as may be provided by law. B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; •ef. 16. CONDEMNATION: If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: A. terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration paid under Paragraph 7B(1), will be refunded to Buyer; or B. appear and defend in the condemnation proceedings and any award will, at Buyer's election, belong to: (1) Seller and the sales price will be reduced by the same amount; or (2) Buyer and the sales price will not be reduced. 17. ATTORNEY'S FEES: If Buyer, Seller, any broker, or the title company is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non -prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money, the title company will give notice of the demand by providing to the other party a copy of the demand. If the title company does not receive written objection to the demand from the other party within 15 days after the date the title company sent the demand to the other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18, each party hereby releases the title company from all claims related to the disbursal of the earnest money. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer 1/11' ,v Page 9 of 13 Computer generated using AutoContrad 7 "", from AutoRealty, LLC, 1060 W. Pipeine, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Durant - MVR- 022916.axrri Pnnted- 92220 PM 3142016 Commercial Contract - Unimproved Property concerning 6113 Durant Cir., CC TX Durant Park E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to the title company are effective upon receipt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for: (i) damages; (ii) the earnest money; (iii) reasonable attorney's fees; and (iv) all costs of suit. G. ❑ Seller ❑ Buyer intend(s) to complete this transaction as a part of an exchange of like -kind properties in accordance with Section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contemplated exchange will be paid by the exchanging party. The other party will not incur any expense or liability with respect to the exchange. The parties agree to cooperate fully and in good faith to arrange and consummate the exchange so as to comply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Code. The other provisions of this contract will not be affected in the event the contemplated exchange fails to occur. ❑ A. Sellor is not awaro of any matorial defects to the Property except as stated in the attached Commercial e (1) any subsurface: structures, pits, waste, springs, or improvements; (2) any pending or threatened litigation, condemnation, or assessment affecting thc Property; (5) whcthcr radon, asbestos containing materials, urea formaldehyde foam insulation, lead based (6) any wctlands, as dcfincd by federal or state law or regulation, on thc Property; (7) any throatoned or endangered species or their habitat on tho Proporty; (8) any present or past infestation of wood destroying insects in tho Proporty's improvemonts; .dotrrmon all,�y-a;foet-tia dinary use of thc Property; (10) any condition on the Property that violates any law or ordinance. 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand -delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. ❑ A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. Cl B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22. AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. This contract is to be construed in accordance with7ttte laws fr the State of Texas. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Page 10 of 13 Con -puler generated using AutoContmct 7 TM, fromAutoReaW, LLC, 1060 W. Piipefne, Suite 101, Hurst, TX 76053, (800) 322-1176 City of CC - Durant - MVR - 022916.exni Printed: 9:2221 AM 3/4/2016 Commercial Contract - Unimproved Property concerning 6113 Durant Cir., CC TX Durant Park If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. D. Addenda which are part of this contract are: (Check all that apply.) (1) Property Description Exhibit identified in Paragraph 2; U (3) Commercial Property Condition Statement (TAR 1408); ❑ (1) (8) Information About Brokerage Services (TAR -2501); and (9) See Attached Addendum to Contract and Exhibit B. Commercial Contract Addendum for Special Provisions (TAR 1910); (Note: Counsel for the Texas Association of REALTORS® (TAR) has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission (TREC) or published by TAR are appropriate for use with this form.) E. Buyer 14 may U may not assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all obligations and liability of Buyer under this contract. 23. TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract after all parties execute this contract. 25. ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property." The real property is described in Paragr h 2 of this contract. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Page 11 of 13 Conputer generated using AutoContract 7 TM, from AutoRealty, LLC, 1060 W. Pipeine, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Durant - MVR - 022916.axni Printed: 9:22:21 AM 3/4/2016 Commercial Contract - Unimproved Property concerning 6113 Durant Cir., CC TX Durant Park D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135 of the Texas Natural Resources Code requires a notice regarding coastal area property to be included as part of this contract. E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract. F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra -territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the credit worthiness of the parties. H. NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water, including a reservoir or lake, constructed and maintained under Chapter 11, Water Code, that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating level, Seller hereby notifies Buyer: "The water level of the impoundment of water adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored in the impoundment; or (2) drought or flood conditions." 26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on , the offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Seller: City of Corpus Christi, a Texas municipal Buyer: MVR Construction Company corporation By: By: By (signature): By (signature): V, Printed Name: Printed Name: v cadv ‘S—au Title: Title: 0 ;.r-e..c.k—o [ By: By: By (signature): By (signature): Printed Name: Printed Name: Title: Title: (TAR -1802) 1-1-16 Page 12 of 13 Computer generated using AutoContract 7 "A, from AutoRealty, LLC, 1060 W. Pipefne, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Durant - MVR - 022916.0004 Printed: 9:22:21 AM 3/4/2016 Commercial Contract - Unimproved Property concerning AGREEMENT BETWEEN BROKERS (use only if Paragraph 9B(1) is effective) Principal Broker agrees to pay Co!dwell Banker Pacesetter Steel (Cooperating Broker) a fee when the Principal Broker's fee is received. The fee to be paid to Cooperating Broker will be: $N/A ,or 2.25 % of the sales price, or U N/A % of the Principal Broker's fee. The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal Broker: The Clower Companyc/o George B. Clower Cooperating Broker: April Magnuson c/o Vahid Nazar By: By: ATTORNEYS Seller's attorney: Address: Phone & Fax: E-mail: Seller's attorney requests copies of documents, notices, and other information: ❑ the title company sends to Seller. U Buyer sends to Seller. Buyer's attorney: Address: Phone & Fax: E-mail: Buyer's attorney requests copies of documents, notices, and other information: ❑ the title company sends to Buyer. ❑ Seller sends to Buyer. ESCROW RECEIPT The title company acknowledges receipt of: ❑ A. the contract on this day (effective date); ❑ B. earnest money in the amount of $ 1,000.00 in the form of Title company: First Title Co. of CC. By: Assigned file number (GF#): on Address: 5402 Holly Road #2202, Corpus Christi, Texas 78411 Phone & Fax: E-mail: (TAR -1802) 1-1-16 Conputer generated using AutoContract 7 TM, from AutoReally, LLC, 1060 W. Pipefne, Suite 101, Hurst, TX 76053, (800) 322-1178 Page 13 of 13 City of CC - Durant - MVR - 022916.axni Printed: 922:22 AM 3/4/2016 ADDENDUM to COMMERCIAL CONTRACT - UNIMPROVED PROPERTY between THE CITY OF CORPUS CHRISTI ("SELLER") and MVR CONSTRUCTION COMPANY ("BUYER") 1. This contract is contingent upon final approval from the Corpus Christi City Council. 2. Buyer acknowledges that the subject property is being sold in its AS IS WHERE IS condition with any and all faults per the addendum attached hereto as Exhibit B. 3. Buyer, at Buyer's sole expense, shall be responsible for any and all platting and/or zoning application fees and any associated expenses related to platting or rezoning the said property. 4. If due to factors beyond Seller's control, the commitment and/or the exception documents are not delivered within the time required, either party may terminate this contract and the earnest money be refunded to Buyer, as its sole remedy. 5. Buyer, at Buyer's sole expense during the Feasibility Period will verify with the City of Corpus Christi — Development Services that Buyer's intended use is permitted in the current zoning district of the said property. 6. In regards to Paragraph 17 — ATTORNEY FEES: the last sentence shall be modified to read as followed: "This Paragraph 17 survives termination of this contract, however, the Seller shall not be liable for any such attorney's fees." 7. Buyer is a licensed realtor with the State of Texas. 8. Buyer shall be responsible for any and all rollbacks taxes associated with the said property. Seller's Initial's , Buyer's Initial's EXHIBIT A Durant Park — 6113 Durant Cir. Corpus Christi, Texas DURANT CIRCLE 212.16' Blanche Moore School Subdivision, Lot 2, 2.70 Acres, Corpus Christi, Nueces County, Texas THE GLOWER CO. Realtors Comm , Commercial & Industrial Brokerage P.D. Box 2525 Corpus Christi, Texas 78403-2525 mom [361 )880-4111 office EXHIBIT "B" "AS -IS" PURCHASE (A) BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY "AS -IS" "WHERE -IS" AND "WITH ALL FAULTS" WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM, OR ON BEHALF OF, SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL IMPLIED WARRANTIES CONCERNING THE CONDITION OF THE PROPERTY AND ANY PORTIONS THEREOF, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL CONDITIONS, PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS, AND ALSO THE IMPLIED WARRANTIES OF HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. (B) BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED, AND WILL NOT RELY, UPON ANY REPRESENTATIONS OR WARRANTIES (ORAL OR WRITTEN) MADE BY OR PURPORTEDLY MADE ON BEHALF OF SELLER, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. (C) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, BUYER AGREES THAT NO REPRESENTATION BY OR ON BEHALF OF SELLER OR THE SELLER'S AGENTS HAVE BEEN MADE TO BUYER AS TO THE CONDITION OF THE PROPERTY, ANY RESTRICTIONS RELATED TO THE DEVELOPMENT OF THE PROPERTY, THE APPLICABILITY OF OR COMPLIANCE WITH ANY GOVERNMENTAL REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL LAWS, OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. Seller's Initial's , Buyer's Initial's TEXAS ASSOCIATION or REALTORS" COMMERCIAL CONTRACT - UNIMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®IS NOT AUTHORIZED. ©Texas Association of REALTORS®, Inc. 21)16 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: City of Corpus Christi, a Texas municipal corporation Address: 1201 Leopard St. Corpus Christi, Texas 78401 Phone: E-mail: Fax: Other: Buyer: Albert Ayala & Roberto Cardenas Address: Phone: E-mail: alayalahomes@gmail.com Fax: Other: 2. PROPERTY: A. "Property" means that real property situated in _ _ Nueces County, Texas at 4600 Arlene Dr., CC TX Parklane Park (address) and that is legally described on the attached Exhibit or as follows: A tract of land located at 4600 Arlene Drive known as Parklane Park being legally described Margo Plaza Park Area Block 5, Parklane 2 Park 1.209 exempt, Corpus Christi, Nueces County, Texas with any and all improvements contained thereon. See Exhibit "A" attached hereto. B. Seller will sell and convey the Property together with: (1) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest +A -any +eefale, dt+44+ea, adjacent ctrceta, alleys, at -ids- eres, a -righ s e# way; (2) Seller's interest in all leases, rents, and security deposits for all or part of the Property; and (3) Seller's interest in all licenses and permits related to the Property. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (If mineral rights are to be reserved an appropriate addendum should be attached.) 3. SALES PRICE: A. At or before closing, Buyer will pay the following sales price for the Property: $30,000.00 (1) Cash portion payable by Buyer at closing A Q c $22,ODo, tt;eee.ee 91,000.00 (2) Sum of all financing described in Paragraph 4 /\ A* Q- C $ 94,000.00 A,A 2G (3) Sales price (sum of 3A(1) and 3A(2)) (TAR -1802) 1-1-16 Initialed for Identification by Seller Computer generated using AuloConlracl 7 '', from AuloReally, LLC, 1060 W Pipeline, Suite 101, Hvsl, TX 76053, (800) 322-1178 $ aY-tt3;oee:ee— $121000.00 Page 1of13 and Buyer P Q , .C. City of CC - Parklane -Ayala - 022916 am Printed 24290 PM 3/6/2016 Commercial Contract - Unimproved Property concerning 46 004rlene Dr., CC TX Parkl aie Park B. Adjustment to Sales Price: (Check (1) or (2) only.) (1) The sales price will not be adjusted based on a survey. ❑ (2) The sales price will be adjusted based on the latest survey obtained under Paragraph 6B. (a) The sales price is calculated on the basis of $ ❑ (i) square foot of ❑ total area ❑ net area. • (ii) acre of ❑ total area ❑ net area. N/A per: (b) "Total area" means all land area within the perimeter boundaries of the Property. "Net area" means total area less any area of the Property within: ❑ (i) public roadways; ❑ (ii) rights-of-way and easements other than those that directly provide utility services to the Property; and ❑ (III) N/A (c) If the sales price is adjusted by more than NIA% of the stated sales price, either party may terminate this contract by providing written notice to the other party within N/A days after the terminating party receives the survey. If neither party terminates this contract or if the variance is less than the stated percentage, the adjustment to the sales price will be made to the cash portion of the sales price payable by Buyer. 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3A(2) as follows: A. Third Party Financing: One or more third party loans in the total amount of $ This contract: ❑ (1) is not contingent upon Buyer obtaining third party financing. ❑ (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Commercial Contract Financing Addendum (TAR -1931). ❑ B. Assumption: In accordance with the attached Commercial Contract Financing Addendum (TAR -1931), Buyer will assume the existing promissory note secured by the Property, which balance at closing will be $ N/A ❑ C. Seller Financing: The delivery of a promissory note and deed of trust to Seller under the terms of the attached Commercial Contract Financing Addendum (TAR -1931) in the amount of $ N/A. 5. EARNEST MONEY: A. Not later than 3 days after the effective date, Buyer must deposit $ 1, 000.O s earnest money with Bay Area Title Services (title company) at 5926 S. Staples St., Corpus Christi, Texas 78413(address) Julie Jensen (closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. B. Buyer will deposit an additional amount of $ 0.00 with the title company to be made part of the earnest money on or before: ❑ (i) N/A days after Buyer's right to terminate under Paragraph 7B expires; or ❑ (ii) N/A Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer L IS., - t _ Page 2 of 13 Computer generated using AuloContract 7 r°, from AuloRealty, LLC, 1060 W Pipeline, Suite 101, Hurst, Df 76053, (800) 322-1178 Cily of CC - Parklane -Ayala -022916 axm Printed 2 4290 PM 3/6/2016 Commercial Contract - Unimproved Property concerning 4600 Arlene Dr., CC TX Parklane Park C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY AND SURVEY: A. Title Policv• (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by any underwriter of the title company in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements: )2i (a) will not be amended or deleted from the title policy. ❑ (b) will be amended to read "shortages in areas" at the expense of LJ Buyer ❑ Seller. (3) Within 5 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. B. Survey: Within 12 days after the effective date: (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. Seller will reimburse Buyer o.00 (insert amount) of the cost of the survey at closing, if closing occurs. ❑ (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. ❑ (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey. If the existing survey is not acceptable to the title company, Seller, at Seller's expense, will obtain a new or updated survey acceptable to the title company and deliver the acceptable survey to Buyer and the title company within 20 days after Seller receives notice that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 20 days if necessary for Seller to deliver an acceptable survey within the time required. Buyer will reimburse Seller NIA (insert amount) of the cost of the new or updated survey at closing, if closing occurs. C. Buyer's Objections to the Commitment and Survey: (1) Within 15 days after Buyer receives the commitment, copies of the documents evidencing the title exceptions, and any required survey, Buyer may object in writing to matters disclosed in the items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or "V" zone as defined by FEMA). If Paragraph 6B(1) applies, (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer (rp► , , C Page 3 of 13 Computer generated using AutoContract 7 from AuloReally, LLC. 1060 W Pipeline, Suite 101, Hurst, TX 76053, (B00) 322-1178 City of CC - Parklane - Ayala-022916,axm Printed 242:30 PM 3/6/2016 Commercial Contract - Unimproved Property concerning 4600 Arlene D r.,CC TX Parklane Park Buyer is deemed to receive the survey on the earlier of: (i) the date of Buyer's actual receipt of the survey; or (ii) of the deadline specified in Paragraph 6B. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer. (3) Buyer's failure to timely object or terminate under this Paragraph 6C is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before closing: None. Buyer accepts the property in its AS IS WHERE IS condition with any and all faults. See Exhibit B. B. Feasibility Period: Buyer may terminate this contract for any reason within 30 days after the effective date (feasibility period) by providing Seller written notice of termination. (Check only one box.) (1) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer less $ 300.00 that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title company. The independent consideration is to be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(1) or if Buyer fails to deposit the earnest money, Buyer will not have the right to terminate under this Paragraph 7B. ❑ (2) Not later than 3 days after the effective date, Buyer must pay Seller $ N/A as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(2) or if Buyer fails to pay the independent consideration, Buyer will not have the right to terminate under this Paragraph 7B. C. Inspections, Studies, or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer AYp,, g_. C__ Computer generated using AuloConlfacl 7 "" from AutoReally, LLC, 1060 W Pipeline, Swle 101, Hurst, Tx 76053, (B00)322-1178 Page 4 of 13 City of CC - Parklane - Ayala - 022916 am Printed 242'31 PM 3/6/2016 Commercial Contract - Unimproved Property concerning 4600 Arlene Dr., CC T X Parklane Park (3) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract. D. Property Information: (1) Delivery of Property Information: Within 10 days after the effective date, Seller will deliver to Buyer: (Check all that apply.) ❑ ( seiaies et all se4=Ke44 teases peKtai44i4443 to 4reperty, +4asf1 li4ag any 4 1A4ditications, swiaplemegts, OK-a14=181=431R443441& 4e 44=I$1ea&e6 ; ❑ (-b4 seiaies-et all notes ap44 4Aede et 444et age -444 444e -repecty 4t4a4 $uyo -vitt asewea43 BK4hat• �elteK Witt not-+n-#etl-&P-eF tbe#ere cloc+4ag; ❑ (-s.} sepias of all iarevieus-elauixGR:14e4=14a1 assessme43ts eete4 +eat xepo#sT st4Ad+esT-eK anal see made -ala 44 -fel 4e tiae er-ty; ❑ (A) eepiee 14Fepe Fty tax stateee44te tef t ine P rope Fty-ter- ttae eFevi ee eateadaf• yeaFe ; f (e) plats of the Property; ❑ (#) copies of e4FFeat 441+14ty eapeeity tetters fr-em #I e. laFep.ety'e water 41a4 -sew •seFvu+se pFev+deF; a444 121 (g) if any of the above is in Seller's possession or control. (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check all that apply.) ❑ (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in other than an electronic format and all copies that Buyer made of those items; (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered to Buyer or Buyer copied; and )61 (c) deliver copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract. After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. 8. LEASES: A. Each written lease Seller is to assign to Buyer under this contract must be in full force and effect according to its terms. Seller may not enter into any new lease, fail to comply with any existing lease, or make any amendment or modification to any existing lease without Buyer's written consent. Seller must disclose, in writing, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently occur before closing: (1) any failure by Seller to comply with Seller's obligations under the leases; (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any advance sums paid by a tenant under any lease; (4) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease; and (TAR -1802) 1-1-16 Initialed for Identification by Seller Computer generated using AuloContract 7 '", from AutoReally, LLC, 1060 W Pipeline, Suite 101, Hurst, TX 76053, (B00) 322-1178 and Buyer _Qp_ R. Page 5 of 13 City of CC - Parklane -Ayala-022516.asm Printed 2'42 31 PM 3/6/2016 Commercial Contract - Unimproved Property concerning 4600 Arlene Dr., CC TX Parklane Park (5) any amounts payable under the leases that have been assigned or encumbered, except as security for loan(s) assumed or taken subject to under this contract. €stegpal-Ger444-eater:- i#-fa+p days-aftet-lae-s#octive-oats,&etleKwilldeti e.4e e esteppsl Ge44+sates signed -eat aarlie.4faaR _ _ 1y each 4e4aa44 4 -hat teases spew #-lae Proper-ty-T-laa-es e14pel-se-Kt44-eate t-+esl e•4e-serf+t+eat+e►s--eeetaieed-tp-#4esNBeet-yer-se l of TAPS Fera 493& Gom e€+al TeeaRt- Esteppel Ccr i-fieate-ate ae add4:444eRal 4- er-Iilatioe rcqueste4 by a- ffa+r-d par4y4onder pr ieg #inane++ ae4:4ef-Raragr k+ 4 +4 -t-be -Ia+Kd paf4y tamer rcquecto e a44444enal +p 444aaation at Least- 4 days i4rieK-4e-41e oarkiest date -that .etleF e}ay €Live+ #tae signed aste14jae4 60444 -Gates. 9. BROKERS: A. The brokers to this sale are: Principal Broker: The Clower Company Cooperating Broker: ATC Metro Properties Agent:George B. Clower Agent:Al Ayala Address: P.O. Box 2525 Address:5034 Holly Road_ Corpus Christi, Texas 78403 Corpus Christi, Texas 78411 Phone & Fax: 361-880-4111 E-mail: g bclower@aol.com License No.:428055 361-880-4118 Phone & Fax:361-994-9393 Principal Broker: (Check only one box) represents Seller only. ❑ represents Buyer only. ❑ is an intermediary between Seller and Buyer. E-mail: alayalahomes u@gmai I.com _ License No.:9000777 Cooperating Broker represents Buyer. B. Fees: (Check only (1) or (2) below.) (Complete the Agreement Between Brokers on page 13 only if (1) is selected.) )621 (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. ❑ (2) At the closing of this sale, Seller will pay: Principal Broker a total cash fee of: ❑ N/A % of the sales price. ❑ N/A Cooperating Broker a total cash fee of: ❑ N/A % of the sales price. ❑ N/A The cash fees will be paid in Nueces County, Texas. Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Page 6 of 13 Computer generated using AuloConlract 7 "^, from AutoReally, LLC, 1060 W Pipe4 ne, Stole 101, Flursl, TX 76053, (800) 322-1178 City of CC - Parklane -Ayala -022916 axm Printed 2 42 32 PM 3/6/2016 Commercial Contract - Unimproved Property concerning 4 60 OArI eie D r, CC TX Parklane Park 10. CLOSING: A. The date of the closing of the sale (closing date) will be on or before the later of: (1) fifteen (15)_ days after the expiration of the feasibility period. ❑ N/A (specific date). ❑ NIA (2) 7 days after objections made under Paragraph 6C have been cured or waived. B. If either party ails to close by the closing date, the non -defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver, at Seller's expense, a ❑ general special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller, at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) an assignment of all leases to or on the Property; (3) to the extent assignable, an assignment to Buyer of any licenses and permits related to the Property; (4) evidence that the person executing this contract is legally capable and authorized to bind Seller; (5) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the title company to: (i) withhold from Seller's proceeds an amount sufficient to comply applicable tax law; and (ii) deliver the amount to the Internal Revenue Service (IRS) together with appropriate tax forms; and (6) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and issuance of the title policy, all of which must be completed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; (3) sign and send to each tenant in a lease for any part of the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then in effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord -tenant at sufferance relationship between the parties. (TAR -1802) 1-1-16 Initialed for Identification by Seller Computer generated using AutoConlract 7 '", from Auto Really, LLC, 1060 W Pipeline, Suite 101, Hurst. TX 76053, (800) 322-1178 and Buyer kA FZ• L Page 7 of 13 City of CC - Parklane - Ayala - 022916.axm Printed 2-42 32 PM 3/6/2016 Commercial Contract - Unimproved Property concerning 4 60 0 dl erD r.4 C TX Parklane Park 12. SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract. (If special provisions are contained in an Addendum, identify the Addendum here and reference the Addendum in Paragraph 22D.) See attached Addendum to Commercial Contract attached hereto. 13. SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; (2) preparation of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; (6) other expenses that Buyer will pay under other provisions of this contract. 14. PRORATIONS: A. Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: If Seller's use or change in use of the Property before closing results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of the Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 14C survives closing. Q (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer __Nk. Z. C-- Page 8 of 13 Computer generated using AutoContrant 7 '", fro m AuloReally, LLC, 1060 W Pipeline, Suite 101, (forst, TX 76053, (800) 322-1178 Clly of CC - Parklane- Ayala - 022916.axm Printed 2:42.32 PM 3/6/2016 Commercial Contract - Unimproved Property concerning 4600 Arlene Dr., CC TX Parklane Park 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller, as Seller's sole remedy(ies), may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure except for any damages resulting from Buyer's inspections, studies or assessments in accordance with Paragraph 7C(3) which Seller may pursue, or (Check if applicable) ❑ enforce specific performance, or seek such other relief as may be provided by law. B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; - (-2} $q#eres spaGific-peaax444a14Q,e; seeks a .e-tia# as may be pr-euida(4 by 1wuw, tae b. 16. CONDEMNATION: If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: A. terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration paid under Paragraph 7B(1), will be refunded to Buyer; or B. appear and defend in the condemnation proceedings and any award will, at Buyer's election, belong to: (1) Seller and the sales price will be reduced by the same amount; or (2) Buyer and the sales price will not be reduced. 17. ATTORNEY'S FEES: If Buyer, Seller, any broker, or the title company is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non -prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money, the title company will give notice of the demand by providing to the other party a copy of the demand. If the title company does not receive written objection to the demand from the other party within 15 days after the date the title company sent the demand to the other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18, each party hereby releases the title company from all claims related to the disbursal of the earnest money. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer _ iqb, C- Page 9 of 13 Computer generated using AuloConlract 7 '", from Auto Really, LLC. 1060 W Pipe One, Suite 101, Hurst, D< 76053, (BDO) 322-1170 Cily of CC - Parklane - Ayala - 022916.axm Pnned 2:42'33 PM 3/6/2016 Commercial Contract Unimproved Property concerning 4600 Arlene Dr., CC TX Parklane Park E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to the title company are effective upon receipt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for: (i) damages; (ii) the earnest money; (iii) reasonable attorney's fees; and (iv) all costs of suit. G. ❑ Seller ❑ Buyer intend(s) to complete this transaction as a part of an exchange of like -kind properties in accordance with Section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contemplated exchange will be paid by the exchanging party. The other party will not incur any expense or liability with respect to the exchange. The parties agree to cooperate fully and in good faith to arrange and consummate the exchange so as to comply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Code. The other provisions of this contract will not be affected in the event the contemplated exchange fails to occur. 14. MATER1A.6 FACTS 4-e -the test of Setteest-k+iewledgeaptdetiet�{Giieefr-efrly eee e06.-} ❑ 4. SAlllex is aware 9# an material detests -to -44a -P-rdisierty except as stated +p e atla ed-Ce+:+mersial P•Fepe#y-Gend+#+ef►dtatereel#(-TAR-44Q ❑ B--*eept as etherwicc tided +pthis-eentract, Bette +s-net-awtare-ef: f#} an-y-su bsurface : structures, Bits, ate, springs, ef•-im}pre-vernents; (2) ae-pendi g eF -t-hfeatened titigatieR, ee+ideehfiat+efr, of osccsstnent affecting the-t+repeFty; 0} aR eR i-r-ehmental hazards ef-senditie,r►s —that --material a##eet tho P- e4 (1) whether -the lareper-ty is -en -has deep used #ef -the sterage et dicpesal of hazardeuc matcfiels er #e is waste, a -414h419 site -e -F laf►d#4i, sr eR underground -tanks -ef senta44 efs ; (-6} - whettaef raden, asbestos eentaining +aaatefials, urca ternaafdel�+yde -team insulatieR, +ead lased isa+ 4—tcxie+we#d fte the extent -that it -ad ersely-affeets-he-teal-th of erdieary eecupan#s}, e ether pelf -Wants eF eef►tapa4 4s-ef-any-nature +dew cxict eF eve eiE stet pe 4-1=i8 #2Fepe{ tyi (6) aR wetlands; as de#+Red a#ederel eF-state 48W -8F rcgEitatieR; en -the-PFeiser#y (7) aR 4k+ eafened $F eRdaRgefed spocios .G 4R8if-41a144at $R tho P- eper-fy; (-8} en presef►t eF past infestation of weed destroying in ;sets in -he t epeFty's•+FnpFovoments; (-93—an y ee+itemplated +eatefial elaaRl4es--te .the-42-Feeer-ty of sR Fetfndi+�g arca -that week]. fhatefialiy and detrimentally affeet -t-he erdina-Fy t►se of alae Peer y; (1 ani conditief►. n the Peieer= -that Metates any -law srd+nanse. f9ese>ri3eaRy-e eepfterrs-fie (1) ¢4$}i,A Paragraph efeR addendum.) 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand -delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. ❑ A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. ❑ B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22. AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. This contract is to be construed in accordance with the laws of the State of Texas. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer QQ .- , _ R • r.. Page 10 of 13 Computer generated using AuloContract 7 '", from Auto Realty, LLC, 1060 W Pipe Bre Suite 101, Hurst, TX 76053, (000) 322-1178 City of CC - Parklane - Ayala - 022916 axm Printed 2,12 33 PM 3/6/2016 Commercial Contract - Unimproved Property concerning 4600 Arlene Dr., CC TX Parklane Park If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. D. Addenda which are part of this contract are: (Check all that apply.) • (1) Property Description Exhibit identified in Paragraph 2; ❑ (2) 4emmorcial -Gegtract t=iriansigg endum-fI AR -4-934}; ❑ (-3-} 6e erete+ P roue ffy Con-d+tie1r- atefer Aft 4408); ❑ (-4+ Q,emmercial 4ex4tr,1s4-Addeedu #aK�pesial-Provisis+-4s-4€444414); ❑ (5) N44tico #a RFs#asef e# Roal Prope44+r4 a Watef f3ist ist-+MUD}. ❑ (g-) madam for -Geastat Area Propo4y (4=A44 4944); ❑ (7) Adde1444 fefgaper 1e atedeeawa,de#4.14 41,14 IntracoastalWatefway TAR 1016); • (8) Information About Brokerage Services (TAR -2501); and • (9) See Attached Addendum to Contract and Exhibit B. (Note: Counsel for the Texas Association of REALTORS® (TAR) has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission (TREC) or published by TAR are appropriate for use with this form.) E. Buyer may ❑ may not assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all obligations and liability of Buyer under this contract. 23. TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract after all parties execute this contract. 25. ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property." The real property is described in Paragraph 2 of this contract. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer k1_ . «. C • Page 11 of 13 Computer generated using AuloConlracl 7 '", from AuloRealty, LLC, 1060 W Pipeline Suite 101, Hurst, TX 76053, (600) 322-1176 City of CC - Parklane -Ayala - 022916 axm Prated 2 42 34 PM 3/0/2016 Commercial Contract - Unimproved Property concerning 4600 Arlene Dr., CC TX Parkl an e Pak D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135 of the Texas Natural Resources Code requires a notice regarding coastal area property to be included as part of this contract. E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract. F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra -territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the credit worthiness of the parties. H. NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water, including a reservoir or lake, constructed and maintained under Chapter 11, Water Code, that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating level, Seller hereby notifies Buyer: "The water level of the impoundment of water adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored in the impoundment; or (2) drought or flood conditions." 26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on , the offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Seller: City of Corpus Christi, a Texas municipal corporation Buyer: Albert Ayala & Roberto Cardenas By:_ By: A.4k --f P: By (signature): By (signature) Printed Name: Printed Name: Title: Title: c". By: By: By (signature): Printed Name: Title: (TAR -1802) 1-1-16 Computer generated us mg AuloContracl 7 from AuIoReally, LLC, 1060 W Pipeline, Suite 101, Hurst, I) 76053, (600) 322-1178 By (signature): Printed Name: 42....D At (D12_4O cut Title: C — 6ct\ed Page 12 of 13 City of CC - Parklane - Ayala - 022916.axm Parted 2,42.34 PM 3/6/2016 Commercial Contract - Unimproved Property concerning AGREEMENT BETWEEN BROKERS (use only if Paragraph 9B(1) is effective) Principal Broker agrees to pay ATC Metro Properties (Cooperating Broker) a fee when the Principal Broker's fee is received. The fee to be paid to Cooperating Broker will be: ❑ $ . or 2.25 % of the sales price, or ❑ % of the Principal Broker's fee. The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal Broker: The Clower Company c/o George B - Cooperating Broker: ATC Metro Properties c/o Al Ayala Clower By: By: Seller's attorney: Address: ATTORNEYS Phone & Fax: E-mail: Seller's attorney requests copies of documents, notices, and other information: ❑ the title company sends to Seller. ❑ Buyer sends to Seller. Buyer's attorney: Address: Phone & Fax: E -mail - Buyer's attorney requests copies of documents, notices, and other information: ❑ the title company sends to Buyer. ❑ Seller sends to Buyer. ESCROW RECEIPT The title company acknowledges receipt of: ❑ A. the contract on this day ❑ B. earnest money in the amount of $ 1,000.00 in the form of Title company: Bay Area Title Services (effective date); on Address: 5926 S. Staples St., Corpus Christi, Texas 78413 By: Phone & Fax: Assigned file number (GF#): E-mail: (TAR -1802) 1-1-16 Computer generated using AutoConlract 7 '", from AuioReally, LLC, 1060 W Pipeline, Suite 101, Hunt, TX 76053, (800) 322-1176 Page 13 of 13 City or CC - Parklane -Ayala - 022016.asm Printed 24234 PM 3/6/2016 ADDENDUM to COMMERCIAL CONTRACT - UNIMPROVED PROPERTY between THE CITY OF CORPUS CHRISTI ("SELLER") and ALBERT AYALA & ROBERT CARDENAS ("BUYER") 1. This contract is contingent upon final approval from the Corpus Christi City Council. 2. Buyer acknowledges that the subject property is being sold in its AS IS WHERE IS condition with any and all faults per the addendum attached hereto as Exhibit B. 3. Buyer, at Buyer's sole expense, shall be responsible for any and all platting and/or zoning application fees and any associated expenses related to platting or rezoning the said property. 4. If due to factors beyond Seller's control, the commitment and/or the exception documents are not delivered within the time required, either party may terminate this contract and the earnest money be refunded to Buyer, as its sole remedy. 5. Buyer, at Buyer's sole expense during the Feasibility Period will verify with the City of Corpus Christi — Development Services that Buyer's intended use is permitted in the current zoning district of the said property. 6. In regards to Paragraph 17 —ATTORNEY FEES: the last sentence shall be modified to read as followed: "This Paragraph 17 survives termination of this contract, however, the Seller shall not be liable for any such attorney's fees." Seller's Initial's , I3uycr's Initial's AA1 `` • EXHIBIT A Parklane Park — 4600 Arlene Dr. Corpus Christi, Texas t. I 7 I ' 13 !1 A 3 a 19 14 !7 7 Aft 7 Gfr 3 Margo Plaza Park Area, Block 5 (NCAD Tax ID #4778-0005-0100) & Parklane 2 Park 1.209 Exempt (NCAD Tax ID #6431-0006-0080) , Corpus Christi, Nueces County, Texas 0 2` THE GLOWER CO. Realtors Commercial & Industrial Brokerage P U. Box 2525 Corpus CIiristi, Texas 78403-2525 [3611880-4111 office M r Bei _ aay 1. G w 7 : a f t 10 it '' r k4. ?r, 4: _ _mow' "fir ft44 � �- - Margo Plaza Park Area, Block 5 (NCAD Tax ID #4778-0005-0100) & Parklane 2 Park 1.209 Exempt (NCAD Tax ID #6431-0006-0080) , Corpus Christi, Nueces County, Texas 0 2` THE GLOWER CO. Realtors Commercial & Industrial Brokerage P U. Box 2525 Corpus CIiristi, Texas 78403-2525 [3611880-4111 office EXHIBIT "B" "AS -IS" PURCHASE (A) BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY "AS -IS" "WHERE -IS" AND "WITH ALL FAULTS" WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM, OR ON BEHALF OF, SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL IMPLIED WARRANTIES CONCERNING THE CONDITION OF THE PROPERTY AND ANY PORTIONS THEREOF, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL CONDITIONS, PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS, AND ALSO THE IMPLIED WARRANTIES OF IIABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. (B) BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED, AND WILL NOT RELY, UPON ANY REPRESENTATIONS OR WARRANTIES (ORAL OR WRITTEN) MADE BY OR PURPORTEDLY MADE ON BEHALF OF SELLER, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY SET FORTH 1N THIS AGREEMENT. (C) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, BUYER AGREES THAT NO REPRESENTATION BY OR ON BEHALF OF SELLER OR THE SELLER'S AGENTS HAVE BEEN MADE TO BUYER AS TO THE CONDITION OF THE PROPERTY, ANY RESTRICTIONS RELATED TO T1IE DEVELOPMENT OF THE PROPERTY, THE APPLICABILITY OF OR COMPLIANCE WITI I ANY GOVERNMENTAL REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL LAWS, OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. Seller's Initial's , Buyer's Initial's AL. R..0 . Co 4.0 TEXAS ASSOCIATION OF REALTORS COMMERCIAL CONTRACT - UNIMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS® IS NOT AUTHORIZED, CTaxas AssocialIon of REALTORS®, Inc. 2016 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: City of Corpus Christi, a Texas municipal corporation Address: 1201 Leopard St. Corpus Christi, Texas 78401 Phone: E-mail: Fax: Other: Buyer: 4625 No. 3, Ltd., a Texas limited partnership Address: 6115 Owens St., #204 Dallas, Texas 75235 Phone: 91-1-1,04- 6'h E-mail: chase@sparkleam.com Fax: Other: 2. PROPERTY: A. "Property" means that real property situated in Nueces County, Texas at 1750 Paul Jones Rd., CC TX Peary Park and that is legally described on the attached Exhibit or as follows: (address) A tract of land located at 1750 Paul Jones Road known as Peary Park being legally described Peary Place Unit 1, Corpus Christi, Nueces County, Texas with any and all improvements contained thereon. See Exhibit "A" attached hereto. B. Seller will sell and convey the Property together with: (1) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest -in, utilities, adjacent streets, alleys, strips, gores, and rights of wa (2) Seller's interest in all leases, rents, and security deposits for all or part of the Property; and (3) Seller's interest in all licenses and permits related to the Property. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (If mineral rights are to be reserved an appropriate addendum should be attached.) 3. SALES PRICE: A. At or before closing, Buyer will pay the following sales price for the Property: (1) Cash portion payable by Buyer at closing $ 36,000.00 (2) Sum of all financing described in Paragraph 4 $ 0.00 (3) Sales price (sum of 3A(1) and 3A(2)) $ (TAR -1802) 1-1-16 Initialed for identification by Seller _ 36,000.00 and Buyer G1^- , Page 1 of 13 Med using PYI9Contfae1 7 ". from AutORealty, LLC, 1060 W. Pipeline, Suite 141. t-Ilrot. TX 76953. {909} 322-1178 C f CC - PerWene City o Ayala - 922916.axni P4nted 9:28:50 PM 4/1!2911 Commercial Contract - Unimproved Property concerning 1750 Paul Jones Rd., CC TX Peary Park B. Adjustment to Sales Price: (Check (1) or (2) only.) (1) The sales price will not be adjusted based on a survey. U (2) The sales price will be adjusted based on the latest survey obtained under Paragraph 6B. (a) The sales price is calculated on the basis of $ ❑ (i) square foot of 0 total area D net area. O (11) acre of ❑ total area 0 net area. NIA per: (b) "Total area" means all land area within the perimeter boundaries of the Property. "Net area" means total area less any area of the Property within: ❑ (i) public roadways; O (n) rights-of-way and easements other than those that directly provide utility services to the Property; and ❑ (iii) N/A (c) If the sales price is adjusted by more than NI/A% of the stated sales price, either party may terminate this contract by providing written notice to the other party within NJA days after the terminating party receives the survey. If neither party terminates this contract or if the variance is less than the stated percentage, the adjustment to the sales price will be made to the cash portion of the sales price payable by Buyer. 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3A(2) as follows: A. Third Party Financing: One or more third party loans in the total amount of $ . This contract: ❑ (1) is not contingent upon Buyer obtaining third party financing. © (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Commercial Contract Financing Addendum (TAR -1931), O B. Assumption: In accordance with the attached Commercial Contract Financing Addendum (TAR -1931), Buyer will assume the existing promissory note secured by the Property, which balance at dosing will be $ _ NIA ❑ C. Seller Financing: The delivery of a promissory note and deed of trust to Seller under the terms of the attached Commercial Contract Financing Addendum (TAR -1931) in the amount of $ NIA. 5. EARNEST MONEY: A. Not later than 3 days after the effective date, Buyer must deposit $ 500,00 as earnest money with Bay Area Title Services (title company) at 5926 5. Staples St., Corpus Christi, Texas 78413(address) Julie Jensen (closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. B. Buyer will deposit an additional amount of $ 0.00 with the title company to be made part of the earnest money on or before: ❑ (i) NIA days after Buyer's right to terminate under Paragraph 7B expires; or O (ii) NIA Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. (TAR -1802) 1-1-16 Initiated For Identification by Seller Con -Deter generated tieing MdvCordracr 7 i', tram MmoReaKy. LLC, 1960 W PipeVng, Sulfa 181. Mist, TX 76053, j800j 322.1178 and Buyer Page 2 of 13 City o[CC - Panne igryJi - 022916.asrr1 Printed: 9-2E:50 PM 3?1/2816 Commercial Contract - Unimproved Property concerning 1750 Paul Jones Rd., CC TX Peary Park C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY AND SURVEY: A. Title Policy: (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by any underwriter of the title company in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements: (a) will not be amended or deleted from the title policy. ❑ (b) will be amended to read "shortages in areas" at the expense of ❑ Buyer D Seller. (3) Within 5 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. B. Survey: Within 15 days after the effective date: (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category IA survey under the appropriate condition. Seller will reimburse Buyer 0.00 (insert amount) of the cost of the survey at closing, if closing occurs. ❑ (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTA/ACSM Land Title Survey standards, or (11) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. ❑ (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey. If the existing survey is not acceptable to the title company, Seller, at Seller=s expense, will obtain a new or updated survey acceptable to the title company and deliver the acceptable survey to Buyer and the title company within 20 days after Seller receives notice that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 20 days if necessary for Seller to deliver an acceptable survey within the time required. Buyer will reimburse Seller NJA (insert amount) of the cost of the new or updated survey at closing, if closing occurs. C. Buyers Obiections to the Commitment and Survey: (1) Within 15 days after Buyer receives the commitment, copies of the documents evidencing the title exceptions, and any required survey, Buyer may object in writing to matters disclosed in the items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or "V" zone as defined by FEMA). If Paragraph 6B(1) applies, (TAR -1802) 1-1-16 Initialed for Identification by Seller Camtu ler genera,ed using AutoConEr act 7 ^', from P1m0Re0lty- LLC, 1040 W. P &1r e, Sulo 171, Wxoi. 13176053.600)322-171 and Buyer CA-- Page 3 of 13 City of CC - Parklane - Ayala - 022614sxrrl Printed: 9:28:51 PM 3/112016 Commercial Contract - Unimproved Property concerning 1750 Paul Jones Rd,, CC TX Peary Park Buyer is deemed to receive the survey on the earlier of: (i) the date of Buyer's actual receipt of the survey; or (ii) of the deadline specified in Paragraph 6B. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 78(1), will be refunded to Buyer. Buyer's failure to timely object or terminate under this Paragraph 6C is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. (3) 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before dosing: None. Buyer accepts the property in its AS IS WHERE IS condition with any and all faults. See Exhibit B. 8, Feasibility Period: Buyer may terminate this contract for any reason within 30 days after the effective date (feasibility period) by providing Seller written notice of termination. (Check only one box.) (i) if Buyer terminates under this Paragraph 78, the earnest money will be refunded to Buyer Tess 300.00 that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title company. The independent consideration is to be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(1) or if Buyer fails to deposit the earnest money, Buyer will not have the right to terminate under this Paragraph 7B. Q (2) Not later than 3 days after the effective date, Buyer must pay Seller $ N/A as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 76, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon dosing of the sale. If no dollar amount is stated in this Paragraph 7B(2) or if Buver fails to pay the independent consideration, Buver will not have the richt to terminate under this Paragraph 7B. C. Inspections, Studies, or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (TAR -1802) 1-1-16 Initialed for Identification by Seller Conpltet generated using AutoCnntratt 7 ti, ham AuI Ready. LLC, 1060 W, Pipeline. Suite 101 Hunt, T% 76653, Cam 322.1178 and Buyer G— Page 4 of 13 C118 of CC - Parklana - Ayala - 222918. axmi Prinle8: 8:28:51 PM 311/2016 Commercial Contract - Unimproved Property concerning 1750 Paul Jones Rd., CC TX Peary Park (3) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract. D. Property Information: (1) Delivery of Property Information: Within 10 days after the effective date, Seller will deliver to Buyer: (Check all that apply.) D (a) copioc of all current loacoc portaining to the Proporty, including any modifications, supploments, or amondmontc to tho leasee; ❑ (b) copies of all natos and deeds of trust against tho Property that Buyer will assume or that Seller will not pay in full on or before closing: _e madam on or relating to the Proporty; ___arwr _ a±_ _ • (e) plats of the Property; ❑ (f) copies of curront utility capacity letters from the Property's water and sowor corvico provider; ap+el i (g) if any of the above is in Seller's possession orcontrol. (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check all that apply.) ❑ (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in other than an electronic format and ail copies that Buyer made of those items: (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered to Buyer or Buyer copied; and • (c) deliver copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract. After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. 8. LEASES: A. Each written lease Seller is to assign to Buyer under this contract must be in full force and effect according to its terms. Seller may not enter into any new lease, fail to comply with any existing lease, or make any amendment or modification to any existing lease without Buyer's written consent. Seller must disclose, in writing, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently occur before closing: (1) any failure by Seller to comply with Seller's obligations under the leases: (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets or damages: (3) any advance sums paid by a tenant under any lease; (4) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease: and (TAR -1502) 1-1-16 Initialed for Identification by Seller , _ and Buyer Page 5 of 13 CorrpWer generated using °Contract 7 'Y. hut 1 ealry. LLC. 1760 W Pyxline. Suite 10l. Host. TX 76053. 70001 122-1176 Cay ad CC - Perk6ane - Ayala - 022916.a><i*1' Prlrrted. 926.51 PAP 311/2016 Commercial Contract - Unimproved Property concerning 1750 Paul Jones Rd., CC TX Peary Park (5) any amounts payable under the leases that have been assigned or encumbered, except as security for loan(s) assumed or taken subject to under this contract. B. Estoppel Cortificates: Within - days aftor tho offectiva , Sailor will delivar to Buyor ostoppel certificates signod not oarlior than by oach tonant that loacoc cpaco by a third party lander providing financing under Paragraph 4 if the third party lender roqucote such additional information at loact 10 days prior to tho carlioct dato that Sailor may dolivor tho cigl od ostoppol cortificatgs, 9. BROKERS: A. The brokers to this sale are: Principal Broker:The Clower Company Cooperating Broker: ATC Metro Properties Agent:George B. Clower Agent:AI Ayala Address: P•©• Box 2525 Address:5034 Holly Road Corpus Christi, Texas 78403 Corpus Christi, Texas 78411 Phone & Fax:361-880-4111 361-880-4118 Phone & Fax:361-994-9393 E-mail: austin@allenreadvi E-mail: alayalahornes@gmail.com License No.:428055 License No. :9000777 Principal Broker: (Check only one box) Cooperating Broker represents Buyer. represents Seller only. La represents Buyer only, D is an intermediary between Seller and Buyer. B. Fees: (Check only (1) or (2) below.) (Complete the Agreement Between Brokers on page 13 only if (1) is selected.) (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. (2) At the closing of this sale, Seller will pay: Principal Broker a total cash fee of: j N/A % of the sales price. ❑ N/A Cooperating Broker a total cash fee of: ❑ NIA % of the sales price. . ❑ NIA The cash fees will be paid in Nueces County, Texas. Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer at Page 6 of 13 Computer generated using AutoCpr tract 7 "' kom P stoReatty LLC, 1064 1N Proe}ne. Suite 14*, Hurst. TX 76653, 18601 322 ' 170 City of CC - Parida ne - Ayala • 622616 aliM Printed: 9:20:52 Ph1 3111291 Commercial Contract - Unimproved Property concerning 1750 Paul Jones Rd., CC TX Peary Park. 10. CLOSING: A. The date of the closing of the sale (closing date) will be on or before the later of: (1) fifteen (15) days after the expiration of the feasibility period. ❑ NIA (specific date). ❑ NIA (2) 7 days after objections made under Paragraph 6C have been cured or waived. B. If either party #ails to close by the closing date, the non -defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver, at Seller's expense, a ❑ general special warranty deed. The deed must include a vendor's hen if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller, at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) an assignment of all leases to or on the Property; (3) to the extent assignable, an assignment to Buyer of any licenses and permits related to the Property; (4) evidence that the person executing this contract is legally capable and authorized to bind Seller; (5) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the title company to: (i) withhold from Seller's proceeds an amount sufficient to comply applicable tax law; and (ii) deliver the amount to the Internal Revenue Service (IRS) together with appropriate tax forms; and (6) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and issuance of the title policy, all of which must be completed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; (3) sign and send to each tenant in a lease for any part of the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then in effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord -tenant at sufferance relationship between the parties. (TAR -1802) 1-1-16 Initialed for Identification by Beller and Buyer Page 7 of 13 Computer generated using APeContrect 7 ". Som AutoReafly. LLC. 1060 W. Pipefne. Suite 10i. Hurst, TX 76053. 0001322-1170 City of CC . ParMine - Ayeia 022916.aarri Pi,0ed: 9076:53 PM 3!107016 Commercial Contract - Unimproved Property concerning 1754 Paul Janes Rd., CC TX Peary Park 12. SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract. (If special provisions are contained in an Addendum, identify the Addendum here and reference the Addendum in Paragraph 22D.) See attached Addendum to Commercial Contract attached hereto. 13. SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; (2) preparation of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; (6) other expenses that Buyer will pay under other provisions of this contract. 14. PRORATIONS: A. Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (2) If the amount of ad valorem taxes for tree year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: If Seller's use or change in use of the Property before closing results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of the Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C. Rent and Security Deposits: At closing„ Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 14C survives closing. (TAR -1802) 1-1-16 initialed for Identification by Seller and Buyer CA , Page 8 of 13 Computer geOereted using AutoContrect 7 "', from iWaFiealty. LLC, 1080 W. Plpekne, Stets 101 _ F6na1. TX 76053. j800# 722-1178 Clly a! CC - Parklane - Ayala 82291fi.am1 P'Meb: 6:28.53 PM 3f14016 Commercial Contract - Unimproved Property concerning 1750 Paul Jones Rd., CC TX Peary Park 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller, as Seller's sole remedy(ies), may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure except for any damages resulting from Buyer's inspections, studies or assessments in accordance with Paragraph 7C(3) which Seller may pursue, or (Check if applicable) ❑ enforce specific performance, or seek such other relief as may be provided by law. B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; of- 16. CONDEMNATION: If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: A. terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration paid under Paragraph 7B(1), will be refunded to Buyer; or B. appear and defend in the condemnation proceedings and any award will, at Buyer's election, belong to; (1) Seller and the sales price will be reduced by the same amount; or (2) Buyer and the sales price will not be reduced. 17. ATTORNEY'S FEES: if Buyer, Seller, any broker, or the title company is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non -prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money, the title company will give notice of the demand by providing to the other party a copy of the demand. If the title company does not receive written objection to the demand from the other party within 15 days after the date the title company sent the demand to the other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18, each party hereby releases the title company from all claims related to the disbursal of the earnest money. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Page 9 of 13 Computer generalea ming PutuCerdract 7 from AutoReaily. LLC, 1066 W. PimokrM, Suile 101. Hurt. TX 76057, (000) 7281170 City or CC - Parklane • Ayala 022016-aorr Printer!: 9:29:53 PM 711!2016 Commercial Contract - Unimproved Property concerning 1750 Paul Jones Rd.. CC TX Peary Park E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to the title company are effective upon receipt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for: (1) damages; (ii) the earnest money; (iii) reasonable attorney's fees; and (iv) all costs of suit. G. ❑ Seller J Buyer intend(s) to complete this transaction as a part of an exchange of like -kind properties in accordance with Section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contemplated exchange will be paid by the exchanging party. The other party will not incur any expense or liability with respect to the exchange. The parties agree to cooperate fully and in good faith to arrange and consummate the exchange so as to comply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Code. The other provisions of this contract will not be affected in the event the contemplated exchange fails to occur. 19. RAATERIAL. FACTS: To the best of Seller's knowledge and belief_ (Check only -one box.) V Property Condition Statement (TAR 1408). ❑ B. Except as otherwise provided in this contract, Seller is rot aware of: (1) any subsurface: str-ucturcv, pits, waste, springs, or improvcmcnto; (2) any pending or threatened litigation, condemnation. er asocosmcnt affecting the Property; (3) any environmental hazards or eonditionc-that materially affect the Property: (5) whether radon, asbestos containing materials, uroo formaldehyde foam insulation, laid bacoei paint, toxic mold (to the extent that It adversely affects the wealth of ordinary occupants), or other pollutants or contaminants of any nature naw cxict or ever existed on the Property; any wetlands, as defined by federal or state law or regulation. on the Property; any threatened or endangered epodes or their habitat on tho Property: any present or past infestation of wood destroying insects in tho Pfoporty'c improvements; any contemplated material changes to the Property or surrounding area that would materially and detrimentally affect the ordinary uco of the Property; any condition on the Property that violatoc any law or ar 1. n . (Dc.acribc any exceptions to (1) (1.0) in Paragraph 12 or an addendum.) 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand -delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. ❑ A. Seiler also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22. AGREEMENT OF THE PARTIES: A. This contract is binding on the parties. their heirs, executors, representatives. successors, and permitted assigns. This contract is to be construed in accordance with the laws of the State of Texas. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer 'rte Page 10 of 13 Computer generated using Pana Conhact 7 ". Rum PadoRearry. LLC. 1 on W. Pipebne. S,, a 101. Hurst. r% 76053, ROM a22-1178 CO of CC • Parklane - Aysia • 622916.exa1 Printed: 928:53 PM 3/1f20%6 Commercial Contract - Unimproved Property concerning 1750 Paul Jones Rd., CC TX Peary Park If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. D. Addenda which are part of this contract are: (Check all that apply.) U (1) Property Description Exhibit identified in Paragraph 2; • (2) Commorcial Contract Financing Addendum- (TAR 1931); ❑ (3) Commercial Property Condition Statement (TAD 1408)-; ❑ (1) Commercial Contract Addendum for Special Provisions (TAR 19'10); • (€-) ,Notice to Purchasor of Real Properly in a Water District (MUD); ❑ (6) Addendum for Coaetal Area Property (TAR 1915); ❑ (7) Addendum for Property Located Seaward of the Gulf Intracoa:-tat Waterway (TAR 1916); • (8) Information About Brokerage Services (TAR -2501); and • (9) See Attached Addendum to Contract and Exhibit B. (Note: Counsel far the Texas Association of REALTORS (TAR) has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission (TREC) or published by TAR are appropriate for use with this form.) E. Buyer In may ❑ may not assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all obligations and liability of Buyer under this contract. 23. TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance, If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract after all parties execute this contract. 25. ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property." The real property is described in Paragraph 2 of this contract. (TAR -1802) 1-1-16 Initialed for identification by Seller and Buyer - , Page 11 of 13 Cnrrputer generated ming AutoCaMtad 7 ", Pain ALta Really, LLC, 1060 W Pipeline, $ulte 101. F4 -at. TX 76053. (6130'y 322-1178 City of CC - Parklane - Ayala - 022916.axni P.iruee: 626:54 Phi 3118415 Commercial Contract - Unimproved Property concerning 1750 Paul Jones Rd., CC TX Peary Park D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135 of the Texas Natural Resources Code requires a notice regarding coastal area property to be included as part of this contract. E. If the Property is located seaward of the Gulf Intracoastal Waterway, §51.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract. F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra -territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the credit worthiness of the parties. H. NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water, including a reservoir or lake, constructed and maintained under Chapter 11, Water Code, that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating level, Seller hereby notifies Buyer: "The water level of the impoundment of water adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored in the impoundment; or (2) drought or flood conditions." 26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on , the offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Seller: City of Corpus Christi, a Texas municipal corporation Buyer: 4625 No. 3, Ltd., a Texas limited partnership By: By: �q By (signature): Printed Name: Title: By (signature): Printed Name: CHft5C^ f A:1.4 Title: ✓1" By: By: By (signature): By (signature): Printed Name: Printed Name: Title: Title: (TAR -1802) 1-1-16 Page 12 of 13 Computer generated won PuteCoraraci 7 ^'. from Pan Realty, LLC, 1080 W. Pipeline, Suite 101, Aral TX 75053- {000) 322A 178 Qty of CC - Park erbe Ayala - 022916.21rrl Primed: 928:54 PM 3112015 Commercial Contract - Unimproved Property concerning AGREEMENT BETWEEN BROKERS (use only if Paragraph 98(1) is effective) Principal Broker agrees to pay (Cooperating Broker) a fee when the Principal Broker's fee is received. The fee to be paid to Cooperating Broker will be: • $ ,or ❑ % of the sales price, or ❑ % of the Principal Broker's fee. The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal Broker: By: Cooperating Broker: By: ATTORNEYS Seller's attorney: Address: Phone & Fax: E-mail: Seller's attorney requests copies of documents, notices, and other information: ❑ the title company sends to Seller. ❑ Buyer sends to Seller. Buyer's attorney: Address: Phone & Fax: E-mail: Buyer's attorney requests copies of documents, notices, and other information: ❑ the title company sends to Buyer. Seller sends to Buyer. ESCROW RECEIPT The title company acknowledges receipt of: ❑ A. the contract on this day (effective date); O B. earnest money in the amount of $ 500.00 in the form of on Title company: Bay Area Title Services By: Assigned file number ((GF#): Address: 5926 S. Staples St., Corpus Christi, Texas 78413 Phone & Fax: E-mail: (TAR -1602) 1-1-16 Corms/Mr ginifitrd tong AutoC-Ml.Cl 7 ", Prom RotoReelly, ILC. 1068 W. Pipsllni, Site 101. First. TX 76053, 1600 522-1178 Page 13 of 13 Cry or CC -Parklane - Ayala - 022916.a:rn Printed, 0:20:55 PM 311,2010 ADDENDUM to COMMERCIAL CONTRACT - UNIMPROVED PROPERTY between THE CITY OF CORPUS CHRISTI ("SELLER") and MVR CONSTRUCTION COMPANY ("BUYER") 1. This contract is contingent upon final approval from the Corpus Christi City Council. 2. Buyer acknowledges that the subject property is being sold in its AS I5 WHERE IS condition with any and all faults per the addendum attached hereto as Exhibit B. 3. Buyer, at Buyer's sole expense, shall be responsible for any and all platting and/or zoning application fees and any associated expenses related to platting or rezoning the said property. 4. If due to factors beyond Seller's control, the commitment and/or the exception documents are not delivered within the time required, either party may terminate this contract and the earnest money be refunded to Buyer, as its sole remedy. 5. Buyer, at Buyer's sole expense during the Feasibility Period will verify with the City of Corpus Christi — Development Services that Buyer's intended use is permitted in the current zoning district of the said property. 6. In regards to Paragraph 17 — ATTORNEY FEES: the last sentence shall be modified to read as followed: "This Paragraph 17 survives termination of this contract. however, the Seller shall not be liable for any such attorney's fees." 7. Buyer is a licensed realtor with the State of Texas. 8. Buyer shall be responsible for any and all rollbacks taxes associated with the said property. Seller's Initial's , Buyer's Initial's Peary Park 1750 Paul Jones Ave. CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES EXHIBIT "B" "AS -IS" PURCHASE (A) BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY "AS -IS" "WHERE -IS" AND "WITH ALL FAULTS" WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM, OR ON BEHALF OF, SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL IMPLIED WARRANTIES CONCERNING THE CONDITION OF THE PROPERTY AND ANY PORTIONS THEREOF, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL CONDITIONS, PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS, AND ALSO THE IMPLIED WARRANTIES OF HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. (B) BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED, AND WILL NOT RELY, UPON ANY REPRESENTATIONS OR WARRANTIES (ORAL OR WRITTEN) MADE BY OR PURPORTEDLY MADE ON BEHALF OF SELLER, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. (C) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, BUYER AGREES THAT NO REPRESENTATION BY OR ON BEHALF OF SELLER OR THE SELLER'S AGENTS HAVE BEEN MADE TO BUYER AS TO THE CONDITION OF THE PROPERTY, ANY RESTRICTIONS RELATED TO THE DEVELOPMENT OF THE PROPERTY, THE APPLICABILITY OF OR COMPLIANCE WITH ANY GOVERNMENTAL REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL LAWS, OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. Seller's Initial's , Buyer's Initial's TEXAS ASSOCIATION OF REALTORS' COMMERCIAL CONTRACT - UNIMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS or THE TEXAS ASSOCIATION OF REALTORSO IS NOT AUTHORIZED eTexas Assoc,atIon of FtEALTORSitt, 2-I6 1. PARTIES: Seller agrees to sell and convey to Buyer the Properly described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: City of Corpus Christi, a Texas municipal corporation Address: 1201 Leopard St. Corpus Christi, Texas 78401 Phone: E-mail: Fax: Other: Buyer: Richard 0. Serna and/or assigns & John Tarnez and/or his assigns Address: Phone: Fax: 2. PROPERTY: E-mail: Other: A. "Property" means that real property situated in Nueces County, Texas at 5730 Malden, CC TX Rid e ood Park (address) and that is legally described on the attached Exhibit or as olio is: A tract of land located at 5730 Maiden known as Ridgewood Park being legally described as Ridgewood Unit 1, Lot 3, Block 5, and Ridgewood Unit 5, Lot 4, Block 5, Corpus Christi, Nueces County, Texas with any and all improvements contained thereon. NCAD Tax ID# 7223-0005-0030 and 7227-0005-0040 See Exhibit "A" attached hereto. B. Seller will sell and convey the Property together with: (1) all rights, privileges, and appurtenances pertaining to the Property.including Seiler's right, title, and interest (2) Seller's interest in all leases, rents, and security deposits far all or part of the Property, and (3) Seller's interest in all licenses and permits related to the Property. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (If mineral rights are to be reserved an appropriate addendum should be attached.) 3. SALES PIRiCE: A. At or before dosing. Buyer will pay the following sales price for the Property: (1) Cash portion payable by Buyer at closing (2) Sum of all financing described in Paragraph 4 (3) Sales price (sum of 3A(1) and 3A(2)) (TAR -1802) 1-1-16 Initialed tor identification by Seller and Buyer 80,000.00 320,003.00 400,003.00 Page 1 of 13 Computer generated uaing ite.rtoC EMUS Or 7 '", from to at LLC 1060 IN Pipeline. Sully 101. Hurst. TX 76053. i600) 322-1177 City of CC - Ridgewood - SE rna - 02291E11,rd Purred: t:252 PM 3I24f2QUf Commercial Contract - Unimproved Property concerning 5730 Malden,, CC TX Ridgewood Park B. Adjustment to Sales Price: (check (1) or (2) only.) (1) The sales price will not be adjusted based on a survey. ❑ (2) The sales price will be adjusted based on the latest survey obtained under Paragraph 68. (a) The sales price is calculated on the basis of $ ❑ (i) square foot of ❑ total area J. net area. • (ii) acre of ❑ total area ❑ net area. N1A per (b) "Total area means all land area within the perimeter boundaries of the Property. "Neiarea,: means total area less any area of the Property within: ❑ (i) public roadways; ❑ (ii) rights-of-way and easements other than those that directly provide utility services to the Property; and ❑ (iii) NIA (c) If the sales price is adjusted by more than N'A% of the stated sales price, either party may terminate this contract by providing written notice to the other party within N/A days after the terminating party receives the survey. If neither party terminates this contract or if the variance is less than the stated percentage, the adjustment to the sales price will be made to the cash portion of the sales price payable by Buyer. 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3A(2) as follows: A. Third Party Financing: One or more third party loans in the total amount of $ This contract: ❑ (1) is not contingent upon Buyer obtaining third party financing, • (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Commercial Contract Financing Addendum (TAR -1931). LJ R. Assumption: In accordance with the attached Commercial Contract Financing Addendum (TAR -1931), Buyer will assume the existing promissory note secured by the Property, which balance at closing will be $ O C. Seller Financing: The delivery of a promissory note and deed of trust to Seller under the terms of the attached Commercial Contract Financing Addendum (TAR -1931) in the amount of $ Nra. 5. EARNEST iVMONEY: A. Not later than 3 days after the effective date, Buyer must deposit 2,04•04 as earnest money with Stewart Title Company of CC (title company) at 711 Caran€ ahu St., #1101, Corpus Christi, Texas 78401 (address) Ginny Price (closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. B. Buyer will deposit an additional amount of $ 0_00 with the title company to be made part of the earnest money on or before: ❑ (i) N/A days after Buyer's right to terminate under Paragraph 78 expires; or ❑ (ii) NIA Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not tirnely deposited the additional amount. (TAR -1842) 1-1-16 Initialed for identification by Seller Page 2 of 13 Conputer generated using F 1WCoatrael 7 TM, rum LLC, 19E6 W R•peiine, Suite 1D1. Hard. 7A 76G5:. {8c17j K2-1170 Crry of CC - Ridgewood - Ser - u"2291S.axm Pn:1 :522:53 PAS 3,24f24t6 Commercial Contract - t..lnimprove.d Property concerning 5730 Maiden, CC TX Ridgewood Park C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY AND SURVEY: A. Title Policy: 1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by any underwriter of the title company in the amount of the sales price, dated at or after closing, insuring Buyer against Toss under the title policy. subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements: (a) will not be amended or deleted from the title policy. J (b) will be amended to read 'shortages in areas' at the expense of [=.1 Buyer J Seller. (3) Within 5 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title cornpany to deliver the commitment and related documents to Buyer at Buyer's address. B. Survgy: Within 15 days after the effective date: (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made in accordance with the: (i) ALTAIACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. Seller will reimburse Buyer 0.00 (insert amount) of the cost of the survey at dosing, if closing occurs. Li (2) Seller, at Seiler's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTA'ACSM Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. 7 (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey, if the existing survey is not acceptable to the title company, Seller, at Seller's expense. will obtain a new or updated survey acceptable to the title company and deliver the acceptable survey to Buyer and the title company within 20 days after Seller receives notice that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 20 days if necessary for Seller to deliver an acceptable survey within the time required. Buyer will reimburse Seller NIA (insert amount) of the cost of the new or updated survey at closing, if closing occurs. C. Buyer's Objections to the Commitment and Survey: (1) Within 15 days after Buyer receives the commitment, copies of the documents evidencing the title exceptions. and any required survey, Buyer may object in writing to matters disclosed in the items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or 'V" zone as defined by FEMA). If Paragraph 6B(1) applies, (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buye Page 3 of 13 Curry der 5 ,,' ,,'ed using WWConnarz 7 "'. from A:riUReally. LLC. 1460'.1 P•peli, e. Sues C ,1 r8t. 7X'6055. i600j 372 5?7$ City or CC - Ridgewood - Benda - 072916.arm P,I ,t 4 5 '22.ti, PM 3/24/21776 Commercial Contract - Unimproved Property concerning 5730 Maiden. CC TX Ridgewood Park Buyer is deemed to receive the survey on the earlier of: (1) the date of Buyer's actual receipt of the survey: or (ii) of the deadline specified in Paragraph 63. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections, The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 78(1), will be refunded to Buyer. (3) Buyer's failure to timely object or terminate under this Paragraph 6C is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before dosing: None. Buyer accepts the property in its AS is WHERE is condition with any and all faults. See Exhibit B. B. Feasibility Period: Buyer may terminate this contract for any reason within 45 days after the effective date (feasibility period) by providing Seller written notice of termination. (Check only one box.) (1) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer less 100.00 that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title company. The independent consideration is to be credited to the sales price only upon closing of the sale. If no dollar amount is stated in.. this Para rah 78(t ' or if Bu er fails to de DSit the earnest mono Bu, er will not havethe ri ht to terminate under this Paragraph 7B. U (2) Not later than 3 days after the effective date, Buyer must pay Seller $ N/A as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(2) or if Buyer fails to pay the independent consideration, Buyer will not have the tight to terminate under this Paragraph 7B. C. Inspections Studies or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Buyer must: (a) employ only trained and qualified inspectors and assessors: (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller: (d) not interfere with existing operations or occupants of the Property: and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buye Page 4 of 13 Corrpmtr gorroruted using AytpCC1Ga,t 7 "", from Autonealt}'. LLC. 1060 SY. PpeIine, Sulfa I Ai, Hurst. TX 76653. IBM) 3Z2-1178 City of CC - RjOeve000 spi 08 . 0229.1E. arum Printed: 5:22:5$ PM 2.,24/20.1 Commercial Contract - Unimproved Property concerning 5730 Maiden: CC TX Ridgewood Park (3) Except for those matters that arise from the negligence of Seller or Seller's agents. Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies; or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract. D. Property Information: (1) Delivery of Property Information; Within r� Buyer: (Check all that apply.) 10 days after the effective date, Seller will deliver to or amondmontc to tho loacoc: (e) plats of the Property; (g) if an of the above is in Seller's possession or control. (2) Return of Property Information: if this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check all that apply-) J (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in other than an electronic format and all copies that Buyer made of those items;; ta (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered to Buyer or Buyer coped; and (c) deliver copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller:: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and {2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 28 or sold under this contract. After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. 6. LEASES: A. Each written lease Seller is to assign to Buyer under this contract must be in full force and effect according to its terms. Seller may not enter into any new lease, fail to comply with any existing lease, or make any amendment or modification to any existing lease without Buyer's written consent. Seller must disclose, in writing, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently occur before closing: ( 1) any failure by Seller to comply with Seller's obligations under the leases; (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any advance sums paid by a tenant under any lease; {4) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease; and (TAR -1802) 1-1-6 Initialed for Identification by Seller and Buye Page 5 of 13 Computer generated uirng freduCuptract 7 ". hum Aurro 8Iy. LLC.. 106ti' d P.pel ,e. Stile 1111. Hurst. Tx 7sa5a 180W 322,117 City of CC - P;ejpewnu6 Serle • 922916.asrrk Punted. 9:22.54 P'M 3I24t2016 Commercial Contract - Unimproved Property concerning 5730 Malden, CC TX Ridgewood Park (5) any amounts payable under the leases that have been assigned or encumbered, except as security for loan(s) assumed or taken subject to under this contract. B. Ectoppei Cortificates: Within days cater the effective date, Soder will deliver to Buyer actoppel astoppol cortificates. 9. BROKERS: A. The brokers to this sale are: Principal Broker: The Clower Company Agent: George B. Clower Address:P.O. Box 2525 Corpus Christi, Texas 78403 Phone & Fax: 361-880-4111 361-880-4118 E-mail: glaclower@aol.corr License No.:428055 Cooperating Broker: Richard Serna & Associates Agent:Richard ©. Serna Address:4810 Everhart Rd. Corpus Christi, Texas 78411 Phone & Fax.361-993.8286 E-mail: rsa,sells@grnail.com License No.:171843 Principal Broker: (Check only one box) Cooperating Broker represents Buyer. represents Seiler only. represents Buyer only. LJ is an intermediary between Seiler and Buyer. B. Fees: (Check only (1) or (2) below.) (Complete the Agreement Between Brokers on page 13 only if (1) is selected.) U. (1) Seiler will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. ® (2) At the closing of this sale, Seller will pay: Principal Broker a total cash fee of: Cooperating Broker a total cash fee of: �] 'N/A % of the sales pnce. f3 N/A % of the sales price. • NIA ❑ N/A The cash fees will be paid in Nueces County, Texas. Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 52. Texas Property Code. authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. (TAF -1802) 1-1-16 Initialed for identification by Seller and Buye Conpner generated using RIKoCenmd Page 6 of 13 LLC, }pr,C W Pipeline, Skate ICI, Flxst, TX NI 1,80gi 322 17$ City of CC • Rldgewrood - Ser - D229t&.errti Pdrtted. 5.22:54 PM 1f2412Ot Commercial Contract - Unimproved Property concerning 5730 Maiden, CC TX Ridgewood Park 10. CLOSING: A. The date of the closing of the sale (closing date) will be on or before the later of: (1) x fifteen (15) days after the expiration of the feasibility period. N/A (specific date). 7 N/A (2) 7 days after objections made under Paragraph 60 have been cured or waived. B. If either party fails to close by the dosing date, the non -defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver. at Sellers expense, a J general special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or other security interests against the Property which will not be satisfied out of the sales price. unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller, at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) an assignment of all leases to or on the Property; (3) to the extent assignable, an assignment to Buyer of any licenses and permits related to the Property; (4) evidence that the person executing this contract is legally capable and authorized to bind Seller; (5) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the title company to: (i) withhold from Seller's proceeds an amount sufficient to comply applicable tax law; and (ii) deliver the amount to the Internal Revenue Service (IRS) together with appropriate tax forms; and (6) any notices, statements, certificates, affidavits. releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and issuance of the title policy, all of which must be completed by Seller as necessary. E At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer: (3) sign and send to each tenant in a lease for any part of the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then in effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord --tenant at sufferance relationship between the parties. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyeij Page 7 of 13 Ceeputer generated using Aut4Ce,trect 7 TM, from AWoRealty. LLC. 1060 W. F.pehne. Suite i'J;st, TX 76053, (800) 322-1778 City of CC - Piedewnod . - C22 o P00541: 5:22.54 PM 1/2052055, Commercial Contract - Unimproved Property concerning 5730 Malden, CC TX Ridgewood Park 12. SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract. (if special provisions are contained in an Addendum, identify the Addendum here and reference the Addendum in Paragraph 22D.) See attached Addendum to commercial Contract attached hereto. 13. SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: ( 1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees: (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seiler must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees: (2) preparation of any deed of trust; (3) recording fees for the deed and any deed of trust: (4) premiums for flood insurance as may be required by Buyers lender; (5) one-half of any escrow fee: (6) other expenses that Buyer will pay under other provisions of this contract. 14. PRORATIONS: A. Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (2) if the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien. Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums. and other charges to Buyer at closing and Buyer will reimburse such amounts to Seiler by an appropriate adjustment at closing. B. Rollback Taxes: If Sellers use or change in use of the Property before closing results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of the Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 143 survives closing. C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants, Rents prorated to one party but received by the other party will be remitted by the recipient to the party )o wlom it was prorated within 5 days after the rent is received. This Paragraph 140 survives closi (TAR 802) 1-1-16 Initialed for identification by Seller and Buyer Page 8 cit 13 Commal. greuratsd using PutuCenusct 7 T.. from Putogeaity. LLC. 106G 4^I Pipeline, Suite 121. Hurst, 1171 75053.1 BOO) 322.1 i 7a City of CC - Ri2gewou6 - Sema - 922416.szm Frilled: 5:22 45 PM 3.14.r2.515 Commercial Contract - Unimproved Property concerning 5730 Malden, CC TX Ridgewood Park 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller, as Seller's sole remedy(ies), may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure except for any damages resulting from Buyer's inspections. studies or assessments in accordance with Paragraph 7C(3) which Seller may pursue, or (Check if applicable) D enforce specific performance, or seek such other relief as may be provided by law. B. If, without fault, Seiler is unable within the time allowed to deliver the estoppel certificates, survey or the commitment. Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy: or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; — 16. CONDEMNATION: If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: A. terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration paid under Paragraph 7B(1), will be refunded to Buyer; or B. appear and defend in the condemnation proceedings and any award will, at Buyer's election, belong to: (1) Seiler and the sales price will be reduced by the same amount; or (2) Buyer and the sales price will not be reduced. 17. ATTORNEY'S FEES: if Buyer, Seller. any broker, or the title company is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non -prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs. the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money. the title company will give notice of the demand by providing to the other party a copy of the demand. If the title company does not receive written objection to the demand from the other party within 15 days after the date the title company sent the demand to time other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. C. -The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18. each party hereby releases the title company from all claims related to the disbursal of the earnest money. (TAR -1802) 1-1-16 Initialed for Identification by Seller and 3uye Page 9 of 13 Canptner yc+,er ate,i usny IwtoCentracl 7 "', ham fWto Renit}•. LLC. 1050 1NF"p Iine. *tide 101, !ia[s1,1.1 78053. 1600) 322-1 ? 78 Clev of CC - Ridgewood - senna - 022916.eerre Printed 5:22:55 PM 1,124/2014 Commercial Contract - Unimproved Property concerning 5730 Malden, CC TX Ridgewood Park E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to the title company are effective upon receipt by the title company. F. Any party who wrongtully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for: (1) damages; (ii) the earnest money; (iii) reasonable attorney's fees; and (iv) all costs of suit, G. LJ Seller ❑ Buyer intend(s) to complete this transaction as a part of an exchange of like -kind properties in accordance with Section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contemplated exchange will be paid by the exchanging party, The other party will not incur any expense or liability with respect to the exchange. The parties agree to cooperate fully and in good faith to arrange and consummate the exchange so as to comply to the maximum extent feasible with the provisions of Section 1031 of the internal Revenue Code. The other provisions of this contract will rot be affected in the event the contemplated exchange fails to occur. cd by koeichai er ototc law er regulation, or the Pfoperty; 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand -•delivered. mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. GI A. Seiler also consents to receive any notices by e-mail at Seller's email address stated in Paragraph 1. ❑ B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22. AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs. executors, re resentatives, successors, and permitted assigns. This contract is to be construed in accordance v, the laws of the State of Texas. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Page 10 of 13 Cn np frer werated using• AstoCarmact 7 "', from AuloRe ally, Lt. C. 1960 W. PvoBrto. Seine I❑1 . - r:t. T 7k,0$3. (800) 322-1178 City of CC Ridgewood - Serna - 522815. erns Pdnled; S': 22:5'5 PM 312+12015 Commercial Contract - Unimproved Property concerning 5730 Maiden, CC TX Ridgewood Park If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and aPI counterparts, collectively. constitute one agreement. D. )61 Addenda which are part of this contract are: (Check ail that apply..) (1) Property Description Exhibit identified in Paragraph 2; (2) Commorcial Contract Financing Addondum (TAR 103-1); (3) Commercial Property Condition Statement (TAfl 1408): (1) Comrnorcial Contract Addondurn for Special Provi€ionc (TAR 19,1011: (5) Notice to Purchacor of Roal Property in a Wator Dictrict tMUD); (8) information About Brokerage Services (TAR -2501 }; and (9) See Attached Addendum to Contract and Exhibit B. (Note: Counsel for the Texas Association of REALTORS (TAR) has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission (TREC) or published by TAR are appropriate for use with this form.) E. Buyer may ❑ may not assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all obligations and liability of Buyer under this contract. 23. TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls an a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract atter all parties execute this contract. 25. ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or ether statutorily created district providing water, sewer, drainage, or flood control facilities and services. Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if ary, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property." The real property is desib9d in Par graph 2 of this contract. (TAR -1802) 1-1-15 Initialed for Identification by Seller Page 11 of 13 Coniwter generated 1.11,) AuWcuntract 7 ^'. tom P:no Rentq. I -LC. I MC IN P ipahne, Ste 101, 'r.rry: T, 766$3. 161301322-i 176 City of CC - Ridgewood - Serra -1;22916 P.m Winged: 5.22'56 PM 3.241201ti Commercial Contract - Unimproved Property concerning 5730 Maiden, CC TX Ridgewood Park D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135 of the Texas Natural Resources Code requires a notice regarding coastal area property to be included as part of this contract. E. If the Property is located seaward of the Gulf Irtracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract.. F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra -territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. Brokers are not qualified to perform property inspections. surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning. governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the credit worthiness of the parties. H. NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water, including a reservoir or lake, constructed and maintained under Chapter 11, Water Code, that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating level, Seller hereby notifies Buyer: "The water level of the impoundment of water adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored in the impoundment; or (2) drought or flood conditions." 26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on , the offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Seller: City of Corpus Christi, a Texas municipal corporation Buyer: Richard 0. Serna and/or assigns & John Tarred anoilor his assigns By: By: ,o By (signature): By (signature) Printed Name: Printed Name: C_ r _a cru Tit€e: Title: LAA.....71--12-1,1 By: By: By (signature): By (signature): Printed Name' Titre: Title: Printed Name: (TAR -1802) 1-1-15' Page 12 of 13 Computer generated using AuloCenaae4 T "', horn AUtoPeriky, LLC. 10601N. P pdrfe. Suite 1011. Fh r I, TX 700.53. (000) 3224170 City of CC - nMgyrnoae - Serra - 0229i E.ern Priot,d: 52256 PM 3l24r2D1d (effective date); on 11 Carancanua Si., #1101, Corpus Christi, TX Commercial Contract - Unimprov od Property concerning AGREEMENT BETWEEN BROKERS (use only if Paragraph 9B(1) is effective) Principal Broker agrees to pay RlciTard Serra & Associates (Cooperating Broker) a fee when the Principal Broker's fee is received. The fee to be paid to Cooperating Broker will be: ▪ NiA or ti 2.25 % of the sales price, or ▪ N`A % of the Principal Broker's fee The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between. Brokers supersedes any prior offers and agreements for compensation between brokers. PrincipalBroker: The Grower Company cio George B. Clower Cooperating Broker - By: F?v: ichard 0. Berm ATTORNEYS Seller's attorney: Buyer's att Address Phone & Fax: E-mail: Seller's attorney requests copies of documents, notices, and other information: ❑ the title company sends to Seller- Buyer sends to Seller. Address: omey: Phone & F E -alai I: Buyer's ttorney requests copies of documents, notices. and other information: LI the tdle company sends to Buyer. ❑ Seller sends to Buyer. ESCROW RECEIPT The title company acknowledges receipt of: © A. the contract on this day ❑ B. earnest money in the amount of $ 2,00O.00 in the form Title company Stewwi Titfu Comp:cirly tar CC Address: By: Phone & F Assigned The number (GF#):— (TAR -1802) 1-1-16 CMlpl#ef gormfAe? Maly Rui9CafActGi 'r' Y7, from AutcReally, LLE, 1000 W. Pil^oy'i:fo, 8niie 101. Kum' 'T X 7MS3, SBA 3Z2-1170 This lnatollatrA of AMoCanted 7^' Ls &mimed for usa to: Gomm &Iol,tfr of Tho Clom®r Coo po, _ 0. kf +t1 6'afkfmable. L01t by °Mem 0 e vlmlac.� Page :3 of 13 E pylae ,-,1111Docu fardslktimCo ml. iitCor4r d0ICay 35 .0 - rdiciamefood .Sema - ( 22410.41. PSI edg:sl sopyrght lore kBEer TMs 17 U;S,C 'i01. Plinat :S,:9,1:13 Pl,l VVS. AD DEND /TNI to UNIMPROVED COM ERCIAL CONTRACT— UNIMPROVED ON T'RAC-UN1MPROVED PROPERTY between THE ITY OF COM. S CHRISTI ("SELLER") and RICHARD O. SENNA & J N TAM EZ and/or his assigns (;'BUYER") 1 This contract is contingent upon final approval and Christi City Council. unanimous vote from the Corpus 2. Buyer acknowledges that the subject property is be ng sold in its AS IS WHERE IS condition with any and all faults per the addendum attached hereto as Exhibit B. 3. Buyer, at Buyers sok expense, shall be responsible application fees and any associated expenses relate property. for any and all platting and/or zoning I to platting or rezoning the said 4. if due to factors beyond Seller's control, the comm tment andror the exception documents are not delivered within the time required, either party may terminate this contract and the earnest money be refunded to Buyer, as its sole remedy. 5. Buyer, at Buyer's sok expense during the Feasibility Period will verify with the City of Corpus Christi — Development Services that the Buyer's intended use is permitted in the current zoning district of the said property. 6. In regards to Paragraph 17 — ATTORNEY FEES: the last sentence shall be modified to read as followed: "This Paragraph 17 survives terriination of this contract, however, the Seller shall not be liable for any such attorney's fees.,' 7. Purchaser, Richard Serna hereby advises Seller that he is a licensed Texas Real Estate broker who buys and sells for the purpose of making a profit Seller's Initial's . Buyer's lull' I's EXHIBIT A Ridgewood Park — 5730 Maiden Corpus Christi, Texas �r •F r x si Yt +R 1i.flr o. ! ^ as r 1`3 1 4, ti. 4 a 1 f � RIDGEWOOD PARK Ex Elm' t x223-5-3[1 r- — .-.. - OT Ridgewood Unit 1, Lot 3, Block 5, Ridgewood Unit 5, Lot 4, Block 5, Corpus Christi, Nueces County, Texas 1 THE CLOWE R CO. Realtors Commercial & Industrial Brokerage P.U. Box 2525 Corpus Christi, Texas 78403-2525 (36118.60-4.111 affFc� O EXHIBIT "J3 "AS -IS" PURCHASE (A) BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY "AS -IS" "WHERE -IS" AND WLTH ALL FAULTS" WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM, OR. ON BEHALF OF, SELLER. WITHOUT LIMITING THE GENERALII'Y OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT SELLER IjEREBY EXPRESSLY DISCLAIMS, ANY AND ALL IMPLIED WARRANTIES CONCE NING THE CONDITION OF THE PROPERTY AND ANY PORTIONS THEREOF, INC UDING, BUT NOT LIMITED TO, ENVIRONMENTAL CONDITIONS, PRESENCE cR ABSENCE OF HAZARDOUS MATERIALS. AND ALSO THE IMPLIED WA RANTIES OF HABITABILITY, MERCHANTABILITY., OR FITNESS FOR A PARTICULAR PURPOSE. (B) BUYER ACKNOWLEDGES AND AGREE. THAT BUYER HAS NOT RELIED, AND WILL NOT RELY, UPON ANY REPRESENTATI NS OR WARRANTIES (ORAL OR WRITTEN) MADE BY OR PURPORTEDLY MADE ON BEHALF OF SELLER, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. (C) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT. BUYER AGREES THAT NO REPRESENTATION BY OR ON BEHALF OF SELLER OR THE SELLER'S AGENTS HAVE BEEN MADE TO BUYER AS TO THE CONDITION OF THE PROPERTY, ANY RESTRICTIONS RELATED TO TILE DEVELOPMENT OF THE PROPERTY. THE APPLICABILITY OF OR COMPLIA: CE WITH ANY GOVERNMENTAL REQUIREMENTS, INCLUDING. BUT NOT LIMITED IrO. ENVIRONMENTAL LAWS, OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. Seller's Initial's , Buyer's Initial's, 4,S# TEXAS ASSOCIATION OF REALTORS COMMERCIAL CONTRACT - UNIMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS MES B ERS OF THE rl REALTORS®,Inc.ASSOCIATION OF REALTORS® IS NOT AUTHORIZED. 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: City of Corpus Christi, a Texas municipal corporation Address: 1201 Leopard St. Phone: E-mail: Fax: Other: Corpus Christi, Texas 78401 Buyer: Martin and Gaby Sada Address: 11414 Willowcreek Dr. Corpus Christi, Texas 78410 E-mail: gabysada@yahoo.com Phone: 361-241-2538 Fax: Other: 2. PROPERTY: A. "Property" means that real property situated in Nueces County, Texas at 11418 Willowcreek, CC, Texas Willow Park (address) and that is legally described on the attached Exhibit or as follows: A tract of land located at 11418 Willowcreek known as Willow Park being legally described Willowood Unit 5B, Lot 7, Block 7, Corpus Christi, Nueces County, Texas with any and all improvements contained thereon. See Exhibit"A" attached hereto. B. Seller will sell and convey the Property together with: (1) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest in any minerals, utilities, adjacent etrccts, allcys, strips, gores, and rights of way; (2) Seller's interest in all leases, rents, and security deposits for all or part of the Property; and (3) Seller's interest in all licenses and permits related to the Property. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (If mineral rights are to be reserved an appropriate addendum should be attached.) 3. SALES PRICE: A. At or before closing, Buyer will pay the following sales price for the Property: (1) Cash portion payable by Buyer at closing $ (2) Sum of all financing described in Paragraph 4 $ (3) Sales price (sum of 3A(1) and 3A(2)) $ (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer �1t Computer generated using AutoContract 7 TM, from AatoReatty, LLC, 1060 W. Pipeine, Suite 101, Horst, TX 76053, (800) 322-1178 50,000.00 0.00 50,000.00 Page 1 of 13 City of CC - Willow - Sada - 031216.axn Printed: 12.03:04 PM 3/18201( Commercial Contract - Unimproved Property concerning 11418 Willowcreek, CC, Texas Willow Park B. Adjustment to Sales Price: (Check (1) or (2) only.) (1) The sales price will not be adjusted based on a survey. ❑ (2) The sales price will be adjusted based on the latest survey obtained under Paragraph 6B. (a) The sales price is calculated on the basis of $ N/A per: ❑ (i) square foot of ❑ total area ❑ net area. ❑ (ii) acre of ❑ total area ❑ net area. (b) "Total area" means all land area within the perimeter boundaries of the Property. "Net area" means total area less any area of the Property within: ❑ (1) public roadways; ❑ (ii) rights-of-way and easements other than those that directly provide utility services to the Property; and ❑ (III) N/A (c) If the sales price is adjusted by more than N/A% of the stated sales price, either party may terminate this contract by providing written notice to the other party within NIA days after the terminating party receives the survey. If neither party terminates this contract or if the variance is less than the stated percentage, the adjustment to the sales price will be made to the cash portion of the sales price payable by Buyer. 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3A(2) as follows: II A. Third Party Financing: One or more third party loans in the total amount of $ . This contract: U (1) is not contingent upon Buyer obtaining third party financing. ❑ (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Commercial Contract Financing Addendum (TAR -1931). ❑ B. Assumption: In accordance with the attached Commercial Contract Financing Addendum (TAR -1931), Buyer will assume the existing promissory note secured by the Property, which balance at closing will be $ N/A . ❑ C. Seller Financing: The delivery of a promissory note and deed of trust to Seller under the terms of the attached Commercial Contract Financing Addendum (TAR -1931) in the amount of $ N/A 5. EARNEST MONEY: A. Not later than 3 days after the effective date, Buyer must deposit $ 500.00 as earnest money with Security Title Company of CC (title company) at 5306 Holly Rd., Corpus Christi, Texas 78413 (address) Betty DeReese (closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. B. Buyer will deposit an additional amount of $ 0.00 with the title company to be made part of the earnest money on or before: ❑ (i) N/A days after Buyer's right to terminate under Paragraph 7B expires; or ❑ (ii) N/A Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Computer generated using AutoContract 7 TM, from AutoReaily, LLC, 1060 W. Pipeine, Suite 101, Hurst, 0( 76053, (800) 322-1178 5: Page 2 of 13 City of CC - Willow - Sada - 031216.axni Printed: 12:03:04 PM 3/18/2016 Commercial Contract - Unimproved Property concerning 11418 Willowcreek, CC, Texas Willow Park C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY AND SURVEY: A. Title Policy: (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by any underwriter of the title company tylin the e policy, subjectnt of the only to: s price, dated at or after closing, insuring Buyer against lossunder (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as of o discrepancies, protrusions, any oer overlapping for shortages area and boundary lines, or any encroachments orp (a) will not be amended or deleted from the title policy. ❑ (b) will be amended to read "shortages in areas" at the expense of ❑ Buyer ❑ Seller. (3) Within 5 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies delif ver commitment and d trelated documes evidencing lntts e toxB pyerns. at Seller authorizes the title company to de Buyer's address. B. Survey: Within 15 days after the effective date: )21 (1) Buyer will obtain a survey of the Propeftwith the:(i) ALTA/AGSM expense and deliver a pLandy of tTttleuSurvey to Seller. The survey must be made in accordance standards, or (ii) Texas Society of Professional Surveyors' standards for o,aoCategory 1A (insert urvey under the appropriate condition. Seller will reimburse Buyer amount) of the cost of the survey at closing, if closing occurs. the effeive ❑ (2) Seller, at Seller's expense, will furnish Buyerisurvey of the Property ALTA/AGSM LandtTitle Survey standardsateo� The survey must be made in accordance h the: () iA surveyunder the (ii) Texas Society of Professional Surveyors' standards for a Category appropriate condition. ❑ (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent fcthe ent urvey of the Property he along withan affidavit isd ottrequired by the acept acceptable to theitte company itle company, or Seller, at Seller's existing survey. If the existing survey expense, will obtain a new or updated survey acceptable ith ptn 20 days afterto the iSeller rrece yes notice eithat the acceptable survey to Buyer and the title company The closing date will be extended daily up to existing survey is not acceptable to the title company. 20 days if necessary for Setter to deliver an acceptable ) will amount rof the vey (cost of the new orthin the time iupdat d red. survey reimburse Seller N/A (insert at closing, if closing occurs. C. Buyer's Objections to the Commitment and Survey: (1) Within 15 days after Buyer receives the commitment, copies of the documents evidencing the title exceptions, and any required survey, Buyer tctionyuo on the Property oct in writing to r constitute atters disclosed a defect the or items if: (a) the matters disclosed are a re p encumbrance to title other than those permitted etitems show that any part ofthis contract or liens tthe Seller Propewill rtyatesf n a closing or Buyer will assume at closing; or {) applies, special flood hazard area (an "A" or "V" zone as defined by FEMA). If Paragraph g ph 6B (1) pp Page 3 of 13 (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Computer generated using AutoContract 7 T", from AutoReatty, LLC, 1060 W. Pipefne, Suite 101, Hurst, TX 76053, (800) 322-1178 City o1 cPnned 12:03:04 PM 3/18/201 Commercial Contract - Unimproved Property concerning 11418 Willowcreek, CC, Texas Willow Park Buyer is deemed to receive the survey on the earlier of: (1) the date of Buyer's actual receipt of the survey; or (ii) of the deadline specified in Paragraph 6B. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer. (3) Buyer's failure to timely object or terminate under this Paragraph 6C is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before closing: None. Buyer accepts the property in its AS IS WHERE 1S condition with any and all faults. See Exhibit B. B. Feasibility Period: Buyer may terminate this contract for any reason within 30 days after the effective date (feasibility period) by providing Seller written notice of termination. (Check only one box.) (1) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer less 100.00 that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title company. The independent consideration is to be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(1) or if Buyer fails to deposit the earnest money, Buyer will not have the right to terminate under this Paragraph 7B. CI (2) Not later than 3 days after the effective date, Buyer must pay Seller $ N/A as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(2) or if Buyer fails to pay the independent consideration, Buyer will not have the right to terminate under this Paragraph 7B. C. Inspections, Studies, or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (TAR -1802) 1-1-16 Initialed for Identification by Seller Computer generated using AutoContract 7 from AutoRealty, LLC, 1060 W. Pipeine, Suite 101, Hurst, TX 76053, (800) 322-1178 and Buyer Page 4 of 13 City of CC - Willow - Sada - 031216.axnl Printed: 12:03:05 PM 3/18/2016 Commercial Contract - Unimproved Property concerning 11418 Willowcreek, CC, Texas Willow Park (3) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract. D. Property Information: (1) Delivery of Property Information: Within Buyer: (Check all that apply.) 10 days after the effective date, Seller will deliver to or amendments to thc loaccs; will not pay in full on or bcforc closing; madc on or relating to thc Property; (e) plats of the Property; ❑ (f) copies of current utility capacity letters from the Property's water and sewer service provider; a (g) if any of the above is in Seller's possession or control. (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check all that apply.) ❑ (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in other than an electronic format and all copies that Buyer made of those items; (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered to Buyer or Buyer copied; and (c) deliver copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract. After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. 8. LEASES: A. Each written lease Seller is to assign to Buyer under this contract must be in full force and effect according to its terms. Seller may not enter into any new lease, fail to comply with any existing lease, or make any amendment or modification to any existing lease without Buyer's written consent. Seller must disclose, in writing, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently occur before closing: (1) any failure by Seller to comply with Seller's obligations under the leases; (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any advance sums paid by a tenant under any lease; (4) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease; and (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buye Computer generated using AutoContract 7 TM, from AutoRealty, LLC, 1060 W. Pipefne, Suite 101, Hurst, TX 76053, (800) 322-1178 Page 5 of 13 City of CC - Willow - Sada - 031216.exn1 Printed: 12:03:05 PM 3/18/2016 Commercial Contract - Unimproved Property concerning 11418 Willowcreek, CC, Texas Willow Park (5) any amounts payable under the leases that have been assigned or encumbered, except as security for loan(s) assumed or taken subject to under this contract. B. Estoppel Cortificatos: Within days after the effective date, Seller will deliver to Buyer estoppol certificatos cignod not oarlier than by each tenant that loacoc cpaco by a third party Icndcr providing financing under Paragraph 1 if thc third party Icndcr rcquccts such additional information at Ioact 10 days prior to thc oarlioct datc that Scllor may dolivor thc cignod 9. BROKERS: A. The brokers to this sale are: Principal Broker:The Clower Company Agent: George B. Clower Cooperating Broker: N/A Agent: N/A Address: P.O. Box 2525 Address: N/A Corpus Christi, Texas 78403 N/A Phone & Fax:361-880-4111 361-880-4118 Phone & Fax: N/A E-mail: austin@allenreadvisors.c E-mail: N/A License No.: 428055 License No.: N/A Principal Broker: (Check only one box) represents Seller only. ❑ represents Buyer only. ❑ is an intermediary between Seller and Buyer. Cooperating Broker represents Buyer. B. Fees: (Check only (1) or (2) below.) (Complete the Agreement Between Brokers on page 13 only if (1) is selected.) (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. VI (2) At the closing of this sale, Seller will pay: Principal Broker a total cash fee of: Cooperating Broker a total cash fee of: 4.5 % of the sales price. ❑ N/A % of the sales price. ❑ N/A _ ❑ N/A The cash fees will be paid in Nueces County, Texas. Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Computer generated using AutoContract 7 TM, from AutoRealty, LLC, 1060 W. Pipeine, Suite 101, Hurst, 1 ( 76053, (800) 322-1178 Page 6 of 13 City of CC -Willow - Sada - 031216.axni Printed: 12:03:06 PM 3/18/2016 Commercial Contract - Unimproved Property concerning 11418 Willowcreek, CC, Texas Willow Park 10. CLOSING: A. The date of the closing of the sale (closing date) will be on or before the later of: (1) 9 fifteen (15) days after the expiration of the feasibility period. ❑ N/A (specific date). ❑ N/A (2) 7 days after objections made under Paragraph 6C have been cured or waived. B. If either party fails to close by the closing date, the non -defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver, at Seller's expense, a ❑ general )0 special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller, at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) an assignment of all leases to or on the Property; (3) to the extent assignable, an assignment to Buyer of any licenses and permits related to the Property; (4) evidence that the person executing this contract is legally capable and authorized to bind Seller; (5) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the title company to: (i) withhold from Seller's proceeds an amount sufficient to comply applicable tax law; and (ii) deliver the amount to the Internal Revenue Service (IRS) together with appropriate tax forms; and (6) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and issuance of the title policy, all of which must be completed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; (3) sign and send to each tenant in a lease for any part of the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then in effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord -tenant at sufferance relationship between the parties. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Computer generated using AutoContreot 7 TM, from AutoRenity, LLC, 1060 W. Pipefne, Suite 101, Horst, 1X 76053. (800) 322-1178 Page 7 of 13 City of CC - WilloW - Sada - 031216.axrrl Punted: 12:03:06 PM 3/18/2016 Commercial Contract - Unimproved Property concerning 11418 Willowcreek, CC, Texas Willow Park 12. SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract. (If special provisions are contained in an Addendum, identify the Addendum here and reference the Addendum in Paragraph 22D.) See attached Addendum to Commercial Contract attached hereto. 13. SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; (2) preparation of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; (6) other expenses that Buyer will pay under other provisions of this contract. 14. PRORATIONS: A. Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 1 4A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: If Seller's use or change in use of the Property before closing results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of the Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the pa to whom it was prorated within 5 days after the rent is received. This Paragraph 14C survives closing. (TAR -1802) 1-1-16 Initialed for Identification by Seller , and Buyer , Page 8 of 13 Computer generated using AutoContract 7 TM, from AutoRealty, LLC, 1060 W. Pipeine, Suite 101, }fust, TX 76053, (800) 322-1178 City of CC - Willow - Sada - 031216.axni Printed: 12:03:06 PM 3/18/2016 Commercial Contract - Unimproved Property concerning 11418 Willowcreek, CC, Texas Willow Park 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller, as Seller's sole remedy(ies), may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure except for any damages resulting from Buyer's inspections, studies or assessments in accordance with Paragraph 7C(3) which Seller may pursue, or (Check if applicable) ❑ enforce specific performance, or seek such other relief as may be provided by law. B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; ef• cific fie, er seek such e414er relief as may be provided by law, or both. 16. CONDEMNATION: If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: A. terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration paid under Paragraph 7B(1), will be refunded to Buyer; or B. appear and defend in the condemnation proceedings and any award will, at Buyer's election, belong to: (1) Seller and the sales price will be reduced by the same amount; or (2) Buyer and the sales price will not be reduced. 17. ATTORNEY'S FEES: If Buyer, Seller, any broker, or the title company is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non -prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money, the title company will give notice of the demand by providing to the other party a copy of the demand. If the title company does not receive written objection to the demand from the other party within 15 days after the date the title company sent the demand to the other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18, each party hereby releases the title company from all claims related to the disbursal of the earnest money. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer )--)/ ,ih Page 9 of 13 Conputer generated using AutoContract 7 TM, from AutoRealty, LLC, 1060 W. Pipeine, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Willow - Sada - 031216.axni Printed: 12:03:07 PM 3/18/2016 Commercial Contract - Unimproved Property concerning 11418 Willowcreek, CC, Texas Willow Park E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to the title company are effective upon receipt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for: (1) damages; (11) the earnest money; (iii) reasonable attorney's fees; and (iv) all costs of suit. G. ❑ Seller ❑ Buyer intend(s) to complete this transaction as a part of an exchange of like -kind properties in accordance with Section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contemplated exchange will be paid by the exchanging party. The other party will not incur any expense or liability with respect to the exchange. The parties agree to cooperate fully and in good faith to arrange and consummate the exchange so as to comply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Code. The other provisions of this contract will not be affected in the event the contemplated exchange fails to occur. Property Condition Statomont (TAR 1/108). (2) any pending or tbreatcncd +itigatien, cefielcmi9atiom, or aescsament affecting thc Property; (3) (1) (5) any environmental hazards or conditions that materially affoct tho Proporty; whcthcr thc Property is or has bccn used for thc storage or disposal of hazardous materials or whcthcr radon, asbestos containing materials, tirm fermaldehyde foam insulation, leQd based (6) any wetlands, as dcfincd by federal or state law or regulation, on thc Property; (7) any throatoncd or endangered cpecios or their habitat on the Property; detrimentally affect thc ordinary uco of tho Property; (10) any condition on the Property that violates any law or ordinance. (Dcocribc any exception to (1) (10) in Paragraph 12 or an addendum.) 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand -delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. ❑ A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. ❑ B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22. AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. This contract is to be construed in accordance(ith th laws of the State of Texas. 5 Page 10 of 13 (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer Computer generated using AutoContract 7 TM, from AutoRealty, LLC, 1060 W. Pipetne, Suite 101, Hurst, 7X 76053, (800) 322-1178 City of CC - Willow - Sada - 031216.exr1 Printed: 12:03:07 PM 3/18/2016 Commercial Contract - Unimproved Property concerning 11418 Willowcreek, CC, Texas Willow Park If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. D. Addenda which are part of this contract are: (Check all that apply.) (1) Property Description Exhibit identified in Paragraph 2; ❑ (3) Commercial ❑ ('1) Commorcial Contract Addendum for Special Provisions (TAR 18'10); ❑ (5) Notice to Purchaccr of Roal Property in a Wator District (MUD); ❑ (6) Addendum for Coastal Arca Property (TAR 1915); (8) Information About Brokerage Services (TAR -2501); and (9) See Attached Addendum to Contract and Exhibit B. (Note: Counsel for the Texas Association of REALTORS® (TAR) has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission (TREC) or published by TAR are appropriate for use with this form.) E. Buyer 14 may ❑ may not assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all obligations and liability of Buyer under this contract. 23. TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract after all parties execute this contract. 25. ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property." The real property is descr ed i ,Paragraph 2 of this contract. (TAR -1802) 1-1-16 Initialed for Identification by Seller and Buyer401, 's' Page 11 of 13 Computer generated using AutoContract 7 TM from AutoReatty, LLC, 1060 W. Pipefne, Suite 101, Hurst, TX 76053, (800) 322-1178 City of CC - Wilbw - Sada - 031216.axnl Printed: 12:03:08 PM 3/18/2016 Commercial Contract - Unimproved Property concerning 11418 Willowcreek, CC, Texas Willow Park D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135 of the Texas Natural Resources Code requires a notice regarding coastal area property to be included as part of this contract. E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract. F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra -territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the credit worthiness of the parties. H. NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water, including a reservoir or lake, constructed and maintained under Chapter 11, Water Code, that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating level, Seller hereby notifies Buyer: "The water level of the impoundment of water adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored in the impoundment; or (2) drought or flood conditions." 26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on , the offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Seller: City of Corpus Christi, a Texas municipal Buyer: Martin and Gaby Sada corporation By: By: ;Y. m . By (signature): By (signature): Printed Name: Printed Name: LZ b 1 a V. Q C 4 Title: Title: By: By: By (signature): By (signature): Printed Name: Printed Name: MOP ti/ ,5qt act_ Title: Title: (TAR -1802) 1-1-16 Page 12 of 13 Computer generated using AutoContract 7 "', from AutoRealty, LLC, 1060 W. Pipeine, Site 101, Hurst, TX 76053, (800) 322-1178 City of CC - Willow - Sada - 031216.axrri Printed: 12:03:08 PM 3/18/2016 Commercial Contract - Unimproved Property concerning AGREEMENT BETWEEN BROKERS (use only if Paragraph 98(1) is effective) Principal Broker agrees to pay (Cooperating Broker) a fee when the Principal Broker's fee is received. The fee to be paid to Cooperating Broker will be: ❑ $ or ❑ % of the sales price, or ❑ % of the Principal Broker's fee. The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal Broker: By: Cooperating Broker: By: ATTORNEYS Seller's attorney: Address: Phone & Fax: E-mail: Seller's attorney requests copies of documents, notices, and other information: ❑ the title company sends to Seller. ❑ Buyer sends to Seller. Buyer's attorney: Address: Phone & Fax: E-mail: Buyer's attorney requests copies of documents, notices, and other information: LI the title company sends to Buyer. ❑ Seller sends to Buyer. ESCROW RECEIPT The title company acknowledges receipt of: ❑ A. the contract on this day (effective date); ❑ B. earnest money in the amount of $ 500.00 in the form of Title company: Security Title Company of CC By: Assigned file number (GF#): on Address: 5306 Holly Rd., Corpus Christi, Texas 78413 Phone & Fax: E-mail: (TAR -1802) 1-1-16 Cdrrputer generated using AutoContract 7 TM, from AutoRealty, LLC, 1060 W. Pipefne, Suite 101, Hurst, 7X 76053, (800) 322-1178 Page 13 of 13 City of CC - Willow - Sada - 031216.axM Printed: 12:03:09 PM 3/1812016 EXHIBIT A Willow Park —11418 Willowcreek Dr. Corpus Christi, Texas Willowood Unit 5B, Lot 7 , Corpus Christi, Nueces County, Texas. NCAD Tax ID#9707-0007-0070. THE GLOWER CO. Realtors Commercial & Industrial Brokerage P.O. Box 2525 Corpus Christi, Texas 78403-2525 (361)880-4111 office EXHIBIT "B" "AS -IS" PURCHASE (A) BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY "AS -IS" "WHERE -IS" AND "WITH ALL FAULTS" WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM, OR ON BEHALF OF, SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL IMPLIED WARRANTIES CONCERNING THE CONDITION OF THE PROPERTY AND ANY PORTIONS THEREOF, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL CONDITIONS, PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS, AND ALSO THE IMPLIED WARRANTIES OF HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. (B) BUYER ACKNOWLEDGES AND AGREES THAT BUYER HAS NOT RELIED, AND WILL NOT RELY, UPON ANY REPRESENTATIONS OR WARRANTIES (ORAL OR WRITTEN) MADE BY OR PURPORTEDLY MADE ON BEHALF OF SELLER, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. (C) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, BUYER AGREES THAT NO REPRESENTATION BY OR ON BEHALF OF SELLER OR THE SELLER'S AGENTS HAVE BEEN MADE TO BUYER AS TO THE CONDITION OF THE PROPERTY, ANY RESTRICTIONS RELATED TO THE DEVELOPMENT OF THE PROPERTY, THE APPLICABILITY OF OR COMPLIANCE WITH ANY GOVERNMENTAL REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL LAWS, OR THE SUITABILITY OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER. Seller's Initial's , Buyer's Initial's ADDENDUM to UNIMPROVED COMMERCIAL CONTRACT - UNIMPROVED PROPERTY between THE CITY OF CORPUS CHRISTI ("SELLER") and MARTIN & GABY SADA ("BUYER") 1. This contract is contingent upon final approval and unanimous vote from the Corpus Christi City Council. 2. Buyer acknowledges that the subject property is being sold in its AS IS WHERE IS condition with any and all faults per the addendum attached hereto as Exhibit B. 3. Buyer, at Buyers sole expense, shall be responsible for any and all platting and/or zoning application fees and any associated expenses related to platting or rezoning the said property. 4. If due to factors beyond Seller's control, the commitment and/or the exception documents are not delivered within the time required, either party may terminate this contract and the earnest money be refunded to Buyer, as its sole remedy. 5. Buyer, at Buyer's sole expense during the Feasibility Period will verify with the City of Corpus Christi — Development Services that Buyer's intended use is permitted in the current zoning district of the said property. 6. In regards to Paragraph 17 — ATTORNEY FEES: the last sentence shall be modified to read as followed: "This Paragraph 17 survives termination of this contract, however, the Seller shall not be liable for any such attorney's fees." Seller's Initial's , Buyer's Initial's AGENDA MEMORANDUM First Reading for the City Council Meeting April 12, 2016 Second Reading for the City Council Meeting April 19, 2016 DATE: March 21, 2016 TO: Ronald L. Olson, City Manager RonO@cctexas.com (361)826-3220 THRU: Mark Van Vleck, Assistant City Manager MarkVV@cctexas.com (361)826-3082 Daniel McGinn, A.I.C.P, Interim Director, Development Services DanielMc@cctexas.com (361)826-3595 FROM: Raymond Chong, P.E., PTOE, PTP, STP, City Traffic Engineer Raymond C@cxtexas.com (361)826-3552 Proposed Urban Transportation Plan Amendment - Deletion of the Extension of First National Boulevard between Compton Road and Graham Road CAPTION: Ordinance amending the Urban Transportation Plan Map, of Mobility CC, a transportation element of the Comprehensive Plan of the City of Corpus Christi, by deletion of the extension of First National Boulevard; amending related elements of the Comprehensive Plan of the City; providing for severance; and providing for publication. PURPOSE: The purpose of a C1 Minor Residential Collector is to provide internal neighborhood circulation and property access for residents. BACKGROUND / FINDINGS: Gulf Coast Marine requests the deletion of the extension of First National Boulevard, between Compton Road and Graham Road, from the City's Urban Transportation Plan (UTP) map in Mobility CC. First National Boulevard is designated as a proposed C1 Minor Residential Collector (60 feet right-of-way). Gulf Coast Marine, property owner, proposes to plat approximately 37 acres of undeveloped land for both residential (single-family homes) and commercial (boat storage) uses. This tract is located south of First National Boulevard between Compton Road and Graham Road in Flour Bluff. A drainage ditch bisects it. The portion of the tract, that abuts Compton Road and is north of the drainage ditch, is approximately 20.6 acres and is zoned CG -2 (Commercial) or RE (Residential Estate). The portion of the tract that abuts Graham Road, which is south of the drainage ditch, is zoned RE (Residential Estate). First National Boulevard first appeared on Corpus Christi Urban Transportation Plan 1963-1964 as a proposed collector between South Padre Island Drive (SH 358) and Graham Road. The proposed collector still exists on the currently adopted 2010 UTP map. At this time, First National Boulevard is built from the South Padre Island Drive (SPID) SH 358 frontage road to Compton Road. The remaining segment of First National Boulevard, which terminates at Graham Road, is approximately a quarter mile in length. This remaining segment is contained entirely within the tract. The proposed UTP amendment is to delete the portion of First National Boulevard between Compton Road and Graham Road. This would result in First National Boulevard ending as a tee -intersection with Compton Road. Gulf Coast Marine contends this segment of First National Boulevard is not required, does not preserve orderly traffic flow in the area and will not cause any adverse traffic impacts. Gulf Coast Marine engaged Maldonado -Burkett Intelligent Transportation Systems, LLP (MBITS) to conduct a Traffic Impact Analysis (TIA). The goal of the TIA was to determine, with ultimate build out, if First National Boulevard could be deleted without having any adverse traffic impacts to adjacent streets and intersections. Their report concluded the new development would have no adverse traffic impacts to existing street system. Trip generation data for the proposed boat storage is expected to generate six (6) AM peak hour trips and six (6) PM peak hour trips. The proposed residential development is expected to generate eight (8) AM peak hour trips and ten (10) PM peak hour trips. Surrounding intersections were analyzed to determine existing and projected Levels of Service (LOS). The City of Corpus Christi Unified Development Code (UDC) requires new and existing intersections to function at a LOS D or better. Findings of the TIA were that intersections analyzed were functioning at a LOS D or better except for the STOP controlled intersections at Graham Road at Flour Bluff Drive and Graham Road at Waldron Road. Both intersections currently function at a LOS E and are projected to remain at a LOS E. Staff's findings are the extension of First National Boulevard between Compton Road and Graham Road is impractical and not needed to enhance mobility in the area. Deleting this segment is justified due to the projected low traffic volumes and minimal amount of additional peak hour trips generated by the development. The deletion of this segment is not expected to have an adverse traffic impacts on the existing street system. ALTERNATIVES: Denial of the proposed Urban Transportation Plan Amendment. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The amendment process conforms to City Policy. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Transportation Advisory Commission, Planning Commission, Street Operations, Development Services, and Legal FINANCIAL IMPACT: ❑ 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 BALANCE Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of the proposed Urban Transportation Amendment for deletion of the extension of First National Boulevard between Compton Road and Graham Road. LIST OF SUPPORTING DOCUMENTS: Presentation Ordinance with Attachment Ordinance amending the Urban Transportation Plan Map, of Mobility CC, a transportation element of the Comprehensive Plan of the City of Corpus Christi, by deletion of the extension of First National Boulevard; amending related elements of the Comprehensive Plan of the City; providing for severance; and providing for publication. WHEREAS, the Gulf Coast Marine a, property owner requests deletion of extension of First National Boulevard as an amendment to the Corpus Christi Urban Transportation Plan map, a transportation element of Mobility CC element of the Comprehensive Plan of the City of Corpus Christi, Texas; WHEREAS, City Transportation Advisory Commission held a meeting on Monday, November 23, 2016, regarding amendment for the Urban Transportation Plan map WHEREAS, the Planning Commission held a public hearing on Wednesday, February 10, 2016 regarding amendment to the Urban Transportation Plan Map of Mobility CC, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that these amendments would best serve the public health, necessity, and convenience, and the general welfare of the City of Corpus Christi and its citizens; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The Corpus Christi Urban Transportation Plan map of MobilityCC, a transportation element of the Comprehensive Plan of the City of Corpus Christi, Texas (the "Comprehensive Plan"), is amended by deleting extension of First National Boulevard, between Compton Road and Graham Road on Exhibit "A," which is attached to this ordinance and incorporated into this ordinance by reference as if fully set out in its entirety. Section 2. To the extent the amendments made by this ordinance represent a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the amendment made by this ordinance. Section 3. The Comprehensive Plan, as amended from time to time and except as changed by this ordinance, remains in full force and effect. Section 4. Any ordinance or part of any ordinance in conflict with this ordinance is expressly repealed by this ordinance. Section 5. The City Council intends that every section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance be given full force and effect for its purpose. Therefore, if any section, paragraph, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, that judgment shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance. Section 6. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Michael Hunter The foregoing ordinance was read for the second time and passed finally on this the day of , 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Michael Hunter PASSED AND APPROVED this the day of , 2016. ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor Exhibit A Proposed Deletion of First National Boulevard co) Corpus Chr sti Engineering Proposed Urban Transportation Plan (UTP) Amendment - Deletion of the Extension of First National Boulevard (Between Compton Road and Graham Road) Council Presentation April 12, 2016 Proposed UTP Amendment �hrsti Engineering Gulf Coast Marine Requests an Amendment to City's Urban Transportation Plan map: • Deletion of the extension (approximately a quarter -mile) of First National Boulevard • Proposed C1 Minor Residential Collector (60' right-of-way) • Gulf Coast Marine Contends the Deletion Will Not Cause Adverse Traffic Impacts • Gulf Coast Marine provided a Traffic Impact Analysis which Supports their Request 2 Proposed UTP Map Amendment 111 �hrsti Engineering Proposed Deletion of First National Boulevard Location Map PROPOSED COLLECTOR TO BE REMOVED FROM U.T.P. �hrsti Engineering 4 Traffic Impact Analysis (TIA) �hrsti Engineering TIA Findings : • Trip Generation (Boat Storage): • Six (6) AM Peak Hour Trips • Six (6) PM Peak Hour Trips • Trip Generation Single Family Homes: • Eight (8) AM Peak Hour Trips • Ten (10) PM Peak Hour Trips • Existing, Background, and Projected (2025) STOP Sign Intersections Meets LOS D or Better (Meets City Requirements) • No Adverse Traffic Impacts to Existing Street System 5 Recommendation 0 �hrsti Engineering • City Traffic Engineer & Development Services Recommends: Approval to Delete First National Boulevard, a Proposed C1 Minor Residential Collector, from Compton Road to Graham Road from the City's UTP Map 6 �hrsti Engineering Questions? AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of April 12, 2016 Second Reading Ordinance for the City Council Meeting of April 19, 2016 DATE: TO: Ronald L. Olson, City Manager February 17, 2016 THRU: Mark Van Vleck, P.E., Assistant City Manager MarkVV@cctexas.com (361) 826-3082 FROM: Valerie H. Gray, P.E., Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 J. H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Mike Markle, Police Chief Mikema@cctexas.com (361) 866-2601 Installation of LED Street Lights on North Beach at City Parks along the Beach Walk CAPTION: Ordinance appropriating $99,557 from unreserved fund balance in the No. 1040 Parking Improvement Fund; authorizing the City Manager, or designee, to approve Contribution -In -Aid - Of -Construction Agreements with American Electric Power (AEP) for a total of $149,958.41, for the installation of the LED lighting improvements on North Beach at City parks along the Beach Walk; and amending the FY 2015-2016 Operating Budget adopted by Ordinance 030620 by increasing expenditures by $99,557. PURPOSE: The purpose of this Agenda item is to obtain authority to transfer the funds for the Parking Improvement Fund required to execute an Agreement with AEP for lighting upgrades on North Beach. BACKGROUND AND FINDINGS: This project is part of the "Light Up CC" program to improve lighting in areas to increase public safety and reduce crime. The lighting upgrades proposed in this project are located on AEP power poles and system. The Agreement with AEP authorizes them to complete the installation of new LED light fixtures and new poles (if required). The project provides for upgrades with 47 new fixtures as follows: • 17 existing lighting fixtures on existing poles retrofitted with new energy efficient LED lighting fixtures • 3 new LED light fixtures on existing wood poles • 4 new wood poles with new LED light fixtures • 21 new concrete poles with new LED light fixtures • 2 new flood lights for safety on an existing pole The Light Up CC project was initiated to reduce crime and increase public safety in high crime areas of Downtown, Uptown, SEA District and North Beach, using funds from City parking meters and administered by the City's Parking Advisory Committee. A previous Light Up CC project is nearing completion on Leopard from Crosstown to Upper Broadway that included 26 new or retrofitted LED light fixtures on new or existing poles. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Funding for the lighting improvement is coming for the Parking Advisory Board's (PAC) parking meter revenue. The PAC voted to approve the expenditure. CONFORMITY TO CITY POLICY: This conforms to City policy for procurement of services. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Police Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2015-2016 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget 11,095 61,148.02 72,243.02 Ordinance (This Item) 99,557.00 99,557.00 Budget Total 11,095 160,705.02 171,800.02 Encumbered / Expended Amount 11,095 10,746.61 21,841.61 This item 149,958.41 149,958.41 BALANCE 0.00 0.00 0.00 Fund(s): Parking Improvement Fund Comments: All current funding necessary for the completion of North Beach lighting is available in the Parking Improvement Fund to implement the North Beach lighting improvements. RECOMMENDATION: The City's Parking Advisory Board (PAC) approved of the expenditures and staff recommends approval of this motion as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Budget Location Map Presentation AEP Agreements (4) Page 1 of 2 ORDINANCE APPROPRIATING $99,557 FROM UNRESERVED FUND BALANCE IN THE NO. 1040 PARKING IMPROVEMENT FUND; AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO APPROVE CONTRIBUTION -IN -AID -OF -CONSTRUCTION AGREEMENTS WITH AMERICAN ELECTRIC POWER (AEP) FOR A TOTAL OF $149,958.41, FOR THE INSTALLATION OF THE LED LIGHTING IMPROVEMENTS ON NORTH BEACH AT CITY PARKS ALONG THE BEACH WALK; AND AMENDING THE FY 2015-2016 OPERATING BUDGET ADOPTED BY ORDINANCE 030620 BY INCREASING EXPENDITURES BY $99,557. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. An amount of $99,557 from the Unreserved Fund Balance in No. 1040 Parking Improvement Fund is appropriated for the installation of LED safety lighting improvements on North Beach. SECTION 2. The FY 2016 Operating Budget adopted by Ordinance No. 030620 is changed to increase expenditures in the amount of $99,557. SECTION 3. The City Manager or designee is authorized to execute Contribution -in -aid - of -Construction Agreements for the installation of LED lighting improvements on North Beach at City Parks along the beach walk for a total of $149,958.41 with American Electric Power (AEP). ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary @BCL@1 C0560DC Nelda Martinez Mayor Page 2of2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the day of , 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Michael Hunter PASSED AND APPROVED on this the day of , 2016. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary @BCL@1 C0560DC Nelda Martinez Mayor PROJECT BUDGET Light Up CC March 8, 2016 FUNDS AVAILABLE: Parking Improvement Fund $72,243.02 Ordinance Parking Improvement Fund 99,557.00 TOTAL $171,800.02 FUNDS REQUIRED: Contribution in Aid of Construction (American Electric Power) 149,958.41 Construction Contingency (5%) 7,490.00 Construction Inspection (Estimate) 1% 1,700.00 Design Fees : NE Study (Bath Engineering) 11,095.00 Reimbursements: Contract Administration (Capital Programs/Capital Budget/Finance) (.03%) 500.00 Engineering Services (Project Mgt/Constr Mgt) (.05%) 850.00 Misc. (Printing, Advertising, etc.) 206.61 TOTAL $171,800.02 ESTIMATED PROJECT BUDGET BALANCE $0.00 CITY COUNCIL EXHIBIT Light Up CC CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES a AEP Texas Central Company Contribution -In -Aid -Of -Construction Agreement For Electric Distribution Service City of Corpus Christi Service: GULDEN ST/ GtJLFEREEZE BLVD CORPUS CHRISTI, TX Contract #: DWHS00000220412 Work Request #: 59202445 Date: 9/24/2015 You, City of Corpus Christi (Customer) have requested AEP Texas Central Cc:tpany (Company) to 'install/construct certain electric distribution facilities thereinafter referred to as "Facilities") as follows:Retrofit b street light fixtures on 3 existing cencreto street light structures LED 130X; Retrofit 2 street light fixtures :n 2 existing u.aeden street light structures LED 130W; Install 12 Ce7rretc Street Light Structures 'ACE (CGI The cost for construction/installation of the requested Facilities will be in excess of what would normally be provided by Company at no additional cost to the Customer to initiate service. In accordance with the Company's approved Tariff, as filed with the P°sbl:.0 Utilities Commission of Texas, the Cuatomar agreaa to pay Company e one-time. non-refundable, Contribution -In -Aid -Of -Construction (,;:AC) in the amount of 77,060.S6. Tho Customer undere t ands that he/she receives no ownership or control of the Facilities by virtue of the payment of the CIRC. The Facilities installed by the Ccnpany will remain the property of the Company. The Company expressly retains the right to use said Facilities for any purpose which Company deeaa appropriate under good utility practices, including the distribution of electric service to other cuetcmer5. Company agrees to install facilities to premises identified as follows: Sandbar Ave & Gulf Breeze Blvd, Corpus Christi, Texas, and the Customer agrees to provide payment amount listed in the contract an Aid to Construction and to be ready to take electric service on or before 09/24/2015. It is understood and agreed that the Company will not begin construction/inetailation of the Facilities until full payment of the CIAC has been received by the Coepany; therefore, Cuetc:r.er understands and agrees that he/she needs to make full payment of the CIRC in sufficient time to allow for the construction/installation to be completed by the In Service Date. The pricing of the CIRC quoted herein in based on the specifics of the Cuntonsor'a requeet, including the Customer's stated In Service Date, and must he accepted by the Customer by executing and returning to the Company this Agreement by 12/23/2015 to remain valid. Should Customer alter the request for facilities, or request a delay in (or is otherwise unable to take service by the stated In service pate, the Company reserves the right to update the pricing and require an additional CIAO payment to reflect any increases in cost due to the alteration in requested facilities or the delay in taking service, or both. Nothing contained herein ehall be construed an a waiver nr relinquishment by Company of any tight it has or may hereafter have to discontinue service for default in the payment of any hill owing or to became owing hereunder or for any reason or cause allowed by law. 3y signing and returning thin Agreement, Custcrez understands and accepts the above described term and conditions. Customer By Signature: Title: Date: City of Corpus Christi Project Manager Company By Signature: Title: Date: ..'.,,.4uc. » nesse remit To: DETACH » American Electric Power Sandra Luna STUB » P.O. Box 2121 Corpus Christi, TX 78403 AND » Bill To: RETURN » City of Corpus Christi WITH » PAYMENT » Company No: 211 Contract No: DWMS00000320413 Customer No: Date: 9/24/2015 Amount Due: 77,860.96 Amount Remitted: Contract No: DWMS00000320413 Date: 9/24/2015 PRO FORMA Description Quantity UOM Init Amt Retrofit 6 street light fixtures 1.0 EA 77,860.96 on 3 existing concrete street light structures LED 130W; Retrofit 2 street light fixtures on 2 existing wooden street light structures LED 130W; Install 12 Concrete Street Light Structures 130W (UG) Customer No: Purchase Order: Net Amount 77,860.96 59202445 Amount Due: 77,860.96 AEP Texas Central Caapany Contribution -In -Aid -Of -Construction Agreement For Electric Distribution Service CITY OF CORP0S CHRISTI Service: BURLESON ST CORPUS CFHRISTI, TX Contract I: DWNSOO 00327393 work Request P 551E7682 Date: 1/0/2016 you, CITY of CORFUS CHRISTI (Customer) have requested AEP Texas Central Company (Company) to install/construct certain electric distribution facilities ;hereinafter referred to as "Facilities") AS follows:rnst311 1 new street sight fixutre5 LED 130F# on 3 Existing Hood Poles; Retrofit w existing street light fixtures on 2 existing wood poles; Install 2 :ew wccd poles with LED 13CJ?d street lights. The coat far conatructior/installation of the requested Facilities will be in excess of what would normally be provided by Company at no additional coot to the Customer to initiate service. In accordance with the Company's approved Tariff, as filed with the Public Utilities Corcmiasion of Texas, the Customer agrees to pay Company a one-time, nen-refundable, ^-ntributi.n-In-Ass sr- mstrumt:on (rIAC) in the amount of 7,375.41_ The Customer understands that he/she receives no ownorahip or control of the Facilities by virtue of the payment o: the CIAC. The Facilities installed by the Ccrpany will remain the property of the company. The Company expressly retains the right to use said Facilities for any purpose which Cc:rpany deems appropriate under goad utility practices, including the distribution of electric service to other customers. Cepany agrees to Instals facilities to premises identified as follows: Burleson St and S Shoreline Blvd, Corpus Chriati, Texas, and the Customer agrees to provide payment amount listed in contract as Aid to construction and to be ready to take electric service on or before Q1/00/2016. It is understood and agreed that the Company will not begin construction/installation of the facilities until full payment of the CIAC has been received by the Company; therefore, Customer understands and agrees that he/she needs to make full payment of the CIAC in sufficient time to allow for the construction/installation to be completed by the In Service Date. The pricing of the CIRC quoted herein is based on the specifics of the Customer's request, including the Customer's stated In Service Date, and must be accepted by the Customer by executing and returning to the Company this Agreement by 4/7/201B to remain valid. Should Customer alter the request for facilities, or request a delay in for _a otherwise unable to take service by the stated In Service Date, the Company reserves the right to update the pricing and require an additional CIAC payment to reflect any increases in cost duo to the alteration In requested facilities or the delay in taking service, or both. L'othing contained herein shall be construed as a waiver or relinquishment by Company of any right it has or may hereafter have to discontinue service for default in the payment or any bill owing or to become owing hereunder or for any reason or cause allowed by law. By signing and returning thin Agreement, Customer understands and accepts the above described terms and conditions. Customer By Signature: Title: Date: City of Corpus Christi Project Manager company By Signature: Title: Date: PLEASE » Please remit To: American Electric Power DETACH » Sandra Luna STUB » P.O. Box 2121 Corpus Christi, TX 78403 AND » Bill To: RETURN » CITY OF CORPUS CHRISTI WITH » PAYMENT » Company No: 211 Contract No: DWMS00000327393 Customer No: Date: 1/8/2016 Amount Due: 7,975.41 Amount Remitted: Contract No: DWMS00000327393 Date: 1/8/2016 PRO FORMA Customer No: Purchase Order: Description Quantity UOM Init Amt Net Amount Install 3 new street light 1.0 EA 7,975.41 7,975.41 fixutres LED 130W on 3 Existing Wood Poles; Retrofit 4 existing street light fixtures on 2 existing wood poles; Install 2 new wood poles with LED 130W street lights. 59187882 Amount Due: 7,975.41 0 (343444) 250V HS (234, 440) (275, 329) q R( d (374,268) ( 72,511) SI A CUSTOMER SERVICE -C1 -UPGRADE dlc�t��o 4/'°4 (654,310) P7 `-O i. 1 (Rn7 A171 Existing Pole 1 51612755100329 35' 5 DS506 Install LED130W Street Light on 6' Arm ESID# 10032789452221238 DS 1460-A Existing Pole 2 51613745100268 35' 5 DS500 Install LED 130W Street Light an 6' Arm ESID# 10032789452221238 DS 1460-A (754,349) 250V HS Existing Pole 5 51617545100349 35' 5 DS506 Install LED 130W Street Lights ESID# 10032789452221238 DS 1460-A Remove HPS 250W Street Lights DS1460-A 4UU'l NJ Gi SUI •'.11* 0' 100' 200' 300' COLOR CODE LEGEND FED - PEW FACILITES GREEN - EXIS Tia FAcIJ1' E8 9_UE FACUTE9 TO EE Install Pole 6 51615925100082 35' 4 DS506 Install LED 130W Street Lights ESID# 10032789452221238 DS 1460-A P5 Existing Pole 7 51616545100310 35' 6 08500 Install 87' 4 AL TD a Q �!I Cl) ▪ 0 ▪ ▪ - igi0 co Ki co • si co X Existing Pole 3 51614855100199 35' 5 DS500 Install LED 130W Street Light on 6' Arm ESID# 10032789452221238 DS1460-A Existing Pole 4 51615715100147 35' 5 DS506 Install LED 130W Street Lights ESID# 10032789452221238 DS1460-A Install 67' 4 AL TD Remove HPS 250W Street Lights DS1460-A Install Pole 8 51616945100234 35' 4 DS506 Install LED 130W Street Lights ESID# 10032789452221238 DS 1460-A TOWN: CORPUS CHRISTI 1 MANHOURS: 15.45 1 ESID#: 10032789452221238 CUSTOMER: CITY OF CORPUS CHRISTI OPS#: LOCATION: E SAUHDERS ST (US HWY59) WOY: DCP0251224 JOB DESCRIPTION: CUSTOMER SERVICE -CI -UPGRADE WKS: 59187552 ERNS: 100050 STATION 7 CIRCUITY: NUECE$ BAY PLANT/ 94C57840 OWRY: DATE REQUESTED: 9/1572015 1 DATE REQUIRED: 11/1572015 RWRA: REGION: CORPUS (DISTRICT: 155 1 CREW HQ: 11735 ACCESSIBLE: B YES D NO FIELD CHECKED: 2 YES 0 NO SCALE: 1" -100' 1 MAPS: DRAWN BY: CYNDI REYES DATE: 9115!2015 STAKED 8Y: DATE: COMP. OY: DATE: CLEARED BY: DATE COMMENTS: OFFICE(361)-881.5849 EMAIL: CREYESOAEP.COM AEP V TREE TRIMMING: D YES $ NO AES Texas Central Company Contribution -In -Aid -Of -Construction Agreement For Electric Distribution Service City of Corpus Christi Service: SRBFSIDE BLVD/ 5. SHORELINE BLVD CORPUS CHRISTI, TX Contract 1: O 1MS00000327658 Work Request S: 59201817 Date: 1/12(2016 You, City of Corpus Christi (Customer) have requested AEP Texaa Central Company (Company) to install/construct certain electric distribution facilities (hereinafter referred to as 'Facilities") as followa:Aetrofrit 2 existing structures with 3 light fixtures, LED -13011b Install 5 Concrete Street Light Poles LED 130N The cost for construction/installation of the requested Facilities will be in excess of what would normally be provided by Company at no additional cost to the Customer to initiate service. In accordance with the Company's approved Tariff, as filed with the Public Utilities Commission of Texaa, the Customer agrees to pay Ccmpany a ono -time, non-refundable, Contribution -In -Aid -Of -Construction (CIRC) in the amount of 39,311.58. The Customer understands that he/she receives no ownership or control of the Facilities by virtue of tha payment of the CIAc. The Facilities installed by the Ccnpany will remain the property of the company. The Company expressly retsina the right to use said Facilities for any purpose which Company deans appropriate under good utility practices, including the distribution of electric service to other customers. Company agrees to install facilities to premises identified as follows: Surfside a 5. Shoreline, Corpus Christi, Texas, and the Customer agrees to provide payment amount listed in contract as Aid to COnstruction and to be ready to take electric service an or before 01/12/2016. It ie understood and agreed that the. Company will not begin construction/installation of the Facilities until full payment of the CIAC has been received by the Company, therefore, Customer understands and agrees that he/she needs to make full payment of the CIAC in sufficient time to allow for the construction/installation to be completed by the re Service Date. The pricing of the CIRC quoted herein is based on the specifics of the Customer's request, including the Cu:stoaor's stated In Service Date, and must be accepted by the Cuntemer by executing and returning to the Company this Agreement by 4/11/20t6 to remain valid. Should Customer alter the request for facilities, or request a delay in (or is otherwise unable to take service by) the stated In Service Date, the Company reserves the right to update the pricing and require an additional CIRC payment to reflect any increases in cost due to the alteration in requested facilities or the delay in taking service, or both. Nothing contained herein shall be construed as a waiver or relinquishment by Company of any right it has or may hereafter have to discontinue service for default in the payment of any bill owing or to became owing hereunder or for any reason or cause allowed by law.. By signing and returning this Agreement, Customer understands and accepts the above described terms and conditions. Customer By Signature: Title: Date: City of -Corpus Christi - ( r Project Manager Company By Signature: Title: Date: PLEASE » Please remit To: American Electric Power DETACH » Sandra Luna STUB » P.O. Box 2121 Corpus Christi, TX 78403 AND » Bill To: RETURN » City of Corpus Christi WITH » PAYMENT » Company No: Contract No: Customer No: Date: Amount Due: 211 DWMS00000327658 1/12/2016 39,311.58 Amount Remitted: Contract No: DWMS00000327658 Date: 1/12/2016 PRO FORMA Customer No: Purchase Order: Description Quantity UOM Init Amt Net Amount Retrofrit 2 existing structures 1.0 EA 39,311.58 with 3 light fixtures, LED -130W; Install 5 Concrete Street Light Poles LED 130W 59201817 39,311.58 Amount Due: 39,311.58 ON elk 1VNI1FNNL1]illl NO3'd11313A3M3 =117117 6tr99-199i19Ci3Lil0 N1/11111O3 UI 03117317 MINN INN 'ANON 13A70 .AN O3 MY19 S1Oi11419 C9iYO UAW/ IONAO 1AN NMYNO %AYN I NOP .1431Y39 ON MAN IO3M33N3073111 ONO MAN 91N9t413OY NUR ION mama 1 991,131111910 1 I Od11001N OI O3L1 I11M41 9LOVLL.L 11aI111ab311 ilia 1 N LOi.LL.6103191110311 SAYO 191110 099L4799 IANYid ANN SIMIAN .9110311171 NallT19 690001191102 L191Ot691$11A1 33121139 N47NY7.371A1138 N3N014O71NUU411117430 ■er LLt 19,94170 1901 OAIN 3NI133ON4.9 /OM' 9 01231111 1NOUV901 1911410 /18111117 mum 00 AO A1191N3110181L7 9C911LLMILL900L 19OIN3 1 WNW .N11O0NNYN 1 121111113 IMANO31NMO1 7-0941.50 NEZ IZZZ59691Z£00l#O1S3 3NOD SC 1Z1.10159EEZ91.5 MOEt-031 1310d 011 1161041 7-09t4SO BEZLZZLEVOOLZE00l9011S1 0NO3 L 0PEICOISFICILL S MOC6 031 E 1 310e1 011 pe1141 1- -- N -N 1- N V] r Z.; E r N 0 U to CIL }d' GO 3-044150 BEZL2ZZ5d8•BLZEO0LOCISB ONO3 SE ls3SalscsZZ9is MOEI-031 tr 131Od 011 PISUI 7-09ELSU BEZ I.ZZ451,69/ZEN #0153 ON -03 SE 8LB03159612915 MOEI-031 Z 131Od911 maul 3-094100 eEZ 1ZZZSIB9L2E0041Q1S3 ONOO S£ IEt00LS5Z1Z919 mats-O3l S 1310d911 179v1 V-L00ZSO rar#N ,4ePunsaS 041941 965SO 5 ,5E PSL0015EZOZ914 OZL001S11161010 E al0J Ou{Isi.3 Y901. WSy 414611 Gary 40e11lad V-GRPL50 OEZL ZZZSY88LZE004410153 MOE [-031 u 0.i 00.M14 19000 pvlsu 005SO s .5C Z104015580Z94, 100d 00.0(103 V-0/110.3 uuy Y elllOfl 10000 aoaw.Oa V-09tr ISO 9LZLZZCSIBNLZEUU193IS3 MOOS -C131 500/0911 514011 190110 1191541 00500 5 s1 EL6031019100141 e ala] 6.4.1. 01 'MO C CHA0113:1 E 01 931110V3 - 3118 SairriVA 0611.7303 - F1 1 S3W73V3 M31- Ci3H ,OOE 'QNB a❑oo HO1Oo AOZ ,AOL 0 �11TP/r/fVT tl, •d LTTN SN AOC2 O 56kL'6SL, ` e016'k6�4 O vl UUe9'001) SN 0092 • ((19"0.11[) O 0 (9011094 •x 9900016616 1,2(990 94 •991 (905'004 9* Mop/ ftd.CC6t1 U 9 St (606'112) 9� 56 20:2 ( 90 0:2111 3111SJMIIS 50 6-i 10 2002 (924(991 CL 13"21. Sr ~ 1021 2-.1aOZI azgan rc91zz9) ,6020191 060905 (1112192) • rn 33V00009110 ZSOZSO SE61015181L645 1 OOmOS A 3 191 LE10102 ,1,['2,601 90 000.2 9 01 a 0)621100 911 902 (2096(61 ti ^JV 10E-6 3p(190 (0.66'6CS3 (616 'Orr) .4011 Y (96['61[11 AEP Texas Central Company Contribution -In -Aid -Df -Construction Agreement For Electric Distribution Service CITY OF CORPUS CHRISTI Service: BEACH AVE/ S. SHORELINE BLVD CARPUS CHRISIT, TX Contract 1: DWMS00000327417 work Request 1: 5$202235 Date: 1/e12016 you, CITY OF CORPUS CHRISTI (Customer) have requested AEP Texas Central Company (Company) to install/construct certain electric distribution facilities (hereinafter referred to as "Facilities') as follows:Retrofit existing street light (structure with LED 130W; IntaLl 2 Wood Street Light etructuren LED I30W (Cu): Install 4 concrete street light structures MG) 130W: Retrofit Street Light i Install 2 Flood Lights on one Existing Wood Pole The cost for construction/installation of the requested Facilities will be in except) of what would normally be provided by Company at no additional cast to the Customer to initiate service. In accordance with the Company's approved Tariff, an filed with the Public Otilitien Coamaiasion of Toxae, the Customer agrees to pay Cempany a are-tia:e, non-refundable, Contribution -In -Aid -Of -Construction (CIAO) in the amount of 24,010.46. The Customer understands that he/she receives no ownership or control or the Facilities by virtue of the payment of the cxAc. The Faciiitieo installed by the Company will remain the property of the Company. The Company expressly retains the right to use said Facilities for any purpose which Company deems appropriate under good utility practices, including the distribution of electric service to other customers. Ccopany agrees to Install Facilities to premises identified as follows: Beach Ave. and S. Shoreline, Corpus Christi, Texas, and the Customer agrees to provide payrant amountliatud in contract as Aid to Construction and to be ready to take electric service on or before 01/00/2016. It is understood and agreed that the Company will not begin construction/inetdllation of the Facilities until. lull payment of the CIAC has been received by the Coopanyt therefore, Customer under:staade and agrees that he/she needs to make full payment of the CIAC in sufficient time to allow for the construction/installation to be completed by the In Service Date. The pricing of the CIAC quoted herein is based on the specifics of the Customer's request, including the Customer's stated In Service Date, and must be accepted by the Customer by executing and returning to the Company this Agreement by 4/7/2016 to remain valid. Should Customer alter the request for facilities, or request a delay in (or is otherwise unable to take service by) the stated In Service Date, the Company reserved the right to update the pricing and require an additional CIRC payment to reflect any increases in cast due to the alteration in requested facilities or the delay in taking service, or both. Nothing contained herein sha11 be c❑nutrued as a waiver or rolinquiehmnnt by Company of any right it has or 'ay hereafter have to discontinue service for default in the payment of any bill owing or to become owing hereunder or for any reason or cause allowed by law. 5y signing and returning this Agreement. Customer understands and accepts the above described terms and conditions. Customer By Signature: Title: Date: City of Co Is Christi Project Manager 1-14- J(. Company By Signature: Title: Date: PLEASE » Please remit To: American Electric Power DETACH » Sandra Luna STUB » P.O. Box 2121 Corpus Christi, TX 78403 AND » Bill To: RETURN » CITY OF CORPUS CHRISTI WITH » PAYMENT » Company No: Contract No: Customer No: Date: Amount Due: Amount Remitted: 211 DWMS00000327417 1/8/2016 24,810.46 Contract No: DWMS00000327417 Date: 1/8/2016 PRO FORMA Customer No: Purchase Order: Description Quantity UOM Init Amt Net Amount Retrofit existing street light 1.0 EA 24,810.46 24,810.46 structure with LED 130W; Intall 2 59202235 Wood Street Light structures LED 130W (OH); Install 4 concrete street light structures (UG) 130W; Retrofit Street Light & Install 2 Flood Lights on one Existing Wood Pole Amount Due: 24,810.46 WR# 59202235 WO# DCP0251225 CORPUS CHRISTI, TX N N CY 4'1 m m 9 N J w J v w'"Lnai.d u_6 7v�'+d 4rtmn gU0) , o�� wit M w'MOIYM O 0 E V • e Mia Y � � 1 T t ti= 0 11t 0 v1 0 111 O n m tat 0 12, 0 m , Z � Q m U e �w M00) N N m N ry N LREGION: CORPUS DISTRICT: 138 f CREW HQ: 11735 1 ACCESSIBLE: K TES 0 HO f FIELD CHECKED: tt YES 0 NO 1 SCALE 1"-100' a MAPA: DRAWN SY: CYNDI REYES DATE: W21/2015 STAKED BY: DATE: COMP. SY: DATE: CLEARED BY: DATE: COMMENTS: OFFICE1351h881,5649 MAIL: CREYESC'AEP.COM AEP TREE TRIMMING: 0 YES X NO S N ". N NV' m D 60 u N O 2 O M1 p N F A' u K 6% - p z W O 1 TOWN: CORPUS CHRISTI 1 MANNOURS: 35.57 LEMMA CUSTOMER: CITY OF CORPUS CHRISTI LOCATION: BEACH AVE/ S. SHORELINE BLVD JOB DESCRIPTION: CUSTOMER SERVICE -CI -NEW SERVICE STATtON I CIRCUITS: NUECES BAY PLANT/ 94CS7840 HOATS REQUESTED: 972112515 1 DATE REQUIRED: 1112112015 COLOR CODE LEGEND 0 � 4 m • Corpus Chr'sti Capital Programs Light Up CC North Beach Council Presentation April 12, 2016 Location Map a 1c l i��na S}m.r Ay,ii Project Location Harbor fridge IH 37 --- Corp Christi �pv Mo�yen n a4 a Corpus Chr sti Capital Programs 2 Vicinity Map Corpus Chr sti Capital Programs North Beach Project Locations 3 Project Scope Corpus Chrsti Capital Programs This is part of the "Light Up CC" to improve lighting for better public safety and reduced crime for areas of Downtown, Uptown, Sea District and North Beach. • Funding is from the Parking Improvement Fund • 47 light fixture upgrades will be completed by AEP as follows: ✓ Retrofit of 17 existing fixtures with new LED fixtures ✓ 3 new LED light fixtures on existing wood poles ✓ 4 new wood poles with new LED light fixtures ✓ 21 new concrete poles with new LED light fixtures ✓ 2 new flood lights for safety on an existing pole A previous Light Up CC project on Leopard from Crosstown to Upper Broadway is near completion for 26 new or retrofitted LED fixtures. Corpus Chr sti Capital Programs Questions? 5 AGENDA MEMORANDUM First Reading for the City Council Meeting of April 12, 2016 Second Reading for the City Council Meeting of April 19, 2016 DATE: April 6, 2016 TO: Ronald L. Olson, City Manager THRU: Mark Van Vleck, P. E., Assistant City Manager of Public Works and Utilities markvv@cctexas.com (361) 826-3082 Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: Jeffrey H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Leopard Street (From Rose Street to Pierpont Street) - Parking Prohibition CAPTION: Ordinance amending the Code of Ordinances, Chapter 53, Section 53-252 Schedule 111 — Parking prohibited at all times on certain streets by adding Leopard Street, south side, from Rose Street to Pierpont Street. PURPOSE: This ordinance would prohibit parking at all times along south side of Leopard Street (3100 block) from Rose Street to Pierpont Street. BACKGROUND AND FINDINGS: The Corpus Christi Fire Department (CCFD) requests prohibited parking in front of Fire Station No. 5 located at 3105 Leopard Street. Safe transit of emergency vehicles exiting and entering the Fire Station is blocked by parked vehicles whenever events are held at the adjacent Buccaneer Stadium. The CCFD's frontage along Leopard is also blocked during street events such as the Buc Day Parade. City Traffic Engineer recommends prohibited parking for better public safety. The inconvenience to residents, businesses, and Roy Miller High School is negligible. The City's Traffic Engineering Division distributed letters to affected property owners and invited them to voice their input at the City's Transportation Advisory Commission (CTAC) meeting. No objections were raised. City Transportation Advisory Commission (CCTAC) reviewed the item on its October 26, 2015, meeting. CTAC recommended the parking prohibition approval. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This item conforms to the City Charter requirements to amend the Code of Ordinances. EMERGENCY / NON -EMERGENCY: DEPARTMENTAL CLEARANCES: Transportation Advisory Commission, Street Operations FINANCIAL IMPACT: ❑ 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 BALANCE Comments: None RECOMMENDATION: Staff recommends approval of this ordinance amendment. LIST OF SUPPORTING DOCUMENTS: Presentation Ordinance Location Map Ordinance amending the Code of Ordinances, Chapter 53, Section 53-252 Schedule III — Parking prohibited at all times on certain streets by adding Leopard Street, south side, from Rose Street to Pierpont Street Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. City Code of Ordinances, Chapter 53 Traffic, Article VIII Schedules, Section 53-252 Schedule III – Parking prohibited at all times on certain streets is revised to add Leopard Street, south side, from Rose Street to Pierpont Street. "Sec. 53-252. - Schedule III—Parking prohibited at all times on certain streets. In accordance with section 53-172 and when signs are erected giving notice thereof, no person shall at any time park a vehicle upon any of the following described streets or parts of streets: Leopard Street, both sides, between Up River Road and Oliver Courts. (Ord. No. 11059, § 1, 9-6-1972) Leopard Street, from the intersection of Port Avenue and Leopard Street westward to the intersection of Kennedy Avenue and Leopard Street. (Ord. No. 11413, § 1, 4-4-1973) Leopard Street, south side, from Rose Street to Pierpont Street. 11 SECTION 2. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof 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 , 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre That the foregoing ordinance was read for the second time and passed finally on this the day of , 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Michael Hunter Mark Scott Chad Magill Carolyn Vaughn Colleen McIntyre PASSED AND APPROVED, this the day of , 2016. ATTEST: Rebecca Huerta City Secretary Nelda Martinez Mayor Leopard Street Parking Prohibition CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Corpus chr sti Engineering Leopard Street - Parking Prohibition Council Presentation April 12, 2016 Vicinity Map Corpus Chr ski Engineering 6 N4eces .._ DSS "s M r sS} ® 11i37 . 4- �m 9�r�G Leopard St. x; -. 4are 0 4 PROJECT LOCATION Lou St m"'t' I. o 4 P. m! xrn Maly St Ruh St BUto'd St Nsvlgeit J D i n.a=r, K W 0 Lipan S XPi w 0 SS V - Mari St Colman Aro Buford St 2 Location Map Corpus Chr ski Engineering PROPOSED NO PARKING E1WEEN ROSE ST. & PIERPONT ST. FOPARD ST- -. �7n es _ee MILLER HIGH SCHOOL PARKING LOT RUCCANEFR STADIU This Ordinance proposes to prohibit parking at all times on Leopard Street, between Rose Street and Pierpont Street, in front of Fire Station No. 5 at 3105 Leopard Street. Corpus Chr ski Engineering QUESTIONS? 4 AGENDA MEMORANDUM First Reading for the City Council Meeting of April 12, 2016 Second Reading for the City Council Meeting of April 19, 2016 DATE: March 11, 2016 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Authorization for the Issuance of General Improvement Refunding Bonds CAPTION: Ordinance authorizing the issuance of one or more series of "City of Corpus Christi, Texas General Improvement Refunding Bonds", as further designated by series, in an aggregate principal amount not to exceed $23,610,000, levying a continuing direct annual ad valorem tax, within the limitations prescribed by law, for the payment of the bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement, a purchase contract, and an escrow agreement; complying with the letter of representations on file with the depository trust company; delegating the authority to certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. PURPOSE: The City plans on refunding any callable, outstanding general obligation bonds for savings. BACKGROUND AND FINDINGS: The City plans on refunding any callable, outstanding general obligation bonds for savings. This currently equates to $23,610,000 in six outstanding series of bonds. Three of the six eligible series are the outstanding notes and bonds related to the Texas Military Preparedness Commission (TMPC)/Texas Public Finance Authority (TPFA). If these eligible outstanding bonds are refunded at today's interest rate, a net present value savings of approximately $1.0 million (or 10.05%) would be realized. The remaining three eligible issues are estimated to generate a net present value savings of approximately $744,000 (or 3.54%) with today's interest rates. This action is in compliance with Section 10.3 of the City's Debt Management Policy that outlines a minimum net present value savings threshold of 2.5% for consideration of a bond refunding. The actual amount to be refunded for this transaction, however, will be determined at the time of pricing. Because of the fluctuating conditions in the municipal bond market, our financial advisor has recommended that the City Council delegate to the City Manager, Deputy City Manager, and the Director of Financial Services (the "Delegated Officials") the authority to effect the sale of the bonds subject to the following parameters: (1) the principal amount in total of all bonds sold may not exceed $23,610,000; (2) none of the bonds shall bear interest at a rate greater than 6% per year; and (3) the bonds must have a rating issued by a nationally recognized municipal securities ratings organization in one of the four highest rating categories. The $23,610,000 represents the principal amount of all general obligation bonds currently outstanding that are eligible to be refunded. The actual amount that will be refunded will be determined at the time of pricing. Also, the City's bond counsel has confirmed that the City can delegate the sale of the bonds to the Delegated Officials in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: Issuance of municipal obligations are exempted from the City's charter provision regarding dual reading and/or emergency adoption provisions pursuant to the provisions of Section 1201.028, as amended, Texas Government Code. DEPARTMENTAL CLEARANCES: • Financial Services Department • Bond Counsel • City Attorney's Office FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - - - - Encumbered/Expended amount of (date) - - - - This item - $ 23,610,000 - $ 23,610,000 BALANCE - $ 23,610,000 - $ 23,610,000 FUND(S): CIP Fund (number to be determined after bond sale) COMMENTS: The amount of the refunding will be known at the time of pricing. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance DRAFT 3/21/16 ORDINANCE NO. AUTHORIZING THE ISSUANCE OF ONE OR MORE SERIES OF "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS", AS FURTHER DESIGNATED BY SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $23,610,000, LEVYING A CONTINUING DIRECT ANNUAL AD VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT, A PURCHASE CONTRACT, AND AN ESCROW AGREEMENT; COMPLYING WITH THE LETTER OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) has heretofore issued, sold, and delivered, and there are currently outstanding obligations in the aggregate original principal amount of $23,610,000 being the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance (collectively, the Refunded Obligations); and WHEREAS, the City Council intends to issue an aggregate principal amount of $ in general improvement refunding bonds the proceeds of which will be utilized to provide for the (i) refunding of the Refunded Obligations and (ii) payment of the costs of issuance of the general improvement refunding bonds; and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code (the Act), the City Council is authorized to issue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit, when made in accordance with the Act, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, the Act permits that the deposit of the proceeds from the sale of the refunding bonds be deposited directly with any designated escrow agent which is not the depository bank of the City; and WHEREAS, when firm banking arrangements have been made for the payment of principal of and interest to the stated maturity or redemption dates of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose 27034960.5 of receiving payment from the funds provided for such purpose and may not be included in or considered to be an indebtedness of the City for the purpose of a limitation on outstanding indebtedness or taxation or for any other purpose; and WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas currently serves as the paying agent for certain of the Refunding Candidates (hereinafter defined), Wells Fargo Bank, National Association, Minneapolis Minnesota currently serves as the paying agent for certain of the Refunding Candidates, and BOKF, NA, Austin, Texas currently serves as the paying agent for the remainder of the Refunding Candidates; and WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (which is not the depository bank of the City) is hereby appointed as the Escrow Agent (hereinafter defined) and The Bank of New York Mellon Trust Company, N.A., Dallas, Texas to serve as Paying Agent/Registrar (hereinafter defined) for the general improvement refunding bonds; and WHEREAS, the City Council also hereby finds and determines that the Refunded Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20) years from the date of the refunding bonds herein authorized and issued to restructure the City's debt service and associated tax rates in the coming years, and such refunding will result in a net present value benefit of $ ( %) and a gross savings of $ of the City's cash contribution of $ ; and , exclusive WHEREAS, the City Council hereby finds and determines, pursuant to the authority provided by the Act, to delegate to the Authorized Officials (hereinafter defined) the authority to execute an Approval Certificate, to approve the final terms of the refunding bonds issued hereunder, and to identify those Refunding Candidates to be included in Schedule I as the Refunded Obligations is in the best interest of the District; and WHEREAS, the City Council hereby finds and determines that the issuance of the general improvement refunding bonds for the purpose of refunding the Refunded Obligations is in the best interests of the residents of the City, now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: SECTION 1. Authorization - Designation - Principal Amount - Purpose — Dated Date. General improvement refunding bonds of the City, in one or more series, shall be and are hereby authorized to be issued in the aggregate principal amount of THOUSAND AND NO/100 DOLLARS ($ ), to be designated and bear the title of "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2016" (the Bonds), for the purpose of providing funds for the (i) discharge and final payment of the Refunded Obligations and (ii) payment of the costs of issuance of the Bonds, all in conformity with the laws of the State of Texas, particularly the Act, and Chapter 1371, as amended, Texas Government Code (Chapter 1371) an ordinance adopted by the City Council on April 19, 2016, and the City's Home Rule Charter. 27034960.5 -2- As authorized by the Act and Chapter 1371, each Authorized Official is hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering each series of Bonds authorized herein and carrying out the procedures specified in this Ordinance, including the following: (1) Aggregate principal amount of each maturity of the Bonds; (2) Rate of interest to be borne on the principal amount of each maturity; (3) Interest payment dates; (4) Extraordinary, optional, and/or mandatory redemption provisions; (5) Pricing of each series of Bonds, including use of premium, discount, underwriters' compensation, and costs of issuance; (6) Underwriting syndicate for each series of Bonds, including the identification of the senior and book running manager and co -managers, respectively, for each such series; (7) Dated Date (hereinafter defined); (8) Selection of the Refunded Obligations from the Refunding Candidates for each series of Bonds; (9) Further designation of each series of Bonds by year issued and the number of similarly -secured series of bonds issued during the then -current calendar year; and (10) Selection of the bond insurer, if any, with respect to any series of Bonds, if determined by an Authorized Official to be advantageous to the City. Each series of Bonds issued under this Ordinance shall be issued within the following parameters: (1) The total principal amount of all series of Bonds issued hereunder shall not exceed $23,610,000; (2) The maximum maturity for any series of Bonds issued hereunder shall be March 1, 2029; (3) On a combined basis by series (and not on a per maturity basis within a series), the true interest cost (as determined by federal arbitrage yield) applicable to any series of Bonds issued hereunder shall not exceed a rate greater than 6.00% per annum; and (4) The refunding of the Refunded Obligations shall result in a net present value benefit to the City of not less than 3.00%, excluding the City contribution and costs 27034960.5 -3- of issuance measured on the basis of those Refunding Candidates being refunded by a particular series of Bonds. The execution of an Approval Certificate relating to a series of Bonds issued hereunder shall evidence the sale date of the Bonds by the City to the Purchasers (hereinafter defined) in accordance with the provisions of Chapter 1371. It is further provided, however, that notwithstanding the foregoing provisions, no series of Bonds shall be delivered unless prior to their initial delivery, such series of Bonds has been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371. Upon execution of an Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms applicable to a series of Bonds. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates — Dated Date. The Bonds are issuable in fully registered form only, without coupons; shall be dated , 20 (the Dated Date) and shall be issued in denominations of $5,000 or any integral multiple thereof (within a Stated Maturity), shall be lettered "R" and numbered consecutively from One (1) upward, and principal shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Dated Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or to Stated Maturity, at the per annum rates, while Outstanding (hereinafter defined), in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (%) 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 27034960.5 -4- The Bonds shall bear interest on the unpaid principal amounts from the Dated Date or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360 -day year of twelve 30 -day months). Interest on the Bonds shall be payable on March 1 and September 1 in each year (each, an Interest Payment Date), commencing September 1, 2016, while the Bonds are Outstanding. SECTION 3. Payment of Bonds - Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable, without exchange or collection charges to the Holder (hereinafter defined), appearing on the registration and transfer books maintained by the Paying Agent/Registrar (hereinafter defined), in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of, premium, if any, and interest on the Bonds shall be without exchange or collection charges to the Holder of the Bonds. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached hereto, in substantially final form, as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and shall be authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which notice shall also give the address of the corporate office of the successor Paying Agent/Registrar. Principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (hereinafter defined) for purposes of payment of interest on the Bonds, (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof upon redemption of the Bonds or at the Bonds' Stated Maturity, and (iii) on any other date for any other purpose. The City and the 27034960.5 -5- Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder of a Bond appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Mandatory Redemption. The Bonds stated to mature on March 1, 20 and March 1, 20, are referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: 27034960.5 Term Bonds Stated to Mature on March 1, 20 Term Bonds Stated to Mature on March 1, 20 , Principal Principal Year Amount ($) Year Amount ($) -6- *Payable at Stated Maturity B. The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. C. Optional Redemption. The Bonds having Stated Maturities on and after March 1, 20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on March 1, 20 , or on any date thereafter, in whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. D. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the governing body of the City. E. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. F. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, the Paying Agent/Registrar shall cause a notice of redemption shall be sent by United States mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state 27034960.5 -7- that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on the Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. G. Transfer/Exchange of Bonds. Neither the City nor the Paying Agent/Registrar shall be required (i) to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds or (ii) to transfer or exchange any Bond selected for redemption, provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5. Execution - Registration. The Bonds shall be executed on behalf of the City by its Mayor or Mayor Pro Tem under the seal of the City reproduced or impressed thereon and attested by its City Secretary. The signature of any of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. 27034960.5 -8- SECTION 6. Registration - Transfer - Exchange of Bonds - Predecessor Bonds. A Security Register relating to the registration, payment, transfer, or exchange of the Bonds shall at all times be kept and maintained by the City at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each Holder of the Bonds issued under and pursuant to the provisions of this Ordinance. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds executed on behalf of, and furnished by, the City of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver new Bonds executed on behalf of, and furnished by, the City to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Bonds", evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7. Initial Bond. The Bonds herein authorized shall be issued initially either (i) as a fully registered Bond in the total principal amount of $ with principal 27034960.5 -9- installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully registered Bond for each year of Stated Maturity in the applicable principal amount, interest rate, and denomination and to be numbered consecutively from T-1 and upward (the Initial Bond) and, in either case, the Initial Bond shall be registered in the name of the Purchasers or the designee thereof. The Initial Bond shall be the Bond submitted to the Office of the Attorney General of the State of Texas for approval and certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas. At any time after the delivery of the Initial Bond to the Purchasers, the Paying Agent/Registrar, upon written instructions from the Purchasers, or the designee thereof, shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of like kind and denominations, Stated Maturities, principal amounts, and bearing applicable interest rates, and shall be lettered "R" and numbered consecutively from one (1) upward, for transfer and delivery to the Holders named and at the addresses identified therefor; all pursuant to and in accordance with and pursuant to such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Bonds, the Registration Certificate of Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends and any reproduction of an opinion of Bond Counsel) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. 27034960.5 [The remainder of this page intentionally left blank] -10- B. Form of Definitive Bond. REGISTERED REGISTERED NO. PRINCIPAL AMOUNT $ Dated Date: , 20 United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BOND, SERIES 2016 REGISTERED OWNER: PRINCIPAL AMOUNT: Interest Rate: Stated Maturity: CUSIP NO: The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above (the Holder), or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount stated above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof (computed on the basis of a 360 -day year of twelve 30 -day months) from the Dated Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, while Outstanding, at the per annum rate specified above; such interest being payable on March 1 and September 1 in each year (each, an Interest Payment Date), commencing September 1, 2016. Principal and premium, if any, of this Bond shall be payable to the Holder, upon its presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or its successor. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding the Interest Payment Date. All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. 27034960.5 -11- This Bond is one of the series specified in its title issued in the aggregate principal amount of $ (the Bonds) pursuant to an ordinance adopted by the governing body of the City on April 19, 2016 (the Ordinance), for the purpose of providing funds for the (i) discharge and final payment of the Refunded Obligations and (ii) payment of the costs of issuance of the general improvement refunding bonds, under and in strict conformity with the laws of the State of Texas, particularly Chapters 1207 and 1371, as amended, Texas Government Code, and the City's Home Rule Charter. As specified in the Ordinance, the Bonds stated to mature on March 1, 20 and March 1, 20 , are referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on in each of the years as set forth below: Term Bonds Stated to Mature on March 1, 20 , Term Bonds Stated to Mature on March 1, 20 , Principal Principal Year Amount ($) Year Amount ($) *Payable at Stated Maturity The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. As specified in the Ordinance, the Bonds having Stated Maturities on and after March 1, 20 , shall be subject to redemption prior to Stated Maturity at the option of the City, on March 1, 20 , or on any date thereafter, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par, together with accrued interest to the date of redemption, and upon thirty (30) days prior written notice being given by United States mail, first-class postage prepaid, to Holders of the Bonds to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and, if 27034960.5 -12- less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if the money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Bond is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty-five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are payable from the proceeds of an annual ad valorem tax levied within the limitations prescribed by law upon all taxable property within the City. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to its Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions thereof. Capitalized terms used herein have the same meanings assigned in the Ordinance. As provided in the Ordinance and subject to certain limitations contained therein, this Bond is transferable on the Security Register of the City, upon surrender of this Bond for transfer at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall 27034960.5 -13- be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to or in the issuance of this Bond in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that the issuance of this Bond does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. 27034960.5 [The remainder of this page intentionally left blank] -14- IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) 27034960.5 [The remainder of this page intentionally left blank] -15- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) * Note to Printer: Not to appear on printed Bonds D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within -mentioned Ordinance; the Bond or Bonds of the above -entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Bonds. 27034960.5 -16- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: F. Initial Bond. The Initial Bond shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (i) immediately under the name of the bond the headings "Interest Rate" and "Stated Maturity" shall both be completed "as shown below"; (ii) the first two paragraphs shall read as follows: REGISTERED OWNER: AND NO/100 DOLLARS PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above (the Holder), or the registered assigns thereof, on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: 27034960.5 Years of Principal Interest Stated Maturity Amounts ($) Rates (%) (Information to be inserted from schedule in Section 2 hereof). -17- (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal installments hereof from the Dated Date, or from the most recent interest payment date to which interest has been paid or duly provided, to the earlier of redemption or Stated Maturity, at the per annum rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on March 1 and September 1 of each year (each, an Interest Payment Date) commencing September 1, 2016. Principal of this Bond shall be payable to the Holder hereof, upon presentation and surrender, to Stated Maturity or prior redemption, at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding an Interest Payment Date. All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers, the Definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the insurer. SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 20 and 37 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Authorized Officials shall mean the City Manager of the City, the Deputy City Manager of the City, and the City's Director of Financial Services. B. The term Bond Fund shall mean the special fund created and established by the provisions of Section 10 of this Ordinance. C. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2016" authorized by this Ordinance. 27034960.5 -18- D. The term City shall mean City of Corpus Christi, located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the City Council of the City. E. The term Closing Date shall mean the date of physical delivery of the Initial Bond in exchange for the payment in full by the Purchasers. F. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. G. The term Depository shall mean an official depository bank of the City. H. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. I. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. J. The term Interest Payment Date shall mean the date interest is payable on the Bonds, being March 1 and September 1 of each year, commencing September 1, 2016, while any of the Bonds remain Outstanding. K. The term Ordinance shall mean this ordinance adopted by the City Council of the City on April 19, 2016. L. The term Outstanding when used in this Ordinance with respect to Bonds shall mean, as of the date of determination, all Bonds issued and delivered under this Ordinance, except: 27034960.5 -19- (1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Bonds for which payment has been duly provided by the City in accordance with the provisions of Section 17 of this Ordinance; and (3) those Bonds that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 17 of this Ordinance. M. The term Purchasers shall mean the initial purchasers of the Bonds named in Section 17 of this Ordinance. N. The term Refunding Candidates shall mean the following District obligations from which the Refunded Obligations are selected by an Authorized Official: (1) "City of Corpus Christi, Texas General Improvement Bonds, Series 2007A", dated March 15, 2007, in the original principal amount of $31,145,000 and maturing on March 1 in each of the years 2018 and 2019 in the aggregate principal amount of $3,225,000; (2) "City of Corpus Christi, Texas General Improvement Bonds, Series 2009", dated April 15, 2009, in the original principal amount of $88,725,000 and maturing on March 1 in each of the years 2019 and 2020 in the aggregate principal amount of $8,300,000; and (3) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2009", dated July 15, 2009, in the original principal amount of $8,460,000 and maturing on March 1 in each of the years 2020 through 2029 in the aggregate principal amount of $4,835,000; and (4) "City of Corpus Christi, Texas Combination Tax and Utility System Revenue Certificates of Obligation, Series 2007", dated March 1, 2007, in the original principal amount of $8,460,000 and maturing on September 1, 2025 and September 1, 2026 in the aggregate principal amount of $1,005,000; and (5) "City of Corpus Christi, Texas General Improvement Bonds, Series 2007", dated March 1, 2007, in the original principal amount of $6,985,000 and maturing on September 1 in each of the years 2018 through 2026 in the aggregate principal amount of $2,290,000; and (6) "City of Corpus Christi, Texas Tax Notes, Series 2015", dated March 1, 2015, in the original principal amount of $5,090,000 and maturing on September 1 in each of the years 2017 through 2021 in the aggregate principal amount of $3,955,000. O. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on March 1 of each year as set forth in Section 2 of this Ordinance. 27034960.5 -20- SECTION 10. Bond Fund; Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption, and retirement of the Bonds, there shall be and is hereby created a special fund to be designated "GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2016 INTEREST AND SINKING FUND" (the Bond Fund), which Bond Fund shall be kept and maintained at the Depository, and money deposited in such Bond Fund shall be used for no other purpose and shall be maintained as provided in Section 20. Authorized Officials of the City are hereby authorized and directed to make withdrawals from the Bond Fund sufficient to pay the principal of, premium, if any, and interest on the Bonds as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Bond Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Bonds, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Bonds. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund created and established pursuant to the provisions of this Ordinance may, at the option of the City. be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book -entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any fund will be available at the proper time or times. All interest and income derived from deposits and investments in such fund shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 11. Tax Levy — Deposits to Bond Fund — Surplus Bond Proceeds. To provide for the payment of the Debt Service Requirements on the Bonds being (i) the interest on the Bonds and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the fiscal year commencing October 1, 2016 and each succeeding year thereafter while the Bonds or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars' valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and 27034960.5 -21- collected shall be paid into the Bond Fund and are thereafter pledged to the payment of the Bonds. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and other obligations of the City. The City hereby covenants and agrees to cause to be deposited in the Bond Fund prior to a principal and interest payment date for the Bonds, from the annual levy of an ad valorem tax or from other lawfully available funds, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Bonds as the same accrues or matures or comes due by reason of Stated Maturity. Accrued interest, if any, received from the Purchasers of the Bonds, along with any taxes collected pertaining to the Refunded Obligation, after the Closing Date, shall be deposited to the Bond Fund and ad valorem taxes levied and collected for the benefit of the Bonds shall be deposited to the Bond Fund. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sum otherwise required to be deposited in the Bond Fund from ad valorem taxes. SECTION 12. Security for Funds. All money on deposit in the funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such funds shall be used only for the purposes permitted by this Ordinance. SECTION 13. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 14. Notices to Holders — Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to 27034960.5 -22- the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 15. Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 16. Mutilated, Destroyed, Lost, and Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. 27034960.5 -23- The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 17. Sale of Bonds — Authorization of Purchase Contract — Official Statement Approval. The Bonds authorized by this Ordinance are hereby sold to , , as the authorized representative of a group of underwriters (the Purchasers, and having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract dated , 2016 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Bond shall be registered in the name of . The pricing and terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. Each Authorized Official is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by any Authorized Official), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated , 2016, in the reoffering, sale and delivery of the Bonds to the public. The Mayor, Mayor Pro Tem, and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City and constitute the Official Statement authorized for distribution and use by the Purchasers. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. SECTION 18. Escrow Agreement Approval and Execution; Proceeds of Sale; Contribution by City. The Escrow and Trust Agreement, dated as of April 19, 2016, to be effective upon the initial delivery of the Bonds to the Purchasers (the Agreement) between the City and The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Escrow Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be executed by the Mayor, Mayor Pro Tem, and City Secretary and on behalf of the City and as the 27034960.5 -24- act and deed of this City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Agreement herein approved. Furthermore, any Authorized Official, or any combination thereof, and Bond Counsel, in cooperation with the Escrow Agent, are hereby authorized and directed to make the necessary arrangements for the purchase of the Federal Securities referenced in the Agreement and the initial delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT REFUNDING BOND SERIES 2016 ESCROW FUND" (the Escrow Fund), including the execution of the subscription forms for the purchase and issuance of the "United States Treasury Securities - State and Local Government Series", if any, for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and the Agreement. Immediately following the delivery of the Bonds, the proceeds of sale along with a cash contribution, if any, from the City (less certain costs of issuance, and accrued interest, if any, received from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Agreement. The proceeds of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be disbursed for payment of costs of issuance and deposited with the place of payment (of the Refunded Obligations) in an account in the name of the City and applied for the purposes of providing for the payment of the costs and expenses incurred in connection therewith or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from and Authorized Official. SECTION 19. Redemption of Refunded Obligations. Certain of the Refunded Obligations referenced in the preamble hereof become subject to redemption prior to their stated maturities at the price of par, premium, if any, and accrued interest to the date of redemption. The Mayor shall give written notice to the respective paying agent/registrar for the Refunded Obligations and the Escrow Agent that all of the Refunded Obligations have been called for redemption, and the City Council orders that such obligations are called for redemption on the dates set forth on Schedule I attached to this Ordinance, and such order to redeem the Refunded Obligations on such dates shall be irrevocable upon the delivery of the Bonds. Copies of the notices of redemption pertaining to the Refunded Obligations are attached to this Ordinance as Exhibit D and are incorporated herein by reference for all purposes. The respective paying agent for each series of Refunded Obligations is authorized and instructed to provide notice of these redemptions to the holders of the Refunded Obligations in the form and manner described in the respective ordinances authorizing the issuance of the applicable series of Refunded Obligations. SECTION 20. Covenants to Maintain Tax -Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. 27034960.5 -25- Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Bonds has the meaning set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds (including property financed with Gross 27034960.5 -26- Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds (including property financed with Gross Proceeds of the Refunded Obligations), other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or - pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent that it will not cause the Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such Investment the Yield on any Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: 27034960.5 -27- (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. 27034960.5 -28- J. Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the Bonds were issued, the City reasonably expected to spend at least 85% of the spendable proceeds of such bonds within three (3) years after such bonds were issued. (2) Not more than 50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of four (4) years or more. K. Qualified Advance Refunding. The Bonds are issued, in part, to refund the Refunded Obligations set forth on Schedule I hereto, and the Bonds will be issued more than 90 days before the redemption of a portion of the Refunded Obligations. The City represents as follows: (1) The Bonds are the "first advance refunding" of any original bonds issued after 1985 and are the "first or second advance refunding" of any original bonds issued before 1986, both within the meaning of section 149(d)(3) of the Code. (2) The Refunded Obligations are being called for redemption, and will be redeemed: (i) in the case of Refunded Obligations issued after 1985, not later than the earliest date on which such bonds may be redeemed and on which the City will realize present value debt service savings (determined without regard to administrative expenses) in connection with the issuance of the Bonds; and (ii) in the case of Refunded Obligations issued before 1986, not later than the earliest date on which such issue may be redeemed at par or at a premium of 3 percent or less and on which the City will realize present value debt service savings (determined without regard to administrative expenses) in connection with the issuance of the Bonds. (3) The initial temporary period under section 148(c) of the Code will end: (i) with respect to the proceeds of the Bonds used to refund the Refunded Obligations not later than 30 days after the date of issue of such Bonds; and (ii) with respect to proceeds of the Refunded Obligations on the Closing Date if not ended prior thereto. (4) On and after the date of issue of the Bonds, no proceeds of the Refunded Obligations will be invested in Nonpurpose Investments having a Yield in excess of the Yield on such Refunded Obligations. (5) The Bonds are being issued for the purposes stated in the preamble of this Ordinance. There is a present value savings associated with the refunding. In the issuance of the Bonds the City has: (i) neither issued more bonds, nor issued bonds earlier, and will not allow bonds to remain outstanding longer, than reasonably necessary to accomplish the governmental purposes for which the Bonds were issued; (ii) not employed an "abusive arbitrage device" within the meaning of Section 1.148-10(a) of the Regulations; and (iii) not employed a "device" to obtain a material financial advantage based on arbitrage, within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. 27034960.5 -29- L. Elections. The City hereby directs and authorizes any Authorized Official, or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 21. Control and Custody of Bonds. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas including the printing and supply of definitive Bonds and shall take and have charge and control of the Initial Bond pending its approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery thereof to the Purchasers. Furthermore, each Authorized Official, any or all, are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the City's Financial Advisors, Bond Counsel, and the Paying Agent/Registrar, to make the necessary arrangements for the delivery of the Initial Bond to the Purchasers and the initial exchange thereof for definitive Bonds. SECTION 22. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, and/or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case of a net defeasance, been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a gross defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. The City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 20 hereof). 27034960.5 -30- Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity or applicable redemption date of the Bonds such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 23. Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP, as Bond Counsel, approving the Bonds as to their validity, said opinion to be dated and delivered as of the date of initial delivery and payment for the Bonds. Printing of a true and correct reproduction of said opinions on the reverse side of each of the Bonds, with the appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City, is hereby approved and authorized. SECTION 24. CUSIP Numbers. CUSIP numbers may be printed or typed on the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the Bonds. SECTION 25. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 26. Ordinance a Contract — Amendments — Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City and its successors and assigns, and shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the 27034960.5 -31- Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided; however, that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 27. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar, Bond Counsel, the Purchasers, and the Holders. SECTION 28. Inconsistent Provisions. All ordinances, orders, or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 29. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 30. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 31. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 32. Incorporation of Preamble Recitals. The recitals contained in the preamble to this Ordinance are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 33. Authorization of Paying Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement pertaining to the payment, exchange, registration, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement 27034960.5 -32- is attached hereto, in substantially final form, as Exhibit A and is incorporated herein by reference as fully as if recopied in its entirety in this Ordinance. SECTION 34. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 35. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 36. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 37. Continuing Disclosure of Information. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2016, financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 17 of this Ordinance, being the information described in Exhibit E hereto, and (2) if not provided as part such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit E hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state 27034960.5 -33- law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such financial statements becomes available. Under current Texas law, including, but not limited to, Chapter 103, as amended, Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Secretary within 180 days after the last day of the City's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; 27034960.5 -34- (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. 27034960.5 -35- UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format — Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word -searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic 27034960.5 -36- means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the SEC. SECTION 38. Book -Entry Only System. The Bonds shall initially be registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bond described in Section 7) in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit F (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to: (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds; (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption; or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that: (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter; (b) the Representation Letter shall be terminated for any reason; or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, the Depository, and DTC Participants of the availability 27034960.5 -37- within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 39. City's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law, the City hereby consents to and authorizes any Authorized Official, Bond Counsel to the City, and/or Financial Advisor to the City to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Bonds; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Bonds. SECTION 40. Delegation Authorization Pursuant to HB 1295. Though such parties may be identified, and the entry into a particular contract may be authorized herein, the City Council, pursuant to the Act and other applicable law, hereby delegates to any Authorized Official the authority to independently select the counterparty to any agreement with any paying agent/registrar, escrow agent, verification agent, rating agency, bond insurer, securities depository, or any other contract that is determined by the City Manager, the City's financial advisor, or the City's bond counsel to be necessary or incidental to the issuance of the Bonds as long as each of such contracts has a value of less than the amount referenced in Section 2252.908 of the Texas Government Code (collectively, the Ancillary Bond Contracts) and, as necessary, to execute the Ancillary Bond Contract on behalf and as the act and deed of the City. The City Council has not participated in the selection of any of the business entities which are counterparties to the Ancillary Bond Contracts. SECTION 41. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Purchase Contract, the Paying Agent/Registrar Agreement, the Agreement, and the Official Statement. In addition, prior to the initial delivery of the Bonds, 27034960.5 -38- any Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 42. Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. 27034960.5 [The remainder of this page intentionally left blank] -39- PASSED, APPROVED AND ADOPTED on the 19th day of April, 2016. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS 19th DAY OF APRIL, 2016: Miles Risley, City Attorney 27034960.5 [The remainder of this page intentionally left blank] S-1 THE STATE OF TEXAS COUNTY OF NUECES I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 19th day of April, 2016, authorizing the issuance of the City's General Improvement Refunding Bonds, of a to be determined series, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 19th day of April, 2016. (CITY SEAL) 27034960.5 S-2 City Secretary The foregoing ordinance was read for the first time and passed to its second reading on this the 12th day of April, 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza, Jr. Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Michael Hunter That the foregoing ordinance was read for the second time and passed finally on this the 19th day of April, 2016, by the following vote: Nelda Martinez Brian Rosas Rudy Garza, Jr. Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Michael Hunter PASSED AND APPROVED, this the 19th day of April, 2016. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor 27034960.5 S-3 INDEX TO SCHEDULES AND EXHIBITS Schedule I Refunded Obligations Schedule II Approval Certificate Exhibit A - Paying Agent/Registrar Agreement Exhibit B - Purchase Contract Exhibit C - Escrow Agreement Exhibit D - Notices of Redemption Exhibit E Description of Annual Financial Information Exhibit F DTC Letter of Representations 27034960.5 I-1 SCHEDULE I REFUNDED OBLIGATIONS 27034960.5 Schedule I-1 SCHEDULE II APPROVAL CERTIFICATE See Tab No. 27034960.5 Schedule II -1 27034960.5 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT See Tab No. A-1 27034960.5 EXHIBIT B PURCHASE CONTRACT See Tab No. B-1 27034960.5 EXHIBIT C ESCROW AGREEMENT See Tab No. C-1 27034960.5 EXHIBIT D NOTICES OF REDEMPTION See Tab No. D-1 EXHIBIT E DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 37 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the City appended to the Official Statement as Appendix C, but for the most recently concluded fiscal year. (2) All quantitative financial information and operating data with respect to the City of the general type included in Appendix A to the Official Statement under the headings "Debt Payable From Taxes", "General Fund Balances", "Ad Valorem Taxes", and "The Tax Increment Financing Act". Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 27034960.5 E-1 27034960.5 EXHIBIT F DTC LETTER OF REPRESENTATIONS See Tab No. F-1 AGENDA MEMORANDUM Future Item for the City Council Meeting of April 12, 2016 Action Item for the City Council Meeting of April 19, 2016 DATE: March 11, 2016 TO: Ronald L. Olson, City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Appointment of Financial Advisor for Issuance of General Improvement Refunding Bonds CAPTION: Motion authorizing the appointment of M. E. Allison, & Co., as Financial Advisor for one or more series of "City of Corpus Christi, Texas General Improvement Refunding Bonds" in an aggregate principal amount not to exceed $23,610,000. PURPOSE: The City plans on refunding any callable, outstanding general obligation bonds for savings. Currently, there is potentially over $23,610,000 of outstanding general obligation bonds that may be considered. BACKGROUND AND FINDINGS: Issuance of bonds requires utilization of a financing team which is made up of three parts: the financial advisor, bond counsel, and the underwriting syndicate. This agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for these transactions. See Exhibit A for the Financial Advisor's fee schedule. Fulbright & Jaworski L.L.P. is currently under contract with the City to serve as the City's bond counsel and will serve as the second part of our financing team. The third part of the financing team is the underwriters, and selection of the syndicate of underwriters from the City's pool of approved underwriters is being recommended for delegation to the City Manager, Deputy City Manager, and Director of Financial Services. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Bond Counsel • City Attorney's Office FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - - - - Encumbered/Expended amount of (date) - - - - This item - - - - BALANCE - - - - FUND(S): CIP Funds COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Exhibit A — Financial Advisor Fee Schedule (�. slaw. Jac. 1 NVESTMENT BANKERS FINANCIAL ADVISORY FEE SCHEDULE GENERAL OBLIGATION BONDS More than And Not More than $ $ 250,000 $7,500 plus $20.00 per $1,000 for all over $150,000 250,000 350,000 $9,500 plus $10.00 per $1,000 for all over $250,000 350,000 500,000 $10,500 plus $8.00 per $1,000 for all over $350,000 500,000 700,000 $11,700 plus $7.00 per $1,000 for all over $500,000 700,000 1,000,000 $13,100 plus $6.00 per $1,000 for all over $700,000 1,000,000 1,500,000 $14,900 plus $5.00 per $1,000 for all over $1,000,000 1,500,000 5,000,000 $17,400 plus $3.00 per $1,000 for all over $1,500,000 5,000,000 10,000,000 $27,900 plus $1.65 per $1,000 for all over $5,000,000 10,000,000 20,000,000 $36,150 plus $1.00 per $1,000 for all over $10,000,000 20,000,000 No Limit $46,150 plus $0.85 per $1,000 for all over $20,000,000 REVENUE BONDS AND COMBINATION TAX & REVENUE CERTIFICATES OF OBLIGATION In the event the Bonds to be issued are Revenue Bonds or Combination Tax and Revenue Certificates of Obligation, Refunding, Direct Pay Subsidy or Lease Purchase Obligations, the fee shall be the amount computed from the above schedule, plus 25%. EXHIBIT A AGENDA MEMORANDUM Future Item for the City Council Meeting of April 12, 2016 Action Item for the City Council Meeting of April 19, 2016 DATE: April 4, 2016 TO: Mayor and Council FROM: Rebecca Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Appointing Council Member Michael T. Hunter to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation CAPTION: Motion appointing City Council Member Michael T. Hunter as a board member to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation. PURPOSE: The purpose of the item is to appoint Council Member Michael T. Hunter as a board member to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation. BACKGROUND AND FINDINGS: The Coastal Bend Health Facilities Development Corporation (CBHFDC) was formed in 1984 to facilitate the financing of health care facilities through the issuance of tax-exempt revenue bonds as authorized by federal tax laws. The Coastal Bend Cultural Education Facilities Finance Corporation (CBCEFFC) was created in 2009 to replace the Coastal Bend Health Facilities Development Corporation. Since the Coastal Bend Health Facilities Development Corporation still has bonds outstanding from earlier financing, it cannot be dissolved until those bonds are either retired or refunded. Council Members are appointed to serve on both of these corporations in order to maintain continuity for both organizations until the Health Facilities Development Corporation can be dissolved. Council Member At -Large Lillian Riojas was appointed to the CBHFDC and CBCEFFC on April 21, 2015. Ms. Riojas resigned her position as a city council member effective February 24, 2016, subsequently creating vacancies on such corporations. Mr. Michael Hunter was appointed to fill the city council at -large seat vacated by Ms. Riojas on March 8, 2016. Thus, it is recommended that the Council appoint Mr. Hunter to replace Ms. Riojas on these corporations. ALTERNATIVES: None. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Housing and Community Development Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital RI Not applicable Fiscal Year: 2011- 2012 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: RECOMMENDATION: Staff is recommending approval of the Motion as presented. LIST OF SUPPORTING DOCUMENTS: None. AGENDA MEMORANDUM Future item for the City Council Meeting of April 12, 2016 Action Item for the City Council Meeting of April 19, 2016 DATE: April 4, 2016 TO: Mayor and Council FROM: Rebecca Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Appointing Council Member Michael T. Hunter to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation CAPTION: Motion appointing Council Member Michael T. Hunter as a Board Member to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation. PURPOSE: The purpose of the item is to appoint Council Member Michael T. Hunter as a board member to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation. BACKGROUND AND FINDINGS: The City has three corporations for which the City Council serves as the Board of Directors. These corporations are the Corpus Christi Community Improvement Corporations (CCCIC), the Corpus Christi Housing Finance Corporation (CCHFC), and the Corpus Christi Industrial Development Corporation (CCIDC). Of the three corporations, the Corpus Christi Community Improvement Corporation (CCCIC) is incorporated under the Texas Nonprofit Corporations Act and therefore appoints its own membership. The other two corporations, the CCHFC and CCIDC, require that the City Council make the appointments. Council Member At -Large Lillian Riojas was appointed to the CCHFC and CCIDC on January 27, 2015. Ms. Riojas resigned her position as a city council member effective February 24, 2016, subsequently creating vacancies on these corporations. Mr. Michael T. Hunter was appointed to fill the city council at -large seat vacated by Ms. Riojas on March 8, 2016. Thus, it is recommended that the Council appoint Mr. Hunter to replace Ms. Riojas on these corporations. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not Applicable. CONFORMITY TO CITY POLICY: Not Applicable. ONE READING / TWO READINGS One reading DEPARTMENTAL CLEARANCES: Legal Housing and Community Development FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital RI 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: Not Applicable RECOMMENDATION: Staff is recommending approval of the Motion as presented. LIST OF SUPPORTING DOCUMENTS: None. AGENDA MEMORANDUM Future Item for the City Council Meeting of April 12, 2016 Action Item for the City Council Meeting of April 19, 2016 DATE: February 17, 2016 TO: Ronald L. Olson, City Manager THRU: Mark Van Vleck, P. E., Assistant City Manager markvv@cctexas.com (361) 826-3082 Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: J. H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 CAPTION: Engineering Design Contract Signal Improvement and Street Lighting (Bond 2012) — Traffic Management Center Motion authorizing the City Manager, or designee, to execute a contract for professional services with Maldonado -Burkett Intelligent Transportation Systems, LLP (MBITS) of Corpus Christi, Texas in the amount of $697,785.18 to complete the design and implementation of the Traffic Signal Management Equipment in the new Traffic Management Center (TMC) (Bond 2012 Proposition 1 Signal Improvements & Street Lighting project) PURPOSE: The purpose of this Agenda Item is to obtain authority to execute a professional services contract for design of the Traffic Management Center. BACKGROUND AND FINDINGS: During the Fiscal 2015 Budget process Council approved a Street Operations Department decision package for purchase of an Automated Traffic Management System (ATMS). This system is used for management of traffic signal timing and coordination from a centralized location (a "Traffic Management Center") and replaces the on -street master controllers. Purchase of the ATMS was the first step towards developing a state-of-the-art centralized Traffic Management Center (TMC). Bond 2012 Proposition 1 included a $2,000,000 "Signal Improvements & Street Lighting" project. Creation of the new TMC is one of the activities planned under this project to "perform upgrades...and include electrical equipment to improve traffic safety and efficient traffic movement." The TMC will be located in the new Signs/Signals Building for which a separate Design -Build Contract was awarded by Council in October 2015 to Fulton/Coastcon. The building, also part of a voter approved Bond 2012 Proposition, includes a 1,000 SF section to house the new TMC in order to maximize operational efficiencies of the Street Operations Department and minimize overall construction costs. Maldonado -Burkett Intelligent Transportation Systems, LLP (MBITS) is the design engineer selected for design of the TMC under RFQ 2012-03. A previous small AE contract was issued to MBITS to develop a detailed scope and coordination of the TMC equipment and installation with building construction as well as to perform a basic inventory of City-wide traffic signals. Under the proposed contract, MBITS will perform a detailed field inventory of the traffic signal network design for 245 intersections, and 184 school zone flashers, and will identify equipment required to implement the new traffic signals/school zone flasher communications network into the new TMC. Design work also includes developing the IP (Internet protocol) addresses for all existing and planned field traffic systems to be implemented into the new TMC system. The following is a summary of the major tasks contained in this contract: • Concept of Operations — Provides written description of how the ATMS will be used in the TMC to manage traffic operations for the City. It can be used to develop performance measures to validate the ATMS. • ITS Master Plan & Communication Plan — Provides a comprehensive understanding of the City's existing communication infrastructure while providing for future traffic signal system needs with a more efficient communication system. • Operations and Maintenance Manual — MBITS will work with staff to develop a manual of operational and maintenance procedures. Other supporting documentation will be included as well as key contacts, operational procedures, maintenance procedures, and an appendix. • Advance Transportation Management System (ATMS) assistance — MBITS will work with the City in establishing ATMS protocols for various traffic situations so that the ATMS more effectively meets City needs. • Integration and Support — o MBITS will perform a field inventory of 245 intersections and 184 school zone flashers and will identify equipment needed to implement the new communications network. MBITS will also design an internet network. o MBITS will partner with Iteris for purchase and installation of equipment & software for a video wall (housing the hardware and electrical components), computer processor, TMC conference room monitors, audio system, and other miscellaneous elements for a complete project. o MBITS will perform end to end acceptance testing to ensure that all aspects of the TMC design operate per design to the City's satisfaction. A 3 -day training class will be held for all City staff users. o MBITS will provide 12 months system support upon complete system implementation. ALTERNATIVES: 1. Authorize execution of the contract. 2. Do not authorize execution of the contract. (Not Recommended) OTHER CONSIDERATIONS: Cost of individual contract tasks: TASK DOLLAR AMOUNT PERCENT of CONTRACT Concept of Operations $104,710.00 15% ITS Master Plan / Communication Plan $190,717.00 27% Operations & Maintenance Manual $42,020.00 6% Advance Transportation Mgmt. System Assistance $69,227.00 ° 10 /° Integration and Support — Equipment and Installation $105,746.00 ° 15/° Integration and Support — Warranty and Technical Support $45,116.00 6.5% Integration and Support — Testing and Training $18,226.00 ° 3 /° Additional Design Fees (Field Work, Meetings, Administrative Support) $122,023.18 17.5% Total Contract Price: $697,785.18 100% CONFORMITY TO CITY POLICY: Complies with statutory requirements for architectural and engineering contracts. Conforms to FY 2015- 2016 Street Capital Improvement Planning (CIP) Budget. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Street Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year 2015-2016 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget (This element of work only) $800,000.00 $800,000.00 Encumbered / Expended Amount 33,717.52 33,717.52 This item $697,785.18 $697,785.18 Future Anticipated Expenditures This Project 52,500.00 52,500.00 BALANCE $15,997.30 $15,997.30 Fund(s): Street Bond 2012 RECOMMENDATION: City staff recommends execution of the contract with Maldonado -Burkett Intelligent Transportation Systems, LLP for $697,785.18 for the Traffic Management Center. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Contract Amendment Form 1295 PROJECT BUDGET ESTIMATE Signal Improvement Project Traffic Management Center BOND 2012 PROJECT FUNDS AVAILABLE: Street CIP $ 800,000.00 TOTAL 800,000.00 FUNDS REQUIRED: Construction (included in contract) N/A Construction Inspection (estimate) 3% 24,000.00 Design Fees: Preliminary Engineering (Maldonado -Burkett) 33,717.52 Detailed Design and Implementation (THIS ITEM) 697,785.18 Reimbursements: Total Reimbursements 28,500.00 Contract Administration (Engineering/Finance/Capital Budget) 12,000.00 Engineering Services (Project Mgt / Constr Mgt) 16,000.00 Misc. (Printing, Advertising, etc.) 500.00 TOTAL 784,002.70 ESTIMATED PROJECT BUDGET BALANCE $ 15,997.30 Traffic Management Center CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES CITY OF CORPUS CHRISTI Engineering Design and Implementation 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 Maldonado -Burkett Intelligent Transportation Systems, LLP, a Texas limited liability partnership, 3833 South Staples Street, Suite N214, Corpus Christi, Nueces County, Texas 78411, (Consultant), hereby agree as follows: 1. SCOPE OF PROJECT Traffic Management Center (Project No. E15124) - This project includes a Communication Plan, Concept of Operations, Advance Transportation Management System Assistance, Operations and Maintenance Manual, ITS Support and Traffic Management Center (TMC) Infrastructure, Plan Layouts, Equipment, Installation and other services associated with the design or construction of the facility. This does the installation and configuration of TMC software integration at proposed facility. 2. SCOPE OF SERVICES The Consultant hereby agrees to perform services to complete the Project, as detailed in Exhibit "A". In addition, Consultant will provide monthly status updates (project progress or delays 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 Consultant (provide breakdown of costs, schedules), and written authorization is provided by the Director of Engineering Services. 3. ORDER OF SERVICES The Consultant agrees to begin work on those authorized Basic Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant 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 Engineering Services may direct the Consultant 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. Consultant shall notify the City of Corpus Christi within three (3) days of notice if tasks requested requires an additional fee. Contract for Professional Services Page 1 of 7 K:\ENGINEERING DATAEXCHANGE\ANGIEM\TRAFFIC \E15124 TRAFFIC MANAGEMENT CENTER\DETAILED DESIGN AND IMPLEMENTATION MBITS\15-1209 AE AGREEMENT.DOC 4. FEE The City will pay the Consultant a fee as described in Exhibit "A" for providing services authorized, a total fee not to exceed $697,785.18. Monthly invoices will be submitted in accordance with Exhibit "B". 5. INDEMNITY Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, or other entity, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results 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 or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. 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. 6. INSURANCE 6.1 Consultant must not commence work under this agreement until all required insurance 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. 6.2 Consultant must furnish to the Director of Engineering Services with the signed agreement 1 copies of Certificates of Insurance (COI) 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 COI. Project name and or number must be listed in Description Box of COI. Contract for Professional Services Page 2 of 7 K:IENGINEERING DATAEXCHANGE.ANGIEMITRAFFICIE15124 TRAFFIC MANAGEMENT CENTERIDETAILED DESIGN AND IMPLEMENTATION MBITS115-1209 AE AGREEMENT.DOC TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements 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 shall be outside policy limits) 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' COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory $500,000 /$500,000 /$500,000 6.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 6.4 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. Contract for Professional Services Page 3 of 7 KIENGINEERING DATAEXCHANGEIANGIEMITRAFFRC1E15124 TRAFFIC MANAGEMENT CENTERIAMENDMENT 1 MBITS115-1209 AE AGREEMENT.DOC 6.5 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. Consultant is required to provide City with renewal Certificates. 6.6 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 the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 6.7 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: 6.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy and professional liability/Errors & Omissions policy; 6.7.2 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; 6.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 6.7.4 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. 6.8 Within five (5) calendar days of a suspension, cancellation or non -renewal 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. 6.9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. Contract for Professional Services Page 4 of 7 KIENGINEERING DATAEXCHANGE ANGIEMITRAFFIC1E15124 TRAFFIC MANAGEMENT CENTERIAMENDMENT 1 MBITS115-1209 AE AGREEMENT.DOC 6.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 6.11 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 agreement. 6.12 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 7. TERMINATION OF CONTRACT The City may, at any time, with or without cause, terminate this contract upon seven days written notice to the Consultant at the address of record. In this event, the Consultant will be compensated for its services on all stages authorized based upon Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. 8. 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. 9. ASSIGNABILITY The Consultant 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 Consultant staff. If the Consultant 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 Consultant fee may be assigned in advance of receipt by the Consultant 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. 10.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 Consultant without the express written consent of the Director of Engineering Services. However, the Consultant 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. Contract for Professional Services Page 5 of 7 K4ENGINEERING DATAEXCHANGE4ANGIEM4TRAFFIC4E15124 TRAFFIC MANAGEMENT CENTER4AMENDMENT 1 MBITSN5-1209 AE AGREEMENT.DOC 11. STANDARD OF CARE Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing in the same or similar locality and under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12. DISCLOSURE OF INTEREST Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 13. CERTIFICATE OF INTERESTED PARTIES Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this contract, if required. For more information, please review the information on the Texas Ethics Commission website at https://www. ethics.state.tx. us. 14. CONFLICT OF INTEREST Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http:l/www.cctexas.comlgovernmenticity-secretarvlconflict- disclosure/index. 15. ENTIRE AGREEMENT AND CONTROLLING LAW This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. 16. CONFLICT RESOLUTION BETWEEN DOCUMENTS Consultant hereby agrees and acknowledges if anything contained in the Consultant - prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement, this Agreement shall take precedence and control to resolve said conflict. Contract for Professional Services Page 6 of 7 K:IENGINEERING DATAEXCHANGEUINGIEM5TRAFFIC\E15124 TRAFFIC MANAGEMENT CENTER.AMENDMENT 1 MBITS115-1209 AE AGREEMENT DOC CITY OF CORPUS CHRISTI J. H. Edmonds, P.E. Date Director of Engineering Services RECOMMENDED Operating Department Date APPROVED AS TO LEGAL FORM Legal Department Date 7APP VE\D %// // 4111 GA &14 0 ice of Management Da and Budget ATTEST Rebecca Huerta Date City Secretary MALDONADO-BURKETT INTELLIGENT TRANPORTATION SYSTEMS, LLP . Z./151 /4, Ramon H. Ma(onado, r., P.E. Date President-- 3833 South Staples Street, Suite N214 Corpus Christi, Texas 78411 (361) 236-4611 Office Project No. E15124 Accounting Unit: 3549-051 Account: 550950 Activity: E15124013549EXP J Account Category: 50950 V‘ .�.�I Fund Name: Street CIP Bond 2012 Encumbrance No. Contract for Professional Services Page 7 of 7 K.4ENGINEERING DATAEXCHANGESANGIEM4TRAFFIC1.E15124 TRAFFIC MANAGEMENT CENTERIAMENDMENT 1 MSITSl15-1269 AE AGREEMENT.DOC a M*LOOMAOO 141 :.1 1R\11%,...'1*1 October 29, 2015 Mr. Jeff Edmonds, P.E. Director Capital Programs 1201 Leopard Street Corpus Christi, TX 78401 Re: E15124 Traffic Management Center — Amendment No. 1 Dear Mr. Edmonds: MBITS is proposing an Amendment to proceed with the design of the Traffic Management Center. Below is a summary along with fees associated with this project. E15124 - Traffic Management Center Amendment No. 1 This proposal will include defined Tasks (see attachment) for a total of 5697,785.18. Contents This package will include a Communication Plan, Concept of Operations, Advance Transportation Management System Assistance, Operations and Maintenance Manual, ITS Support and TMC Infrastructure, plan layouts, equipment, installation and other services associated with the design or construction of the facility. This package will not include front end documents, fiber splicing or installation of conduits. Schedule Schedule is still to be determined based on award and beginning of construction of the facility by others. If you have any additional questions please let us know. Best regards. Ramon H. Maldonado Jr., P.E. cc: Jerry Shoemaker, P.E. Chris Hale, P.E. Raymond Chong, P.E. Jorge Salinas Tony Salinas 77a5 Wif StcliN v9a1t5 b.Yl) %WU.''i1 11.Sr14 i11A% •n.'4i • 011. 511 9•6 f EXHIBIT "A" Page 1 of 7 a Task A - Concept of Operations (To be Completed by MBITS) The concept of operations is the first examination of ideas for implementing Intelligent Transportation System (ITS) technologies and processes. It provides guidance and direction to transportation agencies to help ensure that subsequent actions and procurements result in the type of facilities and systems that best serve the agency's needs in a cost effective manner. It also assures that ITS operational needs are consistent with the resources and policies of the responsible agencies. The concept of operations receives input from the relationships, roles, needs, goals, plans, and programs of the responsible and implementing agency. It provides important outputs to be used in defining the type of system to be implemented; and in planning for associated operations and maintenance processes. It also supports training and documentation to ensure effective personnel performance. It considers and establishes the processes by which a City's traffic management center (TMC) will monitor and manage ITS network performance. The City of Corpus Christi plans to implement an Advanced Transportation Management System (ATMS) to operate and control traffic signals and school flashers throughout the metropolitan area. The ATMS will be managed from the City's new TMC facility. The purpose of this Concept of Operations document is to provide a description of how the ATMS will be used to manage traffic operations for the City. This document will provide a non-technical explanation of the ATMS operational concept from the viewpoints of various stakeholders. The Concept of Operations document will define the stakeholders agreement as to how ATIVIS is to be operated, which agencies (and who in within each agency) is responsible for what functions, and what lines of communication among agencies are. This document will state the high level function, system, and user requirements of the ATMS. This document can also be used to develop measures of effectiveness for validation of the ATMS. The list of elements to be in the Corpus Christi Metropolitan Area document include: Services to be provide by MBITS: 1. Operational Descriptions a. Activities b. Order of operations c. Process procedures d. Organizational structure 2. Operational Needs a. City goals and objectives b. Improvements to the existing systems 3. System Overview a. Relationships of system components b. Interfaces c. System capabilities/functions d. Goals and objectives City of Corpus Christi Traffic Management Center — Project Scope 1 EXHIBIT "A" Page 2 of 7 4. Operational and Support Environment a. Facilities b. Equipment c. Hardware/software d. Personnel e. Operational procedures f. Operational support g. Maintenance 5. Operational Scenarios a. Description of Traffic Management Center (TMC) operations from different user's perspectives for up to five scenarios ranging from normal to stress/failure conditions. See Exhibit A for related fees. Task B — Intelligent Transportation Systems (ITS) Master Plan and Communication Plan (To be Completed by MBITS) The ITS Master Plan and Communication Plan will be developed by the project team to provide a comprehensive understanding of the City's existing communication infrastructure; as well as future needs in support of the future traffic signal system network. This plan will enable the City to more efficiently and effectively use its current communication infrastructure assets; improve the cost effectiveness of providing ongoing system maintenance; and provide a methodology for future planning efforts. The report will include the following: 1. Introduction a. Purpose b. Goals and Objectives 2. Existing Communication Infrastructure a. City b. State c. County d. Police Department e. Fire Department f. Transit, Metropolitan Planning Organization (MPO) & Corpus Christi Regional Transportation Authority (CCRTA) 3. Planned Communication Infrastructure a. City City of Corpus Christi Traffic Management Center — Project Scope 2 EXHIBIT "A" Page 3 of 7 b. State (Master Plan received from State) c. County (Master Plan received from County) d. Transit, MPO & CCRTA 4. Communications Requirements a. Concept of Operations b. Communication Network Requirements i. Center to Center ii. Center to Field c. Protocols and Standards d. Design Requirements 5. Communication Alternative Analysis a. Network Architecture b. Communication Approach 6. Communication Technology Evaluation a. Fiber Optic b. Wireless c. Lease Lines 7. Implementation Plan and Schedule 8. Cost Estimate 9. Recommendations 10. City to incorporate Acyclia, an equipment software package the City is currently testing, and utilize it for analyzing traffic data and reducing congestion. 11. Map of planned future signals and ITS devices with Pan Tilt Zoom cameras, Digital Message Signs, and Bluetooth locations. 12. Description of Master ITS plans/vision See Exhibit A for related fees. City of Corpus Christi Traffic Management Center — Project Scope 3 EXHIBIT "A" Page 4 of 7 Task C — TMC Operations and Maintenance Manual (To be Completed by Iteris) The project team will develop a TMC Operations and Maintenance Manual to document operations procedures, maintenance procedures, and supporting documentation. The manual will be developed with input from City staff to help identify and document appropriate procedures. The manual will include: • Key Contacts — Defines the key contacts that interface with the TMC (e.g. emergency, key city personnel, other jurisdictions) • Operational Procedures — Defines the key functions conducted from the TMC and the operator interfaces with the TMC systems • Maintenance Procedures — Defines the routine and preventative maintenance and procedures for emergency maintenance • Appendix — Includes compilation of vendor maintenance manuals, training manuals, and warranty information See Exhibit B for related fees. Task D — Advanced Transportation Management System (ATMS) (MBITS to Assist City and Paradigm) A major component of the Concept of Operations is the section which describes ATMS activities during various operational scenarios; including interactions among agencies staff involved. This includes agency policies that may influence ATMS operations and the resources provided by each agency. Operational scenarios will be based on realistic responses to traffic operations. Some examples of this follow below: Services to be provided by MBITS. A. MBITS to conduct Stakeholder meetings. 1. Prioritize corridors See Exhibit A for related fees. Task E — Integration and Support (To be Completed by MBITS and Iteris) Later in the ATMS project development the system requirements will be created from the identified agency and user needs. The system requirements documents will then be written in more technical terms so as to be very clear and verifiable. All the agencies in the TMC will read and follow the document throughout the life of the ATMS. However the document should be updated when necessary to accurately reflect how the system actually operated and used. Task E.1 Traffic Signal System Assessment and Network Design Services to be provided by MBITS & Iteris • Task E.1.A —The MBITS Team will perform a field inventory, limiting the inventory and network design to 245 intersections and 184 school zone flashers, and identifying equipment required to implement the new network. Services to be provided by Iteris City of Corpus Christi Traffic Management Center — Project Scope 4 EXHIBIT "A" Page 5of7 • Task E.1.B — Develop an Internet Protocol (IP) Network design and IP schematic that can be used as the basis for the Traffic Network; design will be documented with the systems architecture design and IP schematic • Task E.1.0 — Develop the IP addressing for all existing and planned field systems Task E.2 —TMC Architecture and System Design To Be Completed by lteris Develop and document TMC Architecture and system design. See Exhibit B for related equipment and fees. Task E.3 —TMC Equipment Procurement and Coordination Iteris will procure and install the following equipment: • Video Wall • Visual Control Station Processor • TMC Conference Room Monitor • Miscellaneous Installation Components • Voice Mail System Option • Audio System Install equipment provided by Iteris as shown in Exhibit B. Task E.4 — Acceptance Testing and Training Services to be provided by Iteris Upon completion of Tasks E.1 -E.3, MBITS Team will conduct end to end Acceptance Testing to ensure all aspects of the design operate per design and to the city's satisfaction. Prior to any testing MBITS Team staff will complete a three-day training class for city staff. In this manner staff will have an option to oversee and participate in the testing. Task E.5 — Virtual Private Network (VPN) and Network Management Support Services to be provided by Iteris MBITS Team will provide 12 months system support once system implementation is completed. In support of this task, MBITS Team will implement a VPN with the city's TMC network to ensure that MBITS Team can provide thorough on-going maintenance support. Support is only for 12 months and only for equipment provided by the MBITS team. The 12 months of support consists of 100 hours over the 12 month period. This does not cover equipment provided by the City or other outside sources. There will be three submittals for each document (draft, revised draft, and final) and three meetings (initial input, review of comments on draft, and review of comments on revised draft). City of Corpus Christi Traffic Management Center — Project Scope 5 EXHIBIT "A" Page 6 of 7 MECHNICAL A108 SERVER A105 Willinirirlirigr a l l U 11 kJ ILS jl is IJ u 'J1 t1) 11 11 R N . , CA' 45VIDEO WALL FLOOR OONDLETAND ACCESS BONS 1 CONSOLE CONSOLE STARCH 1 TRAFFIC SIA1ON2 MANAGEMENT CENTER A104 LI FLOOR CONONIRAND ACCESS BOOZES el ctC H I" I - EXHIBIT "A" Page7of7 Corpus Christi TMC Layout 1 SCALE: W • 1'.O 1 our/45I Basic Services: Preliminary Phase Design Phase Bid Phase Report Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey Reporting 0 & M Manuals SCADA Subtotal Additional Services Summary of Fees Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. xxxxxx Invoice No. 12345 Invoice Date: Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete $15,117 $0 $0 $15,117 $0 $1,000 $1,000 7% 20,818 0 0 20,818 1,000 500 1,500 7% 0 0 0 0 0 0 0 n/a 14,166 0 0 14,166 0 0 0 n/a 0% 0 0 0 0 0 0 O $50,101 $0 $0 $50,101 $750 $1,500 $2,500 5% $0 $0 $0 $0 $0 $0 $0 n/a 0 0 0 0 0 0 0 n/a 9,011 0 0 9,011 0 0 0 0% 29,090 0 0 29,090 0 0 0 0% 1,294 0 0 1,294 0 0 0 0% TBD TBD TBD TBD TBD TBD 0 0% TBD TBD TBD TBD TBD TBD TBD 0% $39,395 $0 $0 $39,395 $0 $0 $0 0% $50,101 $0 $0 $50,101 $750 $1,500 $2,500 5% 39,395 0 0 39,395 0 0 0 0% $89,496 $0 $0 $89,496 $750 $1,500 $2,500 3% MIMI►YYI CITY OF CORPUS CHRISTI --- DISCLOSURE OF INTEREST City of Chrpus 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: Maldonado -Burkett Intelligent Transportation Systems, LLP P. O. BOX: STREET ADDRESS: 3833 S. Staples St. Suite N219 FIRM IS: 1. Corporation 4. Association e CITY: Corpus Christi ZIP: 78411 2. Partnership 5. Other 3. Sole Owner ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm.' Name Job Title and City N Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title KJ1A- 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." NameI Consultant FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Ramon H. Maldonado Jr., P.E. Title: President (Type or Print) Signature of Certifying Person: DEFINITIONS Date: Z ite %/C 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. Corpus Chr sti Engineering Traffic Management Center Council Presentation April 12, 2016 Project Location �hrsti Engineering The new Signs/Signals Building is at the Service Center complex next to the Solid Waste/Streets Building 2 Project Layout 111 �hrsti Engineering 3 Traffic Management Center Corpus Ch r .1C1110 Corpus Traffic Management Center includes three components: 1. A new 1,000 SF location with the new Streets & Signs building as part of Bond 2012 2. A new Advanced Traffic Management System software server approved in the Street Department FY 2015 Operational Budget. 3. Integration of new software and hardware with existing and planned traffic signal network for a state-of-the-art Traffic Management Center (This Item) Project Scope �hrsti Engineering This contract includes the following deliverables/actions: • Concept of Operations Manual • Communication Plan • Advance Transportation Management System (ATMS) assistance • Operations and Maintenance Manual • Integration and Support • Equipment and Installation • System Testing and Training • Detailed field inventory of the traffic signal network design for 245 intersections and 184 school zone flashers Project Schedule �hrsti Engineering 2016 2017 Mar Apr May Jun Jul Aug Sep Nov Dec Jan Feb Design/Construction Project Estimate: 365 Calendar Days fftaa 12 Months CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested ONLY OF FILING parties. OFFICE USE CERTIFICATION Certificate Number: 2016-3188 Date Filed: 01/14/2016 Date Acknowledged: • 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Maldonado -Burkett ITS, LLP Austin, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the goods or services to be provided under the contract. E15124 Engineering Services and Field Work related to Traffic Management Center 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Burkett, Karl Austin, TX United States X Maldonado, Ramon Austin, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. • . . " ".¢H. ROSE LAHR MY COMMISSION EXPIRES • .; . Noeerrber 8, 2018 AFFIX Sworn 20 NOTARY STAMP / SEAL ABOVE to and subscribed before me, by the it. to certify which, witness my hand said R4A•ty Signature of a orized ag nt of contracting business entity HI day of January , - N 124.4--.De-/.4.0,0 -.1,2 this the /3- and seal of office. . Q.osc LART t A6sr 13t1 PG( Mcr 12 Ofk ignature o fficer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.34032 AGENDA MEMORANDUM Future Item for the City Council Meeting of April 12, 2016 Action Item for the City Council Meeting of April 19, 2016 DATE: TO: Ronald L. Olson, City Manager March 23, 2016 THRU: Mark Van Vleck, P.E., Assistant City Manager MarkVanVleck@cctexas.com (361) 826-3082 Valerie H. Gray, P.E., Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 FROM: Dan Grimsbo, Interim Director of Water and Utilities DanG@cctexas.com (361) 826-1718 Jeffrey H. Edmonds, P.E., Director, Engineering Services JeffreyE@cctexas.com (361) 826-3851 Enqineerinq Desiqn Contract O.N. Stevens Raw Water Influent Improvements CAPTION: Motion authorizing the City Manager, or designee, to proceed with design, bid and construction phase services by executing Amendment No. 4 with Freese and Nichols, Inc. of Corpus Christi, Texas in the amount of $650,729 for a total restated fee not to exceed $2,639,549 for O.N. Stevens Raw Water Influent Improvements. PURPOSE: The purpose of this agenda item is to obtain authority to execute an engineering design contract proposed Raw Water Influent Improvements at the O.N. Stevens Water Treatment Plant. CIP DESCRIPTION: ONSWTP Raw Water Influent Improvements The existing raw water piping configuration and Raw Water Junction Box at the O.N. Stevens Water Treatment Plant limit the hydraulic capacity to less than treatment capacity of the Plant. In addition, existing piping makes it difficult to split incoming water flow between the four treatment trains. This project proposes to eliminate all hydraulic constrictions in the front end piping, which allows raw water to be routed through the Pre -sedimentation Basin, and allows a passive flow split between the four treatment trains. Construction will begin after completion of the American Electric Power (AEP) Texas Central Company Transmission Line Realignment. This project also includes demolishing the existing old maintenance building which reached its service life and is blocking the proposed piping route, and build a new one. BACKGROUND AND FINDINGS: This is an approved Capital Improvement Plan (CIP) project that implements modifications to the plant hydraulics that will increase the potential plant capacity from 161.5 Million Gallon per Day (MGD) to 200 MGD. In January 2010, the City awarded an Architect/Engineer (A/E) design contract to Freese and Nichols, Inc. (FNI) to provide development plans for the raw water influent infrastructure improvements. The design included a new raw water junction box to receive three influent lines, new influent metering station, new control metering station, new intake structure in the pre - sedimentation basin, and associated instrumentation, supervisory control and data acquisition (SCADA) controls, and demolition work. FNI completed the preliminary design in 2011. However, it was determined that an existing AEP transmission line must be adjusted to safely implement the improvements and for future operations. The adjustment relocated a section of the AEP line and raised the height of the line to improve clearance. AEP completed the work in February 2016 that allows the design to proceed. DESCRIPTION OF CONTRACT AMENDMENT: This contract amendment addresses the AEP adjustments and revises the scope to increase the proposed raw water influent pipelines from three to four lines from the Nueces River Pump Station to the raw water junction box. This improves capacity and provides redundancy critical to the operations and maintenance. Another revision is the coordination of the construction for this project with the ONSWTP Chemical Feed Optimization project. This will minimize disruption of operations and will increase project efficiencies. The following is a summary of the tasks: • Update the site plan with the AEP line and 4th influent pipeline • Update hydraulic model for the plant with the additional influent pipeline • Expand influent metering station and junction structure • New chemical injection vaults and rapid mix structures • Power distribution upgrades • Demolition and relocation of existing maintenance building • Coordination of the construction documents with the Chemical Feed Optimization project ALTERNATIVES: 1. Authorize the execution of the engineering design contract. 2. Do not authorize the execution of the engineering design contract. (Not Recommended) OTHER CONSIDERATIONS: Freese and Nichols, Inc. was selected for this project through Request for Qualifications No. 2007-05 Capital Improvement Plan Projects FY 2008-2009 Scoping, Estimating, Design Services. CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year 2015-2016 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget $5,026,000 $4,000,000 $9,000,000 $18,026,000 Encumbered / Expended Amount $2,052,900 $2,052,900 This Item $650,729 $650,729 Future Anticipated Expenditures This Project $15,306,774 $15,306,774 BALANCE $2,973,100 $3,349,271 ($6,306,774) $15,597 Fund(s): Water CIP #6 Comments: This project requires approximately 1,290 calendar days with anticipated completion in December 2019. The contract will result in the expenditure of an amount not to exceed $650,729. RECOMMENDATION: City Staff recommends approval of design, bid and construction phase services by executing Amendment No. 4 with Freese and Nichols, Inc. of Corpus Christi, Texas in the amount of $650,729 for a total restated fee not to exceed $2,639,549 for O.N. Stevens Raw Water Influent Improvements. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Contract Presentation Form 1295 PROJECT BUDGET O.N. STEVENS RAW WATER INFLUENT IMPROVEMENTS FUNDS AVAILABLE: Water CIP $ 18,026,000 FUNDS REQUIRED: Construction : Construction Estimate (Estimate) 13,000,000 Contingency (10%) 1,300,000 Construction Observation (Estimate) 360,000 Construction Material Testing (Estimate) 30,000 Engineering and Testing: Engineer Contract - Freese and Nichols, Inc 2,639,549 Engineer Original Contract - Freese and Nichols, Inc.* 47,500 Engineer Amendment No. 1 - Freese and Nichols, Inc.** 1,880,000 Engineer Amendment No. 2 - Freese and Nichols, Inc.*** 49,431 Engineer Amendment No. 3 - Freese and Nichols, Inc.**** 11,889 Engineer Amendment No. 4 Freese and Nichols, Inc (This Item) 650,729 Geotechnical Testing Original and Amd. No. 1 (Rock Engineering)***** 135,084 Reimbursements: Total Reimbursements- 545,770 Administration/Finance (Engineering/Capital Budget/Finance) 225,325 Engineering Services (Project Mgmt) 315,445 Misc 5,000 TOTAL $ 18,010,403 PROJECT BUDGET BALANCE $ 15,597 *Original contract administratively approved on May 27, 2008 **Amendment No. 1 approved by City Council on January 12, 2010 by Motion No. M2010-013 ***Amendment No. 2 administratively approved on November 20, 2011 ****Amendment No. 3 administratively approved on December 1, 2014 *****Original testing contract approved by City Council on September 21, 2010 by Motion No. M2010-223 CALALLEN q Ncrthwe1 BjvJ 1SLItitic Mei- di furl ErW* /H .37 --mitmerma ILJp RI"r I Project Location O.N. Stevens Water Treatment Plant VICINITY MAP NOT TO SCALE 1 C.) Z. 0 45 ,O• Project Number: 8643 O.N. Stevens Raw Water Influent Improvements CITY COUNCIL EXHIBIT inikol CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES CITY OF CORPUS CHRISTI AMENDMENT NO. 4 CONTRACT FOR ENGINEERING DESIGN The City of Corpus Christi, Texas, a Texas home -rule municipal corporation ("City") and Freese and Nichols. Inc. ("Consultant"), agree to the following amendments to the Contract for Professional Services for O.N. Stevens Raw Water Influent Improvements (Project No. 8643): Original Agreement May 27, 2008 Administrative Approval $47,500.00 Amendment No. 1 January 12, 2010 Motion No. M2010-013 $1,880,000.00 Amendment No. 2 November 20, 2011 Administrative Approval $49,431.00 Amendment No. 3 December 1, 2014 Administrative Approval $11,889.00 In the Original Contract, Exhibit "A", Section 1. Scope of Services shall be amended as set forth in the attached Amendment No.4, Exhibit "A". In the Original Contract, Section 3. Fees shall be amended based on the modified scope of services in the attached Amendment No. 4, Exhibit "A" for a fee not to exceed $650,729.00, for a total restated fee not to exceed $2,639.549.00. All other terms and conditions of the May 27, 2008 Contract for Professional Services between the City and Consultant, and of any amendments to that contract, which are not specifically addressed herein shall remain in full force and effect. CITY OF CORPUS CHRISTI FREES ND NICHOLS, INC. J.H. Edmonds, P.E. Date R n G zma , P.E. Date Director of Engineering Services Principal 800 North Shoreline Blvd., Suite 1600N Corpus Christi, TX 78401 RECOMMENDED (361) 561-6500 Office Operating Department Date APPROVED AS TO LEGAL FORM Assistant City Attorney Date APPROVED Office of Management and Budget Date ATTEST City Secretary Date Project Number 8643 Accounting Unit 4096-062 Account 550950 Activity 180415014096EXP Account Category 50950 Fund Name Water 2015 CP KMENG NEERING DATAEXCHANGEUENNIFERIWATbR18648ONE RAW WATER INFL4;ENT .MPROVEMENTSSFNMMENDMENT NO 4ICONTRACTICONTRACT DOC REV 10/1/15 r� NICHOLS 800 N. Shoreline Blvd., Suite 1600N • Corpus Christi, Texas 78401 • 361-561-6500 • fax 361-561-6501 February 3, 2016 Ms. Valerie H. Gray, P.E. Executive Director, Public Works City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 Re: O. N. Stevens Raw Water Influent Improvements, City Project No. 8643 Amendment No. 4 Dear Valerie: Innovative approaches Practical results Outstanding service www.freese.com Freese and Nichols, Inc. (FNI) is pleased to submit our professional services amendment for the O.N. Stevens Raw Water Influent Improvements project. We have prepared our proposed amendment for Project No. 8643 relative to the relocation of the O.N. Stevens WTP Maintenance Building and re-initiation of the project following the AEP relocation. The building is being relocated to make way for the raw influent improvement piping and hydraulic structures at the headworks of the plant, as well as to provide for operational space for the chemical feed improvements as part of the AEP ROW agreement. FNI will coordinate with LNV, Inc. (LNV) to combine FN1's raw water influent and LNV's chemical feed improvement projects into one design, bid, and construction package, including a joint Basis of Design memorandum, updated pipeline alignments and hydraulic analysis, and combined bid and construction phase services. We are proposing the following changes to the Scope items under Exhibit A, Part 1. Scope of Services: A. Basic Services (Maintenance Building Relocation): 2. Design Phase: o. Conduct Project Kickoff Meeting and prepare meeting agenda and meeting minutes and distribute to project participants within 5 days of the meeting. p. Request available reports, record drawings, utility maps, and other information provided by the City pertaining to the project area. Provide topographic survey (by sub) of the site. q. Coordinate with the City's project manager to identify the operating department's potential project needs to include up to (1) project coordination meeting. r. Identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project, to include permitting, environmental, historical, construction, and geotechnical issues. s. Design Maintenance Building improvements for O.N. Stevens WTP for an approximately 8400 SF new facility to be relocated on site to include separate offices for the I/E Manager and the Maintenance Manager, as well as common office, break, conference, and restroom facilities for the Maintenance and I/E workers, and two I/E shops (clean/dirty) and one Maintenance shop, with a shared overhead crane between the Maintenance shop and the I/E (dirty) shop. AMEND. NO. 4 EXHIBIT "A" Page 1 of 11 Design to include utility connections along Hearn Rd. and site design for parking lot and scrap/storage yard, as well as Pre -Sedimentation Basin spillway contour restoration — existing maintenance facility demolition to be part of Amendment 5. t. Prepare (1) set of Construction Bid and Contract Documents in City format 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, project description, specifications and drawings, materials list, project/construction schedule, quantities, and cost estimate. u. Provide (1) hard copy and one electronic copy of 60% and pre -final interim plans, accompanied by an anticipated specification list at 60% and draft specifications at pre -final, for City review and comment, to include a Plan Executive Summary, which will identify, as needed: • Building Size • Material Selection • Permit Requirements • Utility Requirements • Standard Specifications • Non-standard Specifications • Unique construction or maintenance requirements • Cost alternatives • Status of action items v. Attend (2) interim review meetings with the City, and assimilate all review comments, modifications, additions/deletions, and proceed to the next level of design, providing meeting agenda and meeting minutes, to be distributed within 5 working days of the review meeting. w. Provide QA/QC measures to ensure that submittal of the interim 60% and pre -final and Construction plans accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City staff. x. Upon approval by the Executive Director of Public Works, provide (1) set of signed sealed plans and contract documents in hard copy and electronic format for use by the City to bid the project. y. Provide monthly progress reporting throughout the design phase City staff will provide one set only of the following information (as applicable): a. Electronic index and database of City's record drawing and record information b. Requested record drawings, record information in electronic format as available from City Engineering files c. The preliminary budget, specifying the funds available for construction d. A copy of existing studies and plans. (as available from City Engineering files) e. Field location of existing City utilities f. City Control survey — provide bench marks and coordinates or plant control system g. Designate an individual to have responsibility, authority, and control for coordinating activities for the construction contract awarded. h. Provide the budget for the Project specifying the funds available for the construction contract. 1. Provide electronic copy the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. 3. Bid Phase: The A/E will perform Bid Phase services to include the following: a. Participate in the pre-bid conference and provide a recommended agenda for critical construction activities and elements impacted the project. Page 2 of 11 AMEND. NO. 4 EXHIBIT "A" Page 2 of 11 a. Assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. b. 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. c. Attend bid opening, analyze bids, evaluate, prepare bid tabulation, and make recommendation concerning award of the contract. d. In the event the lowest responsible bidder's bid exceeds the project budget as revised by the Engineering Services in accordance with the A/E's design phase estimate required above, the Engineer will, at its expense, confer with City staff and make such revisions to the bid documents as the City staff deems necessary to re -advertise that particular portion of the Project for bids. 5. Prepare Agenda Memorandum and PowerPoint presentation in City format for City Council Meeting to award construction contract. 6. Provide monthly progress reporting throughout the bid phase The City staff will: 1. Arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. 2. Advertise the Project for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with the assistance of the A/E) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. 3. Receive the Engineer's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. 4. Prepare, review and provide copies of the contract for execution between the City and the contractor. 4. Construction Phase. The A/E will perform contract administration to include the following: a. Participate in pre -construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. b. Review 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 (3) regular visits to the site of the Project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This will not be confused with the project representative observation or continuous monitoring of the progress of construction. f. Prepare change orders as authorized by the City (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 Page 3 of 11 AMEND. NO.4 EXHIBIT "A" Page 3of11 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. j. Attend (6) monthly construction progress meetings k. Provide (6) monthly progress reports throughout the construction phase The City staff will: a. Prepare applications/estimates for payments to contractor. b. Conduct the final acceptance inspection with the Engineer. B. Additional Services (Allowance) (Maintenance Building Relocation): 11. Permit Preparation: a. Provide a TDLR permit and inspection to confirm ADA compliance 12. Right-of-Wav (ROW) Acquisition Survey: (Not Authorized) 13. Construction Topographic Survey: (Not Authorized) a. Provide Construction Staking by establishing base survey controls for line and elevation staking (horizontal control only) — but not a detailed construction staking of lines and grades or building corners, which will be the Contractor's responsibility under a separate contract. b. Provide Construction Staking by establishing base survey controls for line and elevation staking — but not a detailed construction staking of lines and grades or building corners, which will be the Contractor's responsibility under a separate contract. c. All work will be tied to and conform with the City's Global Positioning System (GPS) control network and tie to a minimum of two (2) plant coordinate monuments. 14. Environmental Issues: (Not Authorized) a. Identify and develop a scope of work for any testing, handling, and disposal of hazardous materials or contaminated soils that may be discovered during construction. 15. Construction Observation Services: (Not Authorized) Provide a project representative (PR) to provide periodic construction inspection. Page 4 of 11 AMEND. NO.4 EXHIBIT "A" Page 4 of 11 a. Through such additional observations of Contractor's work in progress and field checks of materials and equipment by the PR and assistants, the A/E shall endeavor to provide further protection for the CITY against defects and deficiencies in the work. b. The duties and responsibilities of the PR are described as follows: 1. General: PR will act as directed by and under the supervision of A/E, and will confer with A/E regarding PR's actions. PR's dealings in matters pertaining to the Contractor's work in progress shall in general be with A/E and Contractor, keeping the CITY advised as necessary. 2. Conference and Meetings: Attend meetings with Contractor, such as pre -construction conferences, progress meetings, job conferences and other project -related meetings as required by the City, and prepare and circulate copies of minutes thereof. 3. Liaison: A. Serve as liaison with Contractor, working principally through Contractor's superintendent and assist in understanding the intent of the Contract Documents. B. PR shall communicate with CITY with the knowledge of and under the direction of A/E 4. Interpretation of Contract Documents: Report when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued. 5. Shop Drawings and Samples: A. Receive Samples, which are furnished at the Site by Contractor, and notify of availability of Samples for examination. B. Record date of receipt of Samples and approved Shop Drawings. C. Advise Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal for which PR believes that the submittal has not been approved. 6. Review of Work and Rejection of Defective Work: A. Conduct on -Site observations of Contractor's work in progress to assist A/E in determining if the Work is in general proceeding in accordance with the Contract Documents. B. Report whenever PR believes that any part of Contractor's work in progress will not produce a completed Project that conforms to the Contract Documents or will prejudice the integrity of the design concept of the completed Project, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise City and A/E of that part of work in progress that PR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. C. Observe whether Contractor has arranged for inspections required by Laws and Regulations, including but not limited to those to be performed by public agencies having jurisdiction over the Work. 7. Records: A. Maintain orderly files for correspondence, reports of job conferences, reproductions of original Contract Documents including all Change Orders, Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the Contract, A/E's clarifications and interpretations of the Contract Documents, progress reports, Shop Drawing and Sample submittals received from and delivered to Contractor, and other Project related documents. B. Prepare a daily report utilizing approved City format, recording Contractor's hours on the Site, weather conditions, data relative to questions of Change Orders, Field Orders, Work Change Directives, or changed conditions, Site visitors, daily activities, Page 5 of 11 AMEND. NO. 4 EXHIBIT "A" Page 5 of 11 decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to A/E and the City. 8. Reports: A. Furnish periodic reports as required of progress of the Work and of Contractor's compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. B. Report immediately to the CITY and A/E the occurrence of any Site accidents, any Hazardous Environmental Conditions, emergencies, or acts of God endangering the work, and property damaged by fire or other causes. C. Provide project photo report on CD-ROM at the rate of a minimum of two photographs per day, including an adequate amount of photograph documentation of utility conflicts. 9. Completion: A. Before the issue of Certificate of Completion, submit to Contractor a list of observed items requiring completion or correction. B. Participate in a final inspection in the company of A/E, the CITY, and Contractor and prepare a final list of items to be completed or corrected. C. Observe whether all items on final list have been completed or corrected and make recommendations concerning acceptance and issuance of the Notice of Acceptability of the Work. 16. Start -Up Services: (Not Authorized) 17. Warranty Phase Services: 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. 18. Windstorm: (Not Authorized) Perform structural design in accordance with Texas Department of Insurance Windstorm Code. During construction perform inspections of critical structural items in order to provide documentation to TDI for building certification (WPI -8 certificate). File required forms with TDI for certification. 19. Geotechnical Investigation: a. Provide geotechnical report by an engineer licensed to practice in the State of Texas to investigate subsurface soils and make recommendations to support building foundation design. b. Provide one copy of the geotechnical report to the City in order to provide soil parameters, OSHA soil type classification and recommendations needed by the contractor/engineer to design braced excavations for installation of underground utilities, which they can use during the bid and construction phases. c. Provide two borings to termination depth of 25 feet within the footprint of the building. Scope of the Proposed Subsurface Investigation 1) Coordination with Texas One Call to identify underground utilities in the proximity of the boring/core locations. The borings/cores will be relocated if necessary. Page 6 of 11 AMEND. NO.4 EXHIBIT "A" Page 6 of 11 2) Soil samples will be obtained at predetermined depths, unless subsurface conditions warrant additional sampling. 3) The borings will be advanced to the depths specified above. 4) Groundwater readings will be obtained during drilling and immediately upon completion of the drilling operations. 5) After obtaining the delayed groundwater readings, the open boreholes will be backfilled with excess soils obtained during the drilling operations; the base material will be replaced in the boreholes and patched with cold mix. Scope of Laboratory Testing Program • Supplementary Visual Classification (ASTM D2487) • Water Content Tests (ASTM D2216) • Atterberg Limits Tests (ASTM D4318) • Unconfined Compressive Strength Tests (ASTM D2166) • Percent Material Finer Than The #200 Sieve Tests (ASTM D1140) • Potential of Sulfate Attack on Concrete or Lime Stabilized Soil (Standard Method E300) All phases of the laboratory testing program will be performed in general accordance with applicable ASTM Specifications. All field and laboratory test results will be included on the boring logs or provided in the report. d. Geotechnical Engineering Report In addition to the field and laboratory testing, a geotechnical engineering report will be prepared that includes a description of the field exploration and laboratory tests, boring logs, a discussion of the engineering properties of the subsurface materials encountered, trench excavation design parameters, OSHA soil type classification, utility trench recommendations, foundation design recommendations and pavement recommendations for the proposed project The City will: 1. Provide access for the Geotechnical Boring crew 2. Provide access for the Topographic Survey crew 3. Provide access for the ADA reviewer or Texas Department of Licensing and Regulation to perform reviews and inspections as necessary at all phases of construction 4. Provide access for the structural engineer to perform a Texas Department of Insurance Windstorm Inspection as necessary at all phases of construction Page 7of11 AMEND. NO. 4 EXHIBIT "A" Page 7 of 11 A. Basic Services (Raw Water Influent Improvements): 2. Design Phase: z. Due to 4 -year Project halt due to AEP transmission line relocation effort, conduct A/E familiarization through review of preliminary engineering report, CAD drawings, subsurface utility engineering investigations, geotechnical report, hydraulic calculations, draft construction sequencing and demolition requirements, meeting minutes, action items tracker, decisions made tracker, and other applicable design documents. aa. Conduct Project Re-initiation Meeting with A/E Team to familiarize all team members with the project, where the design stopped, the AEP transmission line design updates, and the path forward on project activities. bb. Conduct Project Re-initiation Meeting with City and A/E. Prepare meeting agenda prior to this meeting, and prepare meeting minutes for distribution to project participants within 5 business days of the meeting. cc. Coordinate with LNV and lead effort to develop a Basis of Design memorandum, including raw water improvements design criteria and chemical feed requirements. Send draft memorandum to the City, address comments, and finalize the memorandum. dd. Attend up to two (2) additional meetings with City staff during the duration of the design phase to discuss the project as a whole, assimilate all review comments, modifications, additions/deletions, providing meeting agenda and meeting minutes, to be distributed within 5 working days of the review meeting. ee. Redesign the pipeline alignments and structure configurations based on the final AEP transmission line alignment (AEP design files and AEP final construction staking points for all new pole locations) and chemical feed system improvements. This realignment also includes rerouting of large diameter pipelines to/from the pre -sedimentation basin. The redesigned components of the project will be incorporated into the master submittal. ff. Preliminary routing of an additional, fourth raw water line from the plant boundary to the proposed raw water junction structure. This line will not be fully designed or installed, but will be planned for in the future. The fourth raw water line may be installed on a subsequent construction project. gg. Additional hydraulic analysis and updating of the hydraulic profile will be required for rerouting of project components. hh. Design modifications to the upstream raw water metering structure include installation of a minimal length (maximum of 50 LF) of a fourth raw water pipeline with pipe supports, piping, and spool pieces designed, as well as dishhead plugs on each end for future connections. This will involve structural and mechanical modifications to the junction structure. No flow meter or electrical power or controls will be included for this additional line. ii. Design modifications to the raw water junction structure include installation of a minimal length (maximum of 50 LF) of a fourth raw water pipeline on the influent side of the structure with a dishhead plug, as well as design of a manual fabricated gate in the structure for isolation. This will involve structural and mechanical modifications to the junction structure. No actuator or electrical power or controls will be included for this additional line. jj. Attend up to two (2) additional site visits and coordination meetings with ONSWTP staff to discuss realignments and site plan, including preparation of discussion topics and providing site visit memorandum and decision items. kk. Coordination with LNV for design of four (4) rapid mix structures at the connection point or upstream of each primary sedimentation basin, including structural design by FNI. Mechanical treatment design and sizing will be by LNV. Page 8 of 11 AMEND. NO. 4 EXHIBIT "A" Page 8 of 11 0. Coordination with LNV for design of four (4) chemical injection vaults and facilities, including structural design of the chemical injection vaults by FNI. Mechanical treatment design and sizing will be by LNV. mm. Attend up to two (2) additional meetings with City staff to discuss rapid mix and chemical feed design, assimilate all review comments, modifications, additions/deletions, providing meeting agenda and meeting minutes, to be distributed within 5 working days of the review meeting. nn. Design the demolition of the existing ONSWTP maintenance building (full demolition of the structure, slab and all interior components that the City desires for demolition, salvage, and removal). oo. Coordinate the site civil of the site including drainage, grading, analysis of existing features, and any required appurtenances with LNV. LNV will lead site civil design. pp. Coordinate with LNV and lead effort in sequencing construction with raw water influent improvements and chemical feed improvements. Develop a construction sequencing plan and specification. qq. Conduct and attend up to two (2) additional meetings with City staff to discuss construction sequencing, assimilate all review comments, modifications, additions/deletions, providing meeting agenda and meeting minutes, to be distributed with 5 working days of the review meeting. rr. Coordinate with LNV and lead effort in combining draft submittal plans and specifications into one review package for the City at both the 60% and 100% deliverable stages. ss. Prepare for and present at City required submittal meetings at the 60% and 100% project deliverable stages, prior to City review. tt. For the added design components of this amendment, provide QA/QC measures to ensure that submittal of the interim 60% and pre -final and Construction plans accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City staff for the additional design components. uu. Provide monthly progress reporting of the combined FNI/ LNV project throughout the design phase for the additional design components. vv. Electrical and instrumentation design for design basis memorandum, power upgrades, and demolition of existing maintenance building (BY BATH ENGINEERING) 3. Bid Phase: The A/E will perform Bid Phase services to include the following: f. Coordinate with LNV and lead effort in combining construction plans and specifications into one bid package. g. Upon approval by the Executive Director of Public Works, provide (2) sets of signed sealed plans and contract documents in hard copy and electronic format for use by the City to bid the project for the additional design components. h. Additional bid phase services related to construction of the additional influent pipeline, rapid mix structures, chemical injection vaults, and demolition of the existing maintenance building, including answering bidders' questions, preparation of any addenda and any other revisions necessary to inform contractors of approved changes prior to bidding. This additional bid phase effort includes leading the bid phase for the combined FNI/ LNV project. i. Additional bid phase services related to electrical and instrumentation for power upgrades, and demolition of existing maintenance building (BY BATH ENGINEERING) 4. Construction Phase. The A/E will perform contract administration to include the following: j. Coordinate with LNV and lead effort in construction phase services, including leading construction phase administration and coordinating reviews. Page 9 of 11 AMEND. NO. 4 EXHIBIT "A" Page 9 of 11 • k. Additional construction phase services related to construction of the additional influent pipeline at the meter and junction structures, structural design of the rapid mix structures, structural design of the chemical injection vaults, and demolition of the existing maintenance building, including review of up to ten (10) additional shop drawings and submittals, review of up to three (3) additional test reports, interpretations and clarifications of the contract documents for up to five (5) RFI's or field orders, and additional record drawing preparation. I. Attend and lead up to six (6) additional monthly construction progress meetings and site visits with Contractor & City staff for the joint construction project, assimilate all review comments, modifications, additions/deletions, providing meeting agenda and meeting minutes, to be distributed within 5 working days of the review meeting. m. Additional electrical and instrumentation construction services for power upgrades, and demolition of existing maintenance building. B. Additional Services (Allowance) )Raw Water Influent Improvements): 20. Automated Concepts: At the request of the City (Mark Van Vleck) in July 2009, FNI coordinated the services of Automated Concepts to provide a chlorine unloading control panel including panel fabrication and testing, instrumentation and control components, software development and testing, installation of the panel at the designated location at ONSWTP, onsite wiring and connection, and testing and checkout of panel operation. FNI was directed by Mark Van Vleck and Alex Barabanov to handle this item as an amendment for the Raw Water Influent Project. FNI also coordinated testing and checkout of the panel in presence of City representatives. C. Schedule The following is updated project schedule for the project, including new design components addressed in this amendment. ACTIVITY TASK LEADER DATE Continue Design Phase FNI Date of Notice to Proceed Draft Design Basis Memo FNI 3 Weeks after Notice to Proceed City Review of Draft Design Basis Memo The City 2 Weeks following receipt of Draft Design Basis Memo Final Design Basis Memo FNI 2 Weeks following receipt of City Comments 60% Submittal & Submittal Meeting FNI 24 Weeks after Notice to Proceed City Review of 60% Submittal Complete The City 4 Weeks following 60% Submittal 60% Submittal Review Meeting FNI 2 Weeks following Receipt of City Comments 100% Submittal & Submittal Meeting FNI 12 Weeks after City Review Meeting City Review of 100% Submittal Complete The City 4 Weeks following 100% Submittal 100% Submittal Review Meeting FNI 2 Weeks following Receipt of City Comments Final Issued for Bid Submittal FNI 4 Weeks following 100% Submittal Meeting Advertise for Bids The City/ FNI 4 Weeks following Final Issued for Bid Submittal Page 10 of 11 AMEND. NO.4 EXHIBIT "A" Page 10 of 11 ACTIVITY TASK LEADER DATE Pre -Bid Conference The City/ FNI 2 Weeks after Advertise for Bids Receive Bids The City/ FNI 4 Weeks after Advertise for Bids Begin Construction (Notice to Proceed} FNI 8 Weeks after Bid Opening Construction Complete 24 Months after Notice to Proceed In the Amendment No. 4, EXHIBIT "A", PART 3. FEES, SECTION C. SUMMARY OF FEES shall be modified for a revised fee not to exceed $650,729.00 (Six Hundred Fifty Thousand Seven Hundred Twenty Nine Dollars and No Cents), for a total restated fee not to exceed $2,639.549.00 (Two Million Six Hundred ThirtvIine Thousand Five Hundred Forty Nine Dollars and No Cents). Sincerely, Ron Guzman, P.E. Principal cc: file Page 11 of 11 AMEND. NO. 4 EXHIBIT "A" Page 11 of 11 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 EXHIBIT B SAMPLE PAYMENT REQUEST FORM COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date: Sample form for: Payment Request Revised 07/27100 Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete $1,000 SO $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°,6 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% Contract for Professional Services Exhibit B SUPPLIER NUMBER TO BE ASSIGNED BY L:11 Y PURCHASING DIVISION City of Corpus Chnsti CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with `NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Freese and Nichols, Inc. P. O. BOX: STREET ADDRESS: 800 N. Shoreline, Suite 1600N FIRM IS: I . Corporation 4. Association CITY: Corpus Christi 2. Partnership 8 5. Other ZIP: 78401 3. Sole Owner ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm.' Name Job Title and City Department (if known) NA 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3°'0 or more of the ownership in the above named "firm." Name Title NA 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 NA 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 NA FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action wiII confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that 1 have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Ron Guzman, P.E. Title: Principal (type or Print) Signature of Certifying Person: DEFINITIONS Date: a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." 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. O.N. Stevens Water Treatment Plant Raw Water Influent Improvements Project No. 8643 Corpus Chr'sti Engineering Council Presentation April 12, 2016 1 1a Project Location c.c,00a Si CALAELEN Northwest BI,0 n Su r011ct.r. Project Location O.N. Stevens Water Treatment Plant Corpus Chr sti Engineering 2 Project Location 011 Cous Chr sti Comps Engineering 3 00)1k. Original Project Concept Corpus Chr sti Engineering Implements modifications to the plant hydraulics that will increase the potential plant capacity from approximately 160 MGD to approximately 200 MGD • Maximum Permitted Flow = 161.5 MGD • Correct a Hydraulic Issue limiting plant capacity when considering future needs • Future Needs = Approximately 200 MGD 2008 Original Project Concept 011 Cous Chr sti Comps Engineering 2-54" Influent Pipelines 1-72" Influent Pipeline 4-54" Pipelines 2-72" Pipelines Junction Structure Influent Metering Station 4- Rapid Mix & Valve Vault Structure Control Metering Station AEP Easement Splitter Box -Intake Structure Pre -Sedimentation Basin Embankment Existing Conditions 011 Cous Chr sti Comps Engineering CAPACITY RESTRICTIONS AEP Line REVISED AEP `Easement Influent Metering Station 2-54" Influent Pipelines 1-72" Influent Pipeline Embankment Pre -Sedimentation Basins 6 Preferred Project Concept Corpus Chr'sti Engineering 2-54" Influent Pipelines 1-72" Influent Pipeline 4- Rapid Mix & Valve Vault Structure 4-54" Pipelines Control Metering Station Junction Structure Influent Metering Station Influent Metering Station AEP Easement Pre -Sedimentation 2- Intake Structures Basin Embankment Project Halt Corpus Chr sti Engineering • Conflict with AEP transmission line identified during preliminary design • City decision to proceed forward because of Las Brisas water need. • Design was halted at approximately 40% in 2010 awaiting for relocation of AEP transmission line. ➢ Easement pre -dated the WTP ➢ Prevented full City use of plant property • Agreement reached with AEP during 2012-2014 • AEP re -engineered and relocated the line ➢ Original Budget of $5.6M > Actual Cost of $3.4M ➢ Relocation Substantially Complete February 2016 Proposed Site Improvements ICEr*it,.. Corpus chr sti Engineering ,4T----;r14-14wirrirdi if I, --140 Influent Metering Station (Expanded/ Relocated) 3-54" Influent Pipelines 1-72" Influent Pipeline ij -=- 4- Valve Vault Structures New Rapid Mix/ Chemical Feed Structure(s) Maintenance Building Relocated to SE of Plant Property Junction Structure (Expanded/ Relocated) NIA Existing Piping and Structure Demolition Proposed Amendment Scope C1* Corpus Chr sti Engineering • Update the site plan with the AEP line and 4th influent pipeline • Update hydraulic model for the plant with the additional influent pipeline • Expand influent metering station and junction structure • New chemical injection vaults and rapid mix structures • Upgrade power distribution • Demolition and relocation of existing maintenance building • Coordination of the construction documents with the Chemical Feed Optimization project Project Schedule Corpus Chr'sti Engineering 2016 2017 2018 2019 M J J A S 0 N D J F M A M J J Design A S 0 N Bid & Award D J F M A M J J A S 0 N D J F M A M J J A S 0 N D Construction Project Estimate: 1,290 Calendar Days = 43 Months Projected Schedule reflects City Council award in April 2016 with anticipated construction completion by December 2019. CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2. 3, 5, and 6 if there are no interested parties. OFFICE USE CERTIFICATION ONLY OF FILING 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Freese and Nichols, Inc. Corpus Christi, TX United States Certificate Number: 2016-9375 Date Filed: 02/04/2016 Date Acknowledged: 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the goods or services to be provided under the contract. 8643 - ONSWTP Engineering design services for the O. N. Stevens Water Treatment Plant 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Hatley, Tricia Oklahoma City, OK United States X New, John San Antonio, TX United States X Payne, Jeff Dallas, TX United States X Haster, Thomas Fort Worth, TX United States X Nichols, Michael Austin, TX United States X Pence, Robert Fort Worth, TX United States X Lemons, Ron Fort Worth, TX United States X Gooch, Thomas Fort Worth, TX United States X Herchert, Robert Fort Worth, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT /0747,,. LISA BOGGS 'r." `= Notary Public, State of Texas *` My Commission Expires fli „vi'••, 06/25/2019 AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. �� gnature of authorized agent of contracting business entity 4r1 6 u 7 Man , this the S day of Fedeaarri Phi tc�re 20 to certify which, witness my hand and seal of office. Lisa 13v y5tJ Xl_ii4 of officer admi g oath Printed name of dministering oath Title of officer ad nistering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.34944 AGENDA MEMORANDUM Future Item for the City Council Meeting of April 12, 2016 Action Item for the City Council Meeting of April 19, 2016 DATE: TO: Ronald L. Olson, City Manager March 23, 2016 THRU: Mark Van Vleck, P.E., Assistant City Manager MarkVV@cctexas.com (361) 826-3082 Valerie H. Gray, P.E., Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 FROM: Dan Grimsbo, Interim Director of Water and Utilities DanG@cctexas.com (361) 826-1718 Jeffrey H. Edmonds, P.E., Director, Engineering Services JeffreyE@cctexas.com (361) 826-3851 Engineering Design Contract O.N. Stevens Facilities Feed Optimization Improvements CAPTION: Motion authorizing the City Manager, or designee, to execute an Engineering Design contract with LNV, Inc. of Corpus Christi, Texas in the amount of $1,091,812 for O.N. Stevens Facilities Feed Optimization Improvements for design, bid and construction phase services. PURPOSE: The purpose of this agenda item is to obtain authority to execute an engineering design contract needed for the O.N. Stevens Facilities Feed Optimization Improvements. BACKGROUND AND FINDINGS: This is an approved Capital Improvement Plan (CIP) project to modernize the chemical storage and chemical feed systems at the O.N. Stevens Water Treatment Plant (ONSWTP) that optimizes the dosage, reliability, monitoring and control of water treatment chemicals. These improvements are also needed to meet requirements of Texas Commission on Environmental Quality (TCEQ) Rules and Regulations 30 TAC 290.42., and support future plans to increase water treatment capacity at ONSWTP. The existing chemical feed equipment is beyond its useful service life resulting in costly maintenance with obsolete technology. CIP Description: O.N. Stevens Chemical Facilities (Alum, Fluoride, Polymer and LAS) Existing chemical storage and feed facilities (Alum, Fluoride, Polymer, and Liquid Ammonium Sulfate) at ONSWTP require upgrades in order to meet minimum TCEQ requirement and to optimize system performance. In addition, the existing Fluoride facilities require rehabilitation to increase safety in storage, handling and feed. These feed system components require replacement for optimal dosage and reliable monitoring control of water treatment chemicals. This project includes the following major elements: • Replaces the chemical feed systems for alum, polymer and liquid ammonium sulfate with the associated instrumentation, electrical, and structural improvements • Improves the sedimentation basin hydraulics • Replaces the caustic pumps • Relocates the existing chlorine delivery system to new chemical feed structure • Provides a feasibility study for alkalinity adjustment to address high turbidity and low alkalinity conditions during storm water events To minimize the impacts to operations and achieve cost efficiencies, the construction will be combined with ONSWTP Raw Water Influent Improvements project and awarded as one construction contract. The combined construction is anticipated to be complete at the end of 2019. A previous project for the Fluoride is already under construction to address safety concerns with that chemical feed process. LNV, Inc. was selected for this project through Request for Qualifications No. 2007-05 Capital Improvement Plan Projects FY 2008-2009 Scoping, Estimating, Design Services. ALTERNATIVES: 1. Authorize the execution of the engineering design contract. 2. Do not authorize the execution of the engineering design contract. (Not Recommended) OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: Operating ❑ Revenue X Capital ❑ Not applicable Fiscal Year 2015-2016 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget $2,705,000 $3,770,000 $7,240,000 $13,715,000 Encumbered / Expended Amount $26,300 $26,300 This Item $1,091,812.00 $1,091,812 Future Anticipated Expenditures This Project $10,837,425 $10,837,425 BALANCE $2,678,700 $2,678,188 ($3,597,425) $1,759,463 Fund(s): Water CIP #4 Comments: This project requires approximately 1,290 calendar days with anticipated completion in December 2019. The contract will result in the expenditure of an amount not to exceed $1,091,812. RECOMMENDATION: City Staff recommends approval of an Engineering Design contract with LNV, Inc. of Corpus Christi, Texas in the amount of $1,091,812 for O.N. Stevens Facilities Feed Optimization Improvements for design, bid and construction phase services. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Contract Presentation Form 1295 PROJECT BUDGET O.N. STEVENS FACILITIES FEED OPTIMIZATION IMPROVEMENTS FUNDS AVAILABLE: Current Water CIP $ 8,595,000 Future Additional Water CIP Request 5,120,000 TOTAL FUNDS AVAILABLE $ 13,715,000 FUNDS REQUIRED: Construction: Construction Estimate (TBD) 9,100,000 Contingency (10%) 910,000 Construction Observation Services Estimate (TBD) 340,000 Design and Testing: Engineer - LNV (THIS ITEM) 1,091,812 Testing Estimate (TBD) 30,000 Reimbursements: Total Reimbursements• 483,725 Administration/Finance (Engineering/Capital Budget/Finance) 205,725 Engineering Services (Project Mgmt) 273,000 Misc 5,000 TOTAL 11,955,537 PROJECT BUDGET BALANCE 1,759,463 CALALLEN q Ncrthwe1 BjvJ 1SLItitic Mei- di /H .37 --mitmerma ILJp RI"r I Project Location O.N. Stevens Water Treatment Plant VICINITY MAP NOT TO SCALE NtiCS/?/1117, 1 Project Number: E12211 O.N. Stevens Facilities Feed Optimization CITY COUNCIL EXHIBIT ell CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES CITY OF CORPUS CHRISTI CONTRACT FOR ENGINEERING DESIGN 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 LNV, Inc. , a Texas corporation, 801 Navigation, Suite 300, Corpus Christi, Texas 78408, (Consultant), hereby agree as follows: 1. SCOPE OF PROJECT O.N. Stevens Facilities Feed Optimization Improvements (Project No. E12211)—This project allows for upgrades to existing chemical storage and feed facilities at O.N. Stevens Water Treatment Plant in order to meet minimum Texas Commission on Environmental Quality (TCEQ) requirements and to optimize system performance. In addition, the existing Fluoride facilities require rehabilitation to increase safety in storage, handling, and feed. These feed systems components require replacement for optimal dosage and reliable monitoring control of water treatment chemicals. 2. SCOPE OF SERVICES The Consultant hereby agrees to perform services to complete the Project, as detailed in Exhibit "A". In addition, Consultant will provide monthly status updates (project progress or delays 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 Consultant (provide breakdown of costs, schedules), and written authorization is provided by the Director of Engineering Services. 3. ORDER OF SERVICES The Consultant agrees to begin work on those authorized Basic Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant 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 Engineering Services may direct the Consultant 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. Consultant shall notify the City of Corpus Christi within three (3) days of notice if tasks requested requires an additional fee. 4. FEE The City will pay the Consultant a fee as described in Exhibit "A" for providing services authorized, a total fee not to exceed $1,091,812.00. Monthly invoices will be submitted in accordance with Exhibit "B". Contract for Professional Services Page 1 of 7 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E12211 ONS FACILITY FEED OPTIMIZATION IMPROVEMENTS\CONTRACT\CONTRACT.DOC 5. INDEMNITY Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, or other entity, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results 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 or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. 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. 6. INSURANCE 6.1 Consultant must not commence work under this agreement until all required insurance 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. 6.2 Consultant must furnish to the Director of Engineering Services with the signed agreement 2 copies of Certificates of Insurance (COI) 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 COI. Project name and or number must be listed in Description Box of COI. Contract for Professional Services Page 2 of 7 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E12211 ONS FACILITY FEED OPTIMIZATION IMPROVEMENTS\CONTRACT\CONTRACT.DOC TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements 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 shall be outside policy limits) 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' COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory $500,000 /$500,000 /$500,000 6.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 6.4 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. Contract for Professional Services Page 3 of 7 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E12211 ONS FACILITY FEED OPTIMIZATION IMPROVEMENTS\CONTRACT\CONTRACT.DOC 6.5 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. Consultant is required to provide City with renewal Certificates. 6.6 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 the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 6.7 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: 6.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy and professional liability/Errors & Omissions policy; 6.7.2 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; 6.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 6.7.4 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. 6.8 Within five (5) calendar days of a suspension, cancellation or non -renewal 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. 6.9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. Contract for Professional Services Page 4 of 7 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E12211 ONS FACILITY FEED OPTIMIZATION IMPROVEMENTS\CONTRACT\CONTRACT.DOC 6.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 6.11 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 agreement. 6.12 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 7. TERMINATION OF CONTRACT The City may, at any time, with or without cause, terminate this contract upon seven days written notice to the Consultant at the address of record. In this event, the Consultant will be compensated for its services on all stages authorized based upon Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. 8. 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. 9. ASSIGNABILITY The Consultant 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 Consultant staff. If the Consultant 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 Consultant fee may be assigned in advance of receipt by the Consultant 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. 10.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 Consultant without the express written consent of the Director of Engineering Services. However, the Consultant 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. Contract for Professional Services Page 5 of 7 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E12211 ONS FACILITY FEED OPTIMIZATION IMPROVEMENTS\CONTRACT\CONTRACT.DOC 11.STANDARD OF CARE Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing in the same or similar locality and under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12. DISCLOSURE OF INTEREST Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 13. CERTIFICATE OF INTERESTED PARTIES Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this contract, if required. For more information, please review the information on the Texas Ethics Commission website at https://www.ethics.state.tx.us. 14. CONFLICT OF INTEREST Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict- disclosure/index. 15. ENTIRE AGREEMENT AND CONTROLLING LAW This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. 16. CONFLICT RESOLUTION BETWEEN DOCUMENTS Consultant hereby agrees and acknowledges if anything contained in the Consultant - prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement, this Agreement shall take precedence and control to resolve said conflict. Contract for Professional Services Page 6 of 7 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E12211 ONS FACILITY FEED OPTIMIZATION IMPROVEMENTS\CONTRACT\CONTRACT.DOC CITY OF CORPUS CHRISTI J.H. Edmonds, P.E. Date Director of Engineering Services RECOMMENDED Operating Department Date APPROVED AS TO LEGAL FORM Legal Department APPROVED Date Office of Management and Budget ATTEST Date Rebecca Huerta City Secretary Date Project Number E12211 Accounting Unit 4093-062 Account 550950 Activity El 2211014093EXP Account Category 50950 Fund Name Water 2013 RVBD 801 Navigation, Suite 300 Corpus Christi, Texas 78408 (361) 883-1984 Office (361) 883-1986 Fax Contract for Professional Services Page 7 of 7 vne.rnurernrun IN .r. evnu.uner re•r•nrern..r. rern C4.,.. nuc r.nn rry rem" nrrrn or •rrnu r1.nnnirc..c•rrel nn•rrn•nrrnn.rrn•nr nnn EXHIBIT "A" CITY OF CORPUS CHRISTI, TEXAS O.N. STEVENS FACILITIES FEED OPTIMIZATION IMPROVEMENTS PROJECT NO. E12211 I. SCOPE OF SERVICES A. BASIC SERVICES For the purpose of this contract, Preliminary Phase may include Schematic Design and Design Phase services may include Design Development as applicable to Architectural services. 1. Preliminary Phase. The Architect/Engineer-A/E (also referred to as Consultant) will: Prepare PowerPoint presentation in City format for City Council Meeting. b) Hold Project Kick-off Meeting. Prepare meeting agenda and distribute meeting meetings to attendees within five working days of the meeting. Prepare geotechnical investigation findings (see additional services). d) Request available reports, record drawings, utility maps and other information provided by the City pertaining to the project area. e) Develop preliminary requirements for utility relocations replacements or upgrades. Coordinate with the City's Project Manager and identify operating departments potential project needs. h) life cycle cost estimate with recommended pavement sections using Federal Highway Administration (FHWA) Real Cost Program. Identify right of way acquisition requirements and illustrate on a cchcmatic strip map. Prepare preliminary opinions of probable construction costs for the recommended improvements. served. j3 Conduct the hydraulic analysis to quantify the storm sewer design of existing and propoccd syctcros. Include thc analysis of inlet capacity. Identify electric and communication utility companics and private pipeline companics that may have existing facilities and mutt relocated to accommodate thc propoccd improvements. f} Coordinate with AEP and City Traffic Engineering to identify location of electrical power conduit for street lighting and traffic signalization. m) Identify and analyze requirements of governmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues; upon request or concurrence of the Project Manager, meet and coordinate with agencies such as RTA, CDBG, USPS, affected school districts (CCISD, FBISD, etc.) community groups, TDLR, etc. +�} Identify and recommend public outreach and community stakeholder requirements. Review City provided preliminary Traffic impact a—sc=ent and provide p) Prepare an Engineering Letter Report (20 — 25 page main -body text document with supporting appendices) that documents the analyses, approach, opinions of probable construction costs, and document the work with text, tables, schematic - EXHIBIT "A" Page 1of10 Revised November 26, 2013 level exhibits and computer models or other applicable supporting documents required per City Plan Preparation Standards Contract Format (CPPSCF).Engineering Letter Report to include: 1. Provide a concise presentation of pertinent factors, sketches, designs, cross- sections, and parameters which will or may impact the design, including engineering design basis, preliminary layout sketches, construction sequencing, alignment, cross section, geotechnical testing report, right-of- way requirements, conformance to master plans, identification of needed additional services, identification of needed permits and environmental consideration, existing and proposed utilities, identification of quality and quantity of materials of construction, and other factors required for a professional design. 2. Include summary output tables from Hydraulic and Hydrologic analyses. 3. Include existing site photos. 4. Provide opinion of probable construction costs. 5. Identify and analyze requirements of governmental authorities having jurisdiction to approve design of the Project including permitting, environmental, historical, construction, and geotechnical issues; meet as City agent or with City participation and coordinate with agencies such as RTA, CDBG, USPS, CCISD, community groups, TDLR, etc. 6. Provide an analysis on project impacts towards "re engineering" and cffccts on cost savings toward City operations, which this project will affcct. 7. Provide anticipated index of drawings and specifications. 8. Provide a summary table & required ROW parcels q) Submit one (1) copy in an approved electronic format, and one (1) paper copy of the Draft Engineering Letter Report. Submit computer model file, results and calculations used to analyze drainage. s) Conduct Project review meeting with City staff to review and receive City comments on the Draft Engineering Letter Report as scheduled by City Project Manager. t) Assimilate all City review comments of the Draft Engineering Letter Report and provide one (1) set of the Final Engineering Letter Report (ELR) (electronic and hard copies using City Standards as applicable) suitable for reproduction. �+} Assist City in presenting summary of ELR findings to the Bicycle and Pedestrian Subcommittcc and the Transportation Advisory Committcc (TAC). Prcparc PowcrPoint prcccntation, handouts and cxhibits for mccting. Providc follow up and responsc to commcnts. City staff will provide one set only of the following information (as applicable): a) Electronic index and database of City's record drawing and record information. b) Requested record drawings, record information in electronic format as available from City Engineering files. b) The preliminary budget, specifying the funds available for construction. c) A copy of existing studies and plans. (as available from City Engineering files). d) Field location of existing city utilities. (A/E to coordinate with City Operating Department) e) Applicable Master Plans and GIS mapping are available on the City's website. f) City Control survey Bench marks and coordinates. g) Prcliminary Traffic impact acsc:smcnt. EXHIBIT "A" Page 2 of 10 Revised November 26, 2013 The records provided for A/E's use under this contract are proprietary, copyrighted, and authorized for use only by A/E, and only for the intended purpose of this project. Anv unauthorized use or distribution of the records provided under this contract is strictly prohibited. 2. Design Phase. Upon approval of the preliminary phase, designated by receiving authorization to proceed, the A/E will: a) Provide coordination with electric and communication utility companies and private pipeline companies that may have existing facilities and must relocated to accommodate the proposed improvements. b) Provide assistance to identify testing, handling and disposal of any hazardous materials and/or contaminated soils that may be discovered during construction (to be included under additional services). c) Prepare construction documents in City standard format for the work identified in the approved ELR. Construction plans to include improvements or modifications to the storm water, water and wastewater systems within the project limits. Include standard City of Corpus Christi detail sheets as appropriate. d) Prepare construction plans in compliance with CPPSCF using English units on 11"x 17". 1. Prcparc Traffic Control and Construction Sequencing Plans. The TCP will include construction sequencing, typical cross section and construction phasing plan shccts, warning and barricades, as well as markings and cignagc. 2. Provide Storm Water Pollution Prevention Plan, including construction drawings. e) Furnish one (1) set of the interim plans (60% submittal - electronic and hard copies using City Standards as applicable) to the City staff for review and approval purposes with estimates of probable construction costs. Identify distribution list for plans and bid documents to all affected franchise utilities. 1. Required with the interim plans is a "Plan Executive Summary, project checklist & drawing checklist" which will identify and summarize the project by distinguishing key elements and opinion of probable project costs. 2. Attend 60% submittal meeting with City Staff to assist staff in review of 60% submittal. f) Hold Project 60% review meeting. Prepare meeting agenda and distribute meeting meetings to attendees within five working days of the meeting. Assimilate all review comments, as appropriate and, upon Notice to Proceed. 94 Provide one (1) cct of thc pre final plans and bid documents (90% submittal execution summary, project checklist and plan checklist. #) Hold Project 90% review mccting. Prcparc mccting agenda and distributc mccting mcctings to attcndccs within five working days of thc mccting. Assimilate all review commcnts, and incorporatc any rcquircmcntc into thc plans and specifications, and advicc City of rccponding and non rccponding participants as appropriatc and, upon Noticc to Proceed. i) Provide one (1) set of the final (100%) plans (unsealed and unstamped - electronic and full-size hard copy using City Standards as applicable) for City's final review. EXHIBIT "A" Page 3 of 10 Revised November 26, 2013 j) Assimilate all final review comments Upon approval by the Director of Engineering Services, provide one (1) set of the final plans and contract documents (electronic and full-size hard copy using City Standards as applicable) suitable for reproduction. Said bid documents henceforth become the shared intellectual property of the City of Corpus Christi and the Consultant. The City agrees that any modifications of the submitted final plans (for other uses by the City) will be evidenced on the plans and be signed and sealed by a professional engineer prior to re -use of modified plans. k) Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that all submittals of the interim, pre -final (if required), and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City. Additional revisions or design submittals are required (and within the scope of Consultant's duties under this contract) if, in the opinion of the City Engineer or designee, Consultant has not adequately addressed City - provided review comments or provided submittals in accordance with City standards.. I) Prepare and submit Monthly Status Reports to the Project Manager no later than the last Wednesday of each month with action items developed from monthly progress and review meetings. See Exhibit "A-2" for required form. m) Provide copy of contract documents along with appropriate fcc to TcxaG ■ acccccibility requirements for pedestrian improvements (as authorizcd by Additional Services). The City staff will: a) Designate an individual to have responsibility, authority, and control for coordinating activities for the construction contract awarded. b) Provide the budget for the Project specifying the funds available for the construction contract. c) Provide electronic copy the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. 3. Bid Phase. The A/E will: a) Prepare draft Authorization to Advertise (ATA). b) Participate in the pre-bid conference and provide a meeting agenda for critical construction activities and elements impacted the project. c) Assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. d) Review all pre-bid questions and submissions concerning the bid documents and prepare, in the City's format, for the Engineering Services' approval, any addenda or other revisions necessary to inform contractors of approved changes prior to bidding. e) Attend bid opening, analyze bids, evaluate, prepare bid tabulation, and make recommendation concerning award of the contract. f) In the event the lowest responsible bidder's bid exceeds the project budget as revised by the Engineering Services in accordance with the A/E's design phase estimate required above, the Engineer will, at its expense, confer with City staff and make such revisions to the bid documents as the City staff deems necessary to re -advertise that particular portion of the Project for bids. EXHIBIT "A" Page 4 of 10 Revised November 26, 2013 g) Prepare Agenda Memoranda and PowerPoint presentation in City format for City Council Meeting. The City staff will: a) Arrange and pay for printing of all documents and addenda to be distributed to prospective bidders. b) Advertise the Project for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with the assistance of the NE) any addenda, prepare and supply bid tabulation forms, and conduct bid opening. c) Receive the Engineer's recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. d) Prepare, review and provide copies of the contract for execution between the City and the contractor. 4. Construction Administration Phase. The NE will perform contract administration to include the following: a) Participate in pre -construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. b) Review, Contractor submittals and operating and maintenance manuals for conformance to contract documents. c) Review and interpret field and laboratory tests. d) Provide interpretations and clarifications of the contract documents for the contractor and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. e) Make regular visits to the site of the Project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This will not be confused with the project representative observation or continuous monitoring of the progress of construction. f) Prepare change orders as authorized by the City; provide interpretations and clarifications of the plans and specifications for the contractor and authorize minor changes which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. g) Review, evaluate and recommend for City consideration Contractor Value Engineering proposal. h) Attend final inspection with City staff, provide punch list items to the City's Construction Engineers for contractor completion, and provide the City with a Certificate of Completion for the project upon successful completion of the project. i) Review Contractor -provided construction "red -line" drawings. Prepare Project record drawings and provide a reproducible set and electronic file (AutoCAD r.14 or later) within two (2) months of final acceptance of the project. All drawings shall be CADD drawn using dwg format in AutoCAD, and graphics data will be in dxf format with each layer being provided in a separate file. Attribute data will be provided in ASCII format in tabular form. All electronic data will be compatible with the City GIS system. The City staff will: a) Prepare applications/estimates for payments to contractor. b) Conduct the final acceptance inspection with the Engineer. EXHIBIT "A" Page 5 of 10 Revised November 26, 2013 B. ADDITIONAL SERVICES This section defines the scope of additional services that may only be included as part of this contract if authorized by the Director of Engineering Services. A/E may not begin work on any services under this section without specific written authorization 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. The A/E shall, with written authorization by the Director of Engineering Services, perform the following:: 1. Permit Preparation. Furnish the City all engineering data and documentation necessary for all required permits. The A/E will prepare this documentation for all required signatures. The A/E will prepare and submit identified permits as applicable to the appropriate local, state, and federal authorities, including: - in the area b. TxDOT utility and environmental permits, multiple use agreements c. Wetlands Delineation and Permit d. Temporary Discharge Permit c. NPDES Pcrmit/Amcndmcnts (including SSC, NOI NOT) f. Texas Commi:cion of Environmental Quality (TCEQ) Pcrmits/Amcndmcnts g. Nueces County h. Tcxas Historical Commi:fion (THC) U.S. Fish and Wildlife Service (USFWS) j. U.S. Army Corps of Engineers (USACE) k. United States Environmental Protection Agency (USEPA) Texas Department of Licensing and Regulation (TDLR ) n Texas General Land Office (TGLO) Other agency project specific permits Right of Way (ROW) Acquisition Survey. All work muct comply with Catcgory 1 A, Practice for Land Surveying in the State of Texas, Ninth Edition. All work must be tied to and in conformance with the City's Global Positioning System (GPS) control network. All work must comply with all TxDOT requirements as applicable. Perform surveys to dctcrminc apparcnt right of way widths. existing apparcnt ROW. NE muct obtain Prcliminary Title Rcports from a local title company and provide copies of thc title reports to thc City. Prcliminary Title Report shall identify title ownership and any title encumbrances to all right of way to be acquired. :9) Provide a prcliminary bacc map containing apparcnt ROW, which will be used by thc NE to develop thc proposed alignment and its position relative to thc existing and proposed ROW. This prcliminary base map must show lot or property lines, d-) Prepare Metes and Bound Instrument with supporting exhibits as required and agreed upon, subsequent to ELR acceptance for ROW parcels, utility ascmcnts AA EXHIBIT "A" Page 6 of 10 Revised November 26, 2013 3. Topographic Survey anti Panel Deccriptionc All work must be tied to and conform with the City's Global Positioning System (GPS) control network and comply with Category 6, Condition I specifications of the Texas Society of Professional Surveyors' Manual of Practice for Land Surveying in the State of Texas, Ninth Edition. Include reference to a minimum of two (2) found boundary monuments from the project area. a) Establish Horizontal and Vertical Control. b) Establish both primary and secondary horizontal/vertical control. c) Set project control points for Horizontal and Vertical Control outside the limits of project construction disturbance. d) Horizontal control will be based on NAD 83 State plane coordinates (South Zone), and the data will have no adjustment factor applied — i.e. — the coordinate data will remain in grid. e) Vertical control will be based on NAVD 88. f) All control work will be established using conventional (non -GPS) methods. Perform topographic surveys to gather existing condition information. g) Locate proposed soil/pavement core holes as drilled by the City's Geotechnical Engineering Consultant. h) Obtain x, y, and z coordinates of all accessible existing sanitary sewer, storm sewer, water and gas lines as well as any other lines owned by third -parties and locate all visible utilities, wells and signs within the apparent ROW width along project limits. No utility connections will be shown. Surveying services, related to subsurface engineering (SUE) shall be provided as part of the scope of work for SUE. i) Locate improvements within the apparent ROW. j) Locate and identify trees, at least five inches in diameter within the apparent ROW. k) Generate electronic planimetric base map for use in project design. 13 Set property corners and prepare right of way strip parcel map depicting all parcels propoccd for acquisition. Mctcs and bounds dcccriptions mutt indicate parent tract ares based on thc most accurate information available. Strip map casements within thc parcels to bc acquired and those within adjacent parcelo must be shown. m) Prepare individual signed and c alcd parcel maps and legal descriptions for the required right of way acquisition for parcels and easements. A strip map showing all parcels required will bc submitted along with parcel descriptions. Additional fccs may bc rcquircd in resolving boundary conflicts bctwccn Owners. NE shall submit parcel maps and legal descriptions prior to the 60% submittal. and disposal of hazardous materials and/or contaminated soils that may be discovered during construction. 5. Public Involvement. Participate in two public meetings. One public meeting shall be handouts and exhibits for meetings. Provide follow up and response to citizen City. Prepare notices, handouts and exhibits for public information meetings. EXHIBIT "A" Page 7 of 10 Revised November 26, 2013 6. Subsurface Utility Investigation Provide subsurface utility engineering in accordance with ASCE Standard "ASCE C I, 38 02, Standard Guideline for the Collection and Depiction of Existing Subsurfacc Utility Data" including, but not limited to, hydro cxcavation. The propoccd cubcurfacc utility invcctigation will bc as follows: Excavation The survey scope includes working with a subsurface utility excavator to perform Quality Level A investigation of undcrground utilities use of nondestructive digging equipment at critical points to determine thc at this quality level will bc physically located and ticd to thc topographic survey control. The utility will be identified and an elevation will be obtained to the top of the utility. +i} Utility Location The survey scope includes locating certain utilities to Quality Level B (Quality Level B involves surveying visible above ground utility facilities, such as manholes, valve boxes, posts, etc., and correlating this information with existing utility records.) These utilities will locations. +i+) Storm Water Storm water facilities within the projcct limits will bc located to Quality Level C. Locations will bc bated on thc surveyed locations of accessible storm water manholes and drainage inlets. +v} Wastewater Wastewater facilities within the project limits will be located to Quality Level C. Locations will be based on the surveyed locations of acccccible wastewater manholes. Wastewater lines that arc not to be replaced as part of this project and that fall within the footprint of construction related cxcavation shall bc located at Quality Level A. } Water Water facilities within thc projcct limits will bc located to Quality Level C. 4-4 - -'-- C by the A/E. The City of Corpus Christi Gas Department will provide Quality Level A. The A/E will coordinate this activity. 14) Inform local franchises whose utilities fall within thc footprint of construction rclatcd cxcavation of thc potential for cncountcring thcir utility lines during construction. 7. Construction Observation Services. To Be Determined. 8. 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. 9. Start -Up Services EXHIBIT "A" Page 8 of 10 Revised November 26, 2013 Provide services as described in Exhibit A-1. 10. Provide SCADA Documentation Provide services as described in Exhibit A-1. 11. Project Coordination Services Provide services as described in Exhibit A-1. 12. Control System Integration Provide services as described in Exhibit A-1. 13. Operations and Maintenance Manual and Training Provide services as described in Exhibit A-1. 14. Windstorm Provide services as described in Exhibit A-1. 15. Process Automation System Development Provide services as described in Exhibit A-1. II. SCHEDULE ACTIVITY DURATION DATE PRELIMINARY PHASE 4 MONTHS 4 MONTHS AFTER NTP DESIGN PHASE 11 MONTHS 15 MONTHS AFTER NTP BID PHASE 4 MONTHS 19 MONTHS AFTER NTP CONSTRUCTION PHASE 17 MONTHS 36 MONTHS AFTER NTP III. FEES A. Fee for Basic Services. The City will pay the A/E a fixed fee for providing for all "Basic Services" authorized as per the table below. The fees for Basic Services will not exceed those identified and will be full and total compensation for all services outlined in Section I.A.1-4 above, and for all expenses incurred in performing these services. The fee for this project is subject to the availability of funds. The Engineer may be directed to suspend work pending receipt and appropriation of funds. For services provided, A/E will submit monthly statements for services rendered. The statement will be based upon A/E's estimate (and with City's concurrence) of the proportion of the total services actually completed at the time of billing. City will make prompt monthly payments in response to A/E's monthly statements. EXHIBIT "A" Page 9 of 10 Revised November 26, 2013 B. Fee for Additional Services. For services authorized by the Director of Engineering Services under Section I.B. "Additional Services," the City will pay the A/E a not -to -exceed fee as per the table below: Summary of Fees Basic Services Fees 1. Preliminary Phase $152,237 2. Design Phase $524,317 3. Bid Phase $13,620 4. Construction Administration Phase $212,112 Subtotal Basic Services Fees $902,286 Additional Services Fees (Allowance) 1. Permit Preparation $24,949 3. Topographic Survey and Parcel Descriptions* $1,600 8. Warranty Phase $11,200 9. Start -Up Services $14,946 10. Provide SCADA Documentation $26,576 11. Project Coordination Services $24,940 12. Control System Integration $5,931 13. Operations and Maintenance Manual & Training $14,349 14. Windstorm $4,660 15. Process Automation System Development $60,375 Sub -Total Additional Services Fees Authorized $189,526 Total Authorized Fee $1,091,812 *Additional Services which are requested to be authorized in coordination with the notice to proceed for Basic Services. EXHIBIT "A" Page 10 of 10 Revised November 26, 2013 EXHIBIT "A-1" (Provides supplemental description to Exhibit 'N. Task List does not supersede Exhibit 'N.) CITY OF CORPUS CHRISTI, TEXAS O.N. Stevens Facilities Feed Optimization Improvements Project No. E12211 TASK LIST PROJECT BACKGROUND O.N. Stevens WTP Facilities Feed Optimization Improvements is based upon the analysis and recommendations made for alum, polymer, and liquid ammonium sulfate (LAS) facilities, along with select elements of sedimentation basin hydraulic improvements, and alkalinity adjustment (referenced as Lime Slurry Feed and Storage System) outlined in the Facility Analysis Engineering Report for the O.N. Stevens Water Treatment Plant (ONSWTP) provided under City of Corpus Christi Project No. 8426 and also the Draft Design Memorandum for the ONSWTP Facilities Feed Optimization Improvements provided under Amendment No. 1 of City of Corpus Christi Project No. 8605 as submitted in January 2011. In addition, caustic pumps replacement and chlorine feed point modifications are proposed herein. PURPOSE The purpose of this project is to provide select improvements for alum, polymer, LAS, caustic, chlorine, and sedimentation basins, which will include: chemical storage, chemical feed, chemical injection, instrumentation, electrical, and structural improvements. It will also include a feasibility study to address proper alkalinity adjustment during turbidity and alkalinity excursions associated with storm events. The above will be provided through basic and additional services in accordance with the Agreement between ENGINEER and OWNER. This contract will be combined with the Raw Water Influent Improvements project (City Project 8643, by others) into one bid package. The Scope of Work is as follows: Basic Services: 1. Preliminary Phase 2. Design Phase 3. Bid Phase 4. Construction Phase Additional Services: 1. Permitting 2. Topographic Survey 3. Warranty Phase EXHIBIT "A-1" Page 1 of 19 4. Start-up Services 5. SCADA Documentation 6. Project Coordination 7. Control System Integration 8. Operations and Maintenance Manual and Training 9. Windstorm 10. Process Automation and System Development PROJECT ASSUMPTIONS The following assumptions have been used to develop the Scope of Services and budget for this project. 1. The improvements shall be accomplished as a traditional design -bid -build project. 2. The deliverables will be combined with the Raw Water Influent Improvements project (City Project 8643, by others). LNV, Inc. and others will be responsible for the scope of services outlined in respective contracts. Others will package combined plans, specs, for bidding purposes. LNV, Inc. will coordinate with others with regard to combining bid packages and avoiding overlapping design. PROJECT ELEMENTS The O.N. Stevens WTP Facilities Feed Optimization Improvements will consist of the following major elements: 1. Chemical Storage Improvements (Designed for 200 MGD plant capacity) a. Bulk and day tank storage will be provided for alum and polymer. Existing polymer tanks will be used for West LAS Storage as appropriate, and Alum tanks will be replaced. A new day tank will be provided for LAS. b. Existing containment areas will be re -used or re -purposed when possible. Chemical Feed Improvements a. New flow -paced metering pumps for feeding of alum, polymer, LAS and caustic will be provided. b. Two (2) uninstalled spare flash mix pumps shall be specified for replacement of in-service pumps for alum as needed. 3. Chemical Injection Point Modifications a. New injection points for alum and polymer will be provided at the new flash mix and valve structures upstream of the four sedimentation basins. Direct inject chemical diffusers will also be provided as redundancy for alum and polymer. EXHIBIT "A-1" Page 2 of 19 b. Injection points for LAS and the existing chlorine delivery system will be relocated to a new chemical feed structure. This will also include rerouting of chemical feed piping. 4. Sedimentation Basin Hydraulic Improvements Plant No.1 a. For each basin, demolish the primary sedimentation basin influent channel and construct a concrete ported distribution wall to help distribute flow along the width of the basin, and to reduce short-circuiting of flow through the basin. b. For each basin, demolish the 4 -foot wide by 5 -foot high gate used to bypass the center mixing tank between the primary and secondary sedimentation basins. Expand the opening to 8 -foot wide by 6 -foot high. This is required to reduce the head loss through the opening at the future plant design flow of 200 mgd. c. Seal the hydraulic connection between the two secondary sedimentation basins. Plant No. 2 a. For each basin, demolish the primary sedimentation basin influent channel and construct a concrete ported distribution wall to help distribute flow along the width of the basin, and to reduce short-circuiting of flow through the basin. b. For each basin, demolish the 4 -foot wide by 5 -foot high gate used to bypass the center mixing tank between the primary and secondary sedimentation basins. Expand the opening to 8 -foot wide by 6 -foot high. This is required to reduce the head loss through the opening at the future plant design flow of 200 mgd. 5. Instrumentation and Controls New instrumentation and controls will be provided for the alum, polymer, and LAS facilities to provide flow measurements for flow -paced chemical injection, monitor individual tanks levels, calculate current chemical inventories and assist in chemical storage leak detection. Existing instrumentation and controls will be modified as necessary for the new caustic feed pumps. 6. SCADA and Integration The Contractor will provide all integration services. SCADA and integration design services will be provided for alum, polymer, LAS and caustic accordingly to modernize the plant control system to improve the optimization and control of chemical addition, provide flow -paced control, and support the redundant controller systems to improve overall plant control and reliability. All new and relocated instrumentation will be integrated into the Plant SCADA HMI system via new and existing PLC installations. EXHIBIT "A-1" Page 3 of 19 7. Electrical Feed Improvements Necessary electrical feed improvements will be provided to serve alum, polymer, and LAS improvements accordingly. These improvements will serve the pumps, receptacles, instrumentation, area lighting, and area buildings. The "PCR #8 and PCR #9 5kV Loop Completion" work includes the following: • Complete the 4.16kV North / South redundant feeder power distribution tie between existing PCR's #8 and #9 switchgear to include underground ductbank, manholes "MH6" and "MH6A", #500kCM Cable / terminations and the fiber optic cable tie between patch panels located at PCR #8 and PCR #9. • The Pre -Sedimentation Basin Low Lift Pumps, (3 - 125hp each), refeed from PCR #8. This includes underground ductbank and surface raceway to/at the pump station as well as 480V motor T -leads and motor local control wiring between the pump station and PCR #8. Also 480V refeed to the station "mini power center" from PCR #8. • 480V refeed to the "mini power centers",( one for each), at Decant Structures #1 and #2 from PCR #8 • Demolition of electrical and instrumentation devices, conduit and associated appurtenances attached and local to the Raw Water Metering Pit, the Raw Water Junction Box, the Raw Water Receiving Unit and Chemical Feed Pumps. • Demolition of the Low Lift Pump Station Motor Control Center and Transformer. Also the 4.16kV temporary overhead feeder, (and poles), between PCR #8 switchgear and the Low Lift Pump Station MCC. 8. Civil Site Work Pavement repairs and overall grading/drainage improvements will be made as outlined in the Draft Design Memorandum for the ONSWTP Facilities Feed Optimization Improvements. It is estimated that approximately 62,000 SF of pavement repair will be required. In addition, this contract includes all civil site work associated with or adjacent to the facilities proposed in the Raw Water Influent Improvements project. Any pavement which has been cut, broken, or otherwise damaged during construction will be repaired or replaced. 9. Structural Improvements a. Sun shade canopies and/or enclosures will be provided to protect all pumps for alum, polymer and LAS. b. New containment area will be provided for South Alum System. EXHIBIT "A-1" Page 4 of 19 c. The containment area for the West Alum System will be adequately expanded. d. The containment area for the West Polymer System may need to be expanded to provide adequate operation and maintenance access and will be evaluated and in the preliminary design phase. e. Slab on grade foundations and conventional spread footings will be considered for proposed foundations. 10. Alkalinity Adjustment ENGINEER will provide a feasibility study to address proper chemical, storage, delivery and injection systems to adjust alkalinity during excursions associated with storm runoff events where alum is used in excess. Cost estimates will be provided for alternatives considered. 11. Demolition and/or Abandonment of Existing Structures and/or Systems The following will be demolished in their entirety: a. Alum • North alum storage, feed and yard piping system • West alum feed and yard piping system b. Polymer • North polymer storage, feed and yard piping system • West polymer feed and yard piping system c. LAS • West LAS storage, feed and yard piping system d.Chlorine • Chlorine piping west of sedimentation basins and injection points e. Caustic • Caustic feed pumps/VFDs SCOPE OF SERVICES All tasks shown below are associated with the improvements shown in the above Project Elements section ONLY. A. BASIC SERVICES PART 1 - PRELIMINARY DESIGN PHASE TASK 1.0 DESIGN BASIS MEMORANDUM Design criteria will be developed and refined for process and equipment sizing, site layouts, sample/representative process control descriptions, construction phasing requirements, preliminary instrumentation and control diagrams and cost estimates as appropriate for a Preliminary level of design. Included in this task are the following subtasks: EXHIBIT "A-1" Page 5 of 19 1.1 Data Collection Review plant operational data and procedures in the field to confirm approaches to be used in preliminary design. 1.2 Design Basis Memorandum Prepare a Design Basis Memorandum that addresses the alum, polymer, LAS, caustic, chlorine, alkalinity adjustment feasibility and sedimentation basin design criteria for the O.N. Stevens WTP Facilities Feed Optimization Improvements. The Design Basis Memorandum shall be composed of a series of chapters addressing the major project elements. The Memo will document the critical design criteria and assumptions, including 15-30% Drawings, process and equipment selection, mechanical and structural layouts, and cost estimates for the project elements. The overall intent of the Design Basis Memorandum is to document the critical design criteria, design considerations, and provide a description of the recommended improvements. It is not the intent to evaluate every possible alternative or to make wholesale changes to the existing processes. The Design Basis Memorandum will address the following components: 1.2.1 Design Criteria Summarize the intent of the project, and present the Basis of Design for the project in tabular form, listing each process element and key information for associated equipment, such as number and size of units, capacities, etc, for those project elements that will be designed. 1.2.2 Chemical Storage Improvements Develop preliminary design concepts for chemical storage, both bulk and day tank, facility improvements for alum, polymer and LAS. 1.2.3 Chemical Feed Improvements Develop preliminary design concepts for flow -paced chemical feed facilities for alum, polymer, LAS and caustic. 1.2.4 Chemical Injection Improvements Develop preliminary design concepts for relocating or making improvements upon existing chemical injection points for alum, polymer, LAS and chlorine. EXHIBIT "A-1" Page 6 of 19 1.2.5 Sedimentation Basin Hydraulic Improvements Develop preliminary design concepts to improve flow distribution and decrease head losses in the sedimentation basins. 1.2.6 Instrumentation and Controls Develop preliminary design concepts for instrumentation and controls for alum, polymer, LAS and caustic. 1.2.7 SCADA Develop preliminary design concepts for SCADA for alum, polymer, LAS and caustic. 1.2.8 Electrical Improvements Develop preliminary design concepts for the electrical improvements for alum, polymer, LAS and caustic. 1.2.9 Alkalinity Adjustment Develop feasibility study and cost estimates which address proper chemical, storage, delivery and injection system to provide additional alkalinity during storm events where alum is used in excess. 1.2.10 Civil Site Work Develop preliminary design concepts for civil site work improvements including roadways, grading and drainage. 1.2.11 Structural Improvements Develop preliminary design concepts for structural improvements 1.3 Preparation of Preliminary Contract Documents Prepare Preliminary Plans based on the Design Basis Memorandum and the decisions from the Design Workshop and as selected by the OWNER. Drawings shall be prepared on 11" x 17" sheet format per the OWNER's standards using AutoCAD software. Drawings shall be provided with text file format that index file name with sheet number. The Preliminary Contract Documents shall include: a. Site plans EXHIBIT "A-1" Page 7 of 19 b. Facility layouts of process structures c. Mechanical plans, pipe routing & cross sections d. Process flow diagrams e. Process & instrumentation diagrams f. Structural plans, sections and elevations g. Electrical improvements h. Preliminary Opinion of Probable Cost 1.4 Quality Management Check The ENGINEER's shall perform an internal Quality Management Check of the Preliminary Contract Documents. 1.5 Deliverables 1.5.1 Design Basis Memorandum An electronic version (PDF file) of each chapter of the Draft Design Basis Memorandum will be provided to the OWNER for review and comment. Comments received from the OWNER will be incorporated in a final version of each chapter. 1.5.2 Final Design Basis Memorandum (30%) Submittal The ENGINEER shall prepare and submit the Final Design Basis Memorandum with plans and specifications at the 15-30% level of completion in accordance with Exhibit A. The Final Design Basis Memorandum submittal shall include the various discipline plans, technical specifications, and typical details as appropriate to the level of design at the time of submittal and in accordance with the OWNER's final review comments. 1.5.3 Drawings Provide an electronic copy of the Preliminary Drawings (PDF format). 1.6 Meetings and Workshops Attend project meetings throughout the preliminary design phase to keep the OWNER informed on the progress, issues, and development of the preliminary design. Additionally, these meetings will facilitate identification of the project goals and proposed timetables. These meetings and workshops are described further as follows: EXHIBIT "A-1" Page 8 of 19 1.6.1 Kick -Off Meeting Attend preliminary design project kick-off meeting with project participants to review the design Scope of Work and preliminary design delivery schedule. 1.6.2 Project Workshop Attend two full-day workshops. The purpose of the workshop will be to discuss the project with OWNER's personnel and make decisions. The ENGINEER will provide an agenda for the workshop no less than 3 days in advance of the workshop and will record the workshop activities, action items, and decisions. 1.6.3 Design Basis Memorandum Review Workshop Attend up to two (2) 2 hr workshops. The purpose of the workshops will be to review the Draft Design Basis Memorandum to incorporate OWNER's review comments into the Final Design Basis Memorandum. The ENGINEER shall develop and distribute to project contributors a preliminary schedule of all required project documentation and assign responsibility for creating, updating and distributing project documentation. Additionally, the ENGINEER shall revise and redistribute such schedule throughout the life cycle of the project PART 2 - DESIGN PHASE The ENGINEER shall complete a final design in accordance with the design concepts set forth in the Preliminary Phase. Detailed drawings, technical specifications, and typical details shall be developed for mechanical project elements. Technical specifications shall be based on the format of the Construction Specifications Institute (CSI). Note: The ENGINEER will use the OWNER's plan preparation standards for their specific construction contract documents. TASK 2.0 PLANS AND SPECIFICATIONS 2.1 Prepare Plans and Specifications Provide plans and specifications in accordance with Exhibit A. 2.2 60 -Percent Interim Design Submittal The ENGINEER shall prepare and submit plans and specifications at the 60 percent level of completion in accordance with Exhibit A. The 60 percent design submittal shall include the various discipline plans, technical specifications, and typical details as appropriate to the level of design at the time of the submittal. EXHIBIT "A-1" Page 9 of 19 The ENGINEER shall also attend a half-day submittal review workshop with OWNER Staff for the 60 -Percent design submittal. The design team shall develop a log of the OWNER's review comments and submit with the Pre -Final (100 Percent) submittal. 2.3 100 -Percent Pre -Final Design Submittal The ENGINEER shall prepare and submit plans and specifications at the 100 -percent level of completion in accordance with Exhibit A. The 100 -percent design submittal shall include the various discipline plans, technical specifications, and typical details as appropriate to the level of design at the time of the submittal. Attend a half-day submittal review workshop with OWNER Staff for the Pre -Final design submittal to the OWNER. The design team shall develop a log of the OWNER's review comments and submit with the Pre -Final (100 Percent) submittal. 2.4 Quality Management Check The ENGINEER shall perform an internal detailed quality management check, in accordance with Exhibit A. 2.5 Final Opinion of Probable Cost The ENGINEER shall update the cost estimate and provide a final opinion of probable cost, in accordance with Exhibit A. 2.6 Final Design Submittal The ENGINEER shall submit final documents, ready for bid solicitation, in accordance with Exhibit A. PART 3 - BID PHASE TASK 3.0 BID PHASE SERVICES 3.1 Pre -Bid Conference ENGINEER will assist OWNER in conducting a Pre -Bid Conference to review the details of the project and solicit questions regarding the Bid Documents. ENGINEER will document the conference in writing within 5 working days. 3.2 Addenda Preparation and Response ENGINEER will answer OWNER and Contractor questions, develop written responses in the form of Contract Addenda, provide (1) set of any required addenda for distribution to Bidders. EXHIBIT "A-1" Page 10 of 19 3.3 Bidding Coordination ENGINEER will assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. 3.4 Bid Evaluation and Recommendation of Award The ENGINEER will tabulate and review all bids received for compliance with the requirements of the bid documents, including addenda. After consultation with OWNER, the team will prepare a written award recommendation based on this review and knowledge of proposed contractors' and subcontractors' past performance records. PART 4 - CONSTRUCTION PHASE TASK 4.0 CONSTRUCTION PHASE SERVICES Construction Phase Services shall be provided in accordance with Exhibit A and as follows: 4.1 Pre -Construction Meeting Attend in accordance with Exhibit A. 4.2 Review Submittals and Test Results ENGINEER will receive, log and distribute for review and approval the submittals, shop drawings, samples, test results, operations and maintenance manuals, and other data that Contractor is required to submit. ENGINEER will distribute and file the submittals after review action has been taken. ENGINEER will follow-up to verify that revisions are made and resubmitted as required and will verify that such required submittals are received and approved prior to installation or payment for the materials covered. ENGINEER will also perform a review of the schedule of shop drawing submissions and schedule of values prepared by Contractor and will discuss status of the submittals at construction progress meetings. ENGINEER will be responsible for completing the submittal reviews within 15 business days and for monitoring the status and timeliness of responses. ENGINEER, with other Project Team members, will review and approve product data, shop drawings, samples, test results, operations and maintenance manuals, and other data that the Contractor is required to submit. However, such reviews will be conducted only for conformance with the design concept of the Project and compliance with the information given in the Contract Documents. Such review and approval or other action will not extend to means, methods, sequences, techniques or procedures of EXHIBIT "A-1" Page 11 of 19 construction selected by Contractor, or to safety precautions and programs incident thereto. ENGINEER will maintain a submittal log showing dates of submittal, transmittal action to other sub -consultants, dates of return and review action. Copies of the log will be furnished to the OWNER and the Contractor monthly. ENGINEER will also evaluate the Contractor's request for substitutions. Submittal review efforts are based on a maximum of two (2) reviews per submittal and that no more than fifty percent (50%) of the total number of first submittal will require two (2) reviews. The level of effort for this task is based on receiving 100 shop drawing submittals. 4.3 Interpretations/Clarifications and Responses to Requests for Information The ENGINEER shall review and respond in writing to RFIs for those elements of the Project designed by the ENGINEER. Questions and concerns that arise during construction shall be documented using the Request for Information (RFI) format. Design team members shall provide oversight in each discipline to ensure that the decisions made in design are incorporated in the responses to RFIs generated during construction. ENGINEER will maintain an RFI log showing dates of submittal, transmittal action to other sub -consultants, dates of return, and a summary of the response. Copies of the log will be furnished to the OWNER and the Contractor monthly. The level of effort for this task is based on receiving 25 RFIs. 4.4 Site Visits ENGINEER will make regular visits (two per month for the duration of construction and startup) to the site to observe the general progress and quality of construction for those elements of the Project designed by the ENGINEER, and to confer with OWNER's on- site staff. 4.5 Change Orders ENGINEER will review cost and time estimates for change orders and for Contractor's claims for additional cost or compensation due to differing site conditions, force majeure, material or equipment shortages, or other causes. ENGINEER will also provide an estimate of the additional Design Consultant costs (if any) that would be incurred as a result of the change order. ENGINEER will evaluate Contractor's claims to determine whether they are justified under the Contract and will review Contractor's proposals for additional compensation, credits, and/or time relating to changes or claims. ENGINEER will make recommendations to the City's Project Manager on the amount of additional EXHIBIT "A-1" Page 12 of 19 compensation, credit, or time extension due to the Contractor. In addition, ENGINEER will clarify matters and work to resolve discrepancies with the Contractor. ENGINEER, with other Project Team members, will perform necessary design revisions in connection with change orders to reflect modifications requested by the City, or as required by unforeseen conditions. Coordination of the resulting change order requests and any additional Design Consultant research and design efforts, up to a maximum number of hours as shown in the fee schedule, are included in this scope. ENGINEER, with input from other Project Team members, will consider and evaluate Contractor's suggestions for changes in the Contract Drawings or Specifications and respond as appropriate or as required by the Contract Documents. ENGINEER will coordinate with the City and provide recommendations pertaining to the suggested design modifications. ENGINEER, with other Project Team members, will also perform necessary design revisions authorized by the City in connection with change orders to reflect modifications requested by the Contractor and will perform services in evaluating substitutions proposed by Contractor. Coordination of the resulting change order requests and any additional Design Consultant research and design efforts, up to a maximum number of hours as shown in the fee schedule, are included in this scope. 4.6 Substantial Completion/Final Acceptance Inspection Following notice from the Contractor, ENGINEER will conduct an inspection to determine if the Project is substantially complete in accordance with the construction documents. If ENGINEER considers the work substantially complete, then ENGINEER will deliver to OWNER and the Contractor a Certificate of Substantial Completion and a list of observed items requiring completion or correction (punch list), date for completion for the punch list, and recommendation for division of responsibilities between the OWNER and the Contractor. ENGINEER will conduct a final inspection to determine if the finished Work has been completed to the standard required by the Contract Documents and that Contractor has fulfilled its obligations as required. This inspection will be based on the punch list and any other functional or operational deficiencies that occur in the time period between when the punch list is generated and the Final Inspection. A final list of items to be completed or corrected in accordance with the requirements of the construction documents will be prepared and submitted to the Contractor. After the Contractor has completed the work of the final punch list and upon written notice from the Contractor, ENGINEER will review and determine that items on the final list have been completed or corrected and make recommendations to the OWNER concerning acceptance and final payment. EXHIBIT "A-1" Page 13 of 19 4.7 Review Contractor -Submitted Operations and Maintenance Manuals Provide in accordance with Exhibit A for those elements of the Project designed by the ENGINEER. 4.8 Record Drawings ENGINEER will prepare and deliver to the City record drawings of the constructed work both in hard copy and complete electronic files for the project in AutoCAD and PDF. Record drawing information will be obtained from redlined drawings prepared by the Contractor and will be prepared in accordance with Exhibit A for those elements of the Project designed by the ENGINEER. 4.9 Construction Coordination Provide construction administration, quality control, value engineering support and coordination: ENGINEER will provide construction administration and quality control services during the course of the project to assure that the overall technical correctness of the construction phase services and that specified procedures are being followed and ENGINEER's schedules are being met. ENGINEER will provide coordination functions during the construction phase as follows: • Coordinate with regulatory and approving agencies and utilities as required. • Coordinate the work of specialty sub -consultants assigned to the project. • Maintain and provide detailed project records and documentation during the construction phase. Project records will include correspondence, schedules, submittals, test data, project data, payments, change orders, meeting minutes, clarifications, mark-ups of drawings and specifications, and other such documentation. Project records will be delivered to the City's representative upon completion of the construction contract. Records will be maintained at the ENGINEER's office. • Project Management Manuals. • Status reports for the construction contract will be provided. 4.10 Monthly Progress Meetings ENGINEER will attend monthly construction progress meetings (1 per month for the duration of construction) along with owner representative and contractor to receive progress reports on construction schedules, costs, issues, etc. ENGINEER will prepare and distribute meeting minutes within a one week period of each meeting. EXHIBIT "A-1" Page 14 of 19 B. ADDITIONAL SERVICES The following describes the Additional Services that may be provided as part of the project, upon written authorization by the OWNER. 1. PERMITTING TCEQ Design Submittal: The ENGINEER shall coordinate, prepare, and submit the required Summary Transmittal Letter documentation for TCEQ notification and authorization to begin construction. Update the ONSWTP Concentration -Time (CT) Study and Surface Water Monthly Operating Report (SWMOR) accordingly. 2. TOPOGRAPHIC SURVEY Provide Topographic Survey services as described in Exhibit A for those elements of the project designed by the ENGINEER. 3. WARRANTY PHASE SERVICES Provide Warranty Phase services as described in Exhibit A for those elements of the Project designed by the ENGINEER. In addition to the Warranty Phase services described in Exhibit A, provide the services of ENGINEER's staff (up to 60 hours total) to resolve equipment issues and other warranty issues that may arise during the warranty period. 4. START-UP SERVICES Provide Start-up services for those elements of the Project designed by the ENGINEER. The ENGINEER shall provide detailed checklist and start-up coordination to assist the Contractor in performing all integration and programming. The ENGINEER will also coordinate start-up assistance of the equipment with the appropriate Contractor staff to assure Project start-up activities are performed expeditiously. Validate that the testing program submitted by the Contractor is in conformance with the Contract Documents and assure that the system(s) will respond properly during normal operations and anticipated unusual conditions. Observe conduct of testing and startup and verify that the approved testing program is followed and the reports provided are accurate and complete. Review the Contractor's training plan and instruction materials for compliance with Contract Documents. Contractor or Manufacturer training presentations will be scheduled and coordinated with OWNER personnel and facility operation. EXHIBIT "A-1" Page 15 of 19 5. PROVIDE SCADA DOCUMENTATION Provide standardized SCADA documentation, which will include PFDs, P&IDs, loop sheets, logics, SCADA architecture, DCS I/O lists, instrument lists, tie-in lists, piping lists, equipment lists, and instrumentation specification sheets. The construction documents will include the requirements within the Construction Contract and specifications that the Contractor is to prepare SCADA documents as specified, for submission to the ENGINEER for review and approval. ENGINEER will provide the final SCADA documentation to OWNER in organized format when approved. Prepare construction documents listing requirements and specifications for the contractor to prepare an equipment operation and maintenance manual for submittal to the OWNER. Incorporate review comments from the OWNER, ENGINEER, OWNER operations personnel and program manager and develop a final equipment O&M manual. 6. PROJECT COORDINATION SERVICES The ENGINEER shall attend additional project coordination meetings no more often than bi-monthly, which will be billed as an additional service. The additional coordination and meetings shall be a maximum of 80 hours. These meetings shall be for the purpose of coordinating the design efforts of the Raw Water Improvements project with this project. Coordination shall consist of ENGINEER's attendance of meetings to jointly discuss and communicate project requirements, critical interfaces and various other correspondences to promote continuity and minimize conflicts. 7. CONTROL SYSTEM INTEGRATION Provide engineering services to review Contractor's control system configuration parameters such as P&ID parameters, set points, and alarm levels required to achieve correct operation, alarming, emergency notification, and response associated with the automated control system. Engineer will support and coordinate with Contractor on integration of the new PLC panel into the existing SCADA system, configuration of the Historical server, integration of the HMI screens into existing system -wide HMI, demonstration and verification to Owner stability of the new, integrated system. This task is subsequent to the Control Logic and Application Development. 8. OPERATIONS AND MAINTENANCE MANUAL AND TRAINING The ENGINEER shall provide engineering services for the operations and maintenance manual and corresponding training as follows: EXHIBIT "A-1" Page 16 of 19 • Provide workshops to identify all required manuals and training required by the Contractor. • Coordinate overall system training and submit Contractor provided training material to OWNER for pre -review prior to training classes. • A total of 3 training support sessions that will last approximately 4 hours are planned. The Contractor provided training will be both classroom and hands- on and is intended to supplement the information presented in the O&M Manual. • Ensure that the Owner is in possession of all Manuals and has received all specified training prior to placing the finished product in service. 9. WINDSTORM Engineer will perform Windstorm calculations, inspections, and provide certification for structures as necessary. The OWNER shall furnish existing windstorm certificates for recertification of existing structures. • Prepare WPI -1 form in accordance with the requirements of the Texas Department of Insurance (TDI) for Windstorm for the each of the New Structures; including foundations. • Review design calculations for new building structures and foundations to insure design is in accordance with the International Building Code 2003/2006 and Texas Dept. of Insurance for Windstorm compliance. • Perform wind pressure calculations in accordance with the International Building Code 2003/2006 for all building envelopes to insure all component and cladding elements meet or exceed the requirements of TDI for Windstorm. • Review all necessary submittals for foundation reinforcing, wall and floor framing, windows/frames/anchoring, doors/frames/anchoring, louvers/frames/anchoring and roofing for compliance with TDI. Initial submittal review and one (1) re -submittal review is included in this contract. Additional review of re -submittal's will be performed at an hourly rate of $150.00. • Perform necessary inspections during the entire construction process for all buildings and their respective foundation systems as required to visually verify that all foundation reinforcing, anchorage, primary and secondary framing, EXHIBIT "A-1" Page 17 of 19 connections, sheathing installation, doors, windows and louvers are all constructed as designed. Additional re -inspections will be performed at an hourly rate of $150.00. • Submit WPI -2 —BC -5 forms upon completion of construction to receive the WPI -8 Windstorm Certificate. Windstorm Certification Requirements: The Contractor/Owner shall be responsible for providing all necessary Design / Assembly Documentation for all windows, doors, louvers...etc. to the Windstorm Engineer / Inspector as required to conform to the requirements of the Texas Department of Insurance. All windows, doors, louvers...etc., at a minimum, shall meet all positive (inward) and negative (outward) wind pressures for "Components and Cladding" in accordance with the International Building Code 2006 (IBC 2006 with latest Texas Revisions) as calculated by Texas Registered Professional Engineer for the specific project. All Custom -Built Doors / Windows must be tested for the appropriate wind design pressures with a certified facility as approved by the Texas Dept. of Insurance prior to receiving any certification. 10. PROCESS AUTOMATION SYSTEM DEVELOPMENT Assist the OWNER with defining and documenting the User Requirements Specifications (URS) for the control system. Control Logic and Application Development is a necessary step in designing, writing, and implementing the proper control logic. This task also insures that the control logic and applications meet the owner's expectations and requirements and that the components function properly before being integrated into the rest of the system. • Engineering Services to solicit from the Owner and document User Requirements Specification (URS) for the Process Automation • Engineering Services to develop Detailed Functional Specification (DFS) and Sequence Of Operation (SOO) based on User Requirements • Engineering Services to determine and specify all control system configuration parameters such as PID parameters, setpoints, and alarm levels required to achieve correct operation, alarming, and emergency notification and response of the automated control system. To include parameters for new pumps and equipment as well as modification to control system parameters for existing equipment. • Engineering Services to develop Integration, Verification, and Validation (IV&V) documentation. Develop phased testing and acceptance plan for the new control system. Develop all required testing scenarios, checklists, acceptance and sign -off documentation, installation and cutover sequence, EXHIBIT "A-1" Page 18 of 19 and other quality control and acceptance documentation to be used by the contractor. • Engineering Services to develop drawings and specifications required by contractor to deliver a functional, integrated Process Automation System. • Engineering Services to coordinate, attend and witness acceptance tests, startup, and commissioning. Determine whether supplied system meets requirements and recommend acceptance to Owner. • Upon successful start-up and commissioning, update Detailed Functional Specification and Sequence of Operation, if required, and submit to Owner with As -Built documentation. • Provide engineering services required to coordinate the integrators development of the Human Machine Interface (HMI) graphics for the operator work stations. • Provide engineering services required to coordinate the integrators programming of the specified PLC platform according to the SOO. • Provide engineering services to coordinate the integrators verification and demonstrate to the OWNER that the PLC and HMI operator workstation function as designed prior to installation in field. EXHIBIT "A-1" Page 19 of 19 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 EXHIBIT B SAMPLE PAYMENT REQUEST FORM COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date: Sample form for: Payment Request Revised 07/27100 Total Amount Previous Total Percent Contract Amd No. 1 Amd No. 2 Contract Invoiced Invoice Invoice Complete $1,000 SO $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°,6 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% Contract for Professional Services Exhibit B SUPPLIER NUMBER TO BE ASSIGNED BY CR Y PURCHASING DIVISION City of CITY OF CORPUS CHRISTI Cornus DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City torovide 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: LNV, Inc. P. O. BOX: STREET ADDRESS: 801 Navigation, Suite 300 FIRM IS: I. Corporation 4. Association CITY: Corpus Christi 2. Partnership 5. Other ZIP: 78408 3. Sole Owner ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest" constituting 3°'b or more of the ownership in the above named "firm.' NameA/ Job Title and City Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Namei� 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 Ha 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 1 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: Dan S. Leyendecker, P . Title: President ia ,`/ / (Type or Print) Signature of Certifying Person: DEFINITIONS Date: .;i1/4 / a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." 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 st1 Engineering O.N. Stevens Facilities Feed Optimization Improvements Council Presentation April 12, 2016 Project Location Corpus Chr sti Engineering CALALLEN NoMmesl. rt Supeicenter cs, IN,37 Project Location 0 11 2 Project Location Corpus Chr sti Engineering 3 Project Scope Carpus Chr sti Engineering This project includes the following major elements: • Replaces the chemical feed systems for alum, polymer and liquid ammonium sulfate with the associated instrumentation, electrical, and structural improvements • Improves the sedimentation basin hydraulics • Replaces the caustic pumps • Relocates the existing chlorine delivery system to new chemical feed structure • Provides a feasibility study for alkalinity adjustment to address high turbidity and low alkalinity conditions during storm water events Project Schedule Corpus Chr sti Engineering 2016 2017 2018 2019 M J J A s 0 N D J F M A M J J Design 11M A s 0 N Bid & Award D J F M A M J J A s 0 N D J F M A M J J A s 0 N D Construction Project Estimate: 1,290 Calendar Days = 43 Months Projected Schedule reflects City Council award in April 2016 with anticipated construction completion by December 2019. CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2016-11677 Date Filed: 02/10/2016 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. LNV, Inc. Corpus Christi, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the govemmental entity or state agency to track or identify the contract, and provide a description of the goods or services to be provided under the contract. ONSWTP Chemical Project E12211 Professional Engineering, architectural and/or surveying services. 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Trejo, Eric Corpus Christi, TX United States X Viera, Robert Corpus Christi, TX United States X Naiser, Derek San Antonio, TX United States X Leyendecker, Dan Corpus Christi, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT 17, .=I�NOTARY i1: AFFIX NOTARY STAMP Sworn to and subscribed 20 t tg , to certify MICHELE DENSE HIM PUBLIC State of Texas Comm. Exp. 10/12/2016 / SEAL ABOVE before me, by the which, witness my said I swear, or affirm, unde . • nalty of perjury, that the above disclosure is true and correct. �� /M .per, _ ,' i • nature o e ' zed agent of contr drib business ntity day of C t1 -3. L4 -Q i ` ec k Q V, this the 10 hand and seal of office. iC.k6 Pn4an6icsa, I PCL1-hot -b r• ThioL .1)4vt)(0*Il Signature of officer administering oath Printed name of officer administering oath J Title of officer administering oath Forms orovided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.34944 AGENDA MEMORANDUM Future Item for the City Council Meeting of April 12, 2016 Action Item for the City Council Meeting of April 19, 2016 DATE: TO: March 24, 2016 Ronald L. Olson, City Manager THRU: Mark Van Vleck, P.E., Assistant City Manager MarkVV©cctexas.com (361) 826-3082 FROM: Valerie H. Gray, P.E., Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 Jeffrey H. Edmonds, P.E., Director, Engineering Services JeffreyE©cctexas.com (361) 826-3851 Enqineerinq Construction & Testinq Contract Elevated Water Storage Tanks (Alternative Capacity Requirement Implementation, Phase 2) CAPTION: Motion authorizing the City Manager or designee to execute a construction contract with CB&I, Inc. of The Woodlands, Texas in the amount of $9,245,050 for the Elevated Water Storage Tanks (Alternative Capacity Requirement Implementation, Phase 2) for the Base Bid plus Additive Alternates No. 2 and 4 and to execute a construction materials testing agreement with Rock Engineering and Testing Laboratory, Inc. of Corpus Christi, Texas in the amount of $63,400 for the Elevated Water Storage Tanks. PURPOSE: The purpose of this agenda item is to obtain authority to execute a construction contract for the Base Bid plus Additive Alternates No. 2 and 4 for the Elevated Water Storage Tanks (Alternative Capacity Requirement Implementation, Phase 2) and a testing contract to complete the project. CIP DESCRIPTION: The existing Elevated Storage Tanks (EST) have inadequate volume and elevation to meet minimum storage requirement as defined by the Texas Commission on Environmental Quality (TCEQ). This project is a phased multi-year effort that will provide four new ESTs with 7.5 million gallons of storage. This improved storage capacity, combined with the new heights and two new pump station generators (addressed under a separate CIP project) will place the City's distribution system in compliance with TCEQ's Alternative Capacity Requirement (ACR). Land acquisition and design for Tanks 1 and 2 are in process and construction is scheduled to begin in fiscal year 2016. The remaining tanks will follow the same life cycle and are scheduled to be completed by end of fiscal year 2022. This project is the second phase of ACR Implementation following the ACR Generation project. Included in this project is the completion of the Water Distribution System Master Plan in accordance with TCEQ ACR Implementation criteria. BACKGROUND AND FINDINGS: This project was approved as part of the City's Water Capital Improvement Program (Water CIP Item No. 3) presented above. In June 2012, the Texas Commission on Environmental Quality (TCEQ) approved the City's ACR Implementation Plan in Pressure Zone 1 that increases the elevated storage capacity from current 3.5 Million Gallon (MG) to 7.5 MG. The City water distribution system is divided into two "Pressure Zones" (see attached Pressure Zone Map). The ACR Plan was developed with four Phases to be constructed over a 9 -year period. The phasing plan and status are presented below: Phase Description Status 1 Construct 2 new emergency generators located Navigation and Staple Pump Stations, respectively Under Design 2 Construct 2 new EST's; 3.0 MG at the Holly Road Pump Station and 0.75 MG EST at the Rand Morgan Street Construction (THIS PROJECT) 3 Construct a new 2.5 MG EST at the Starry Road on City -owned property Negotiating Design 4 Construct a new 1.25 MG EST at the Nueces Bay Blvd at undetermined site Beginning Land Acquisition $9,245,050 Note: Phase 3 & 4 will be combined as single contract to improve efficiencies and cost effectiveness. $9,563,000 This construction project for Phase 2 includes a Base Bid plus four (4) Additive Alternates. Base Bid: Construction of two new elevated storage tanks (EST) with 3.0 million gallon EST at the Holly Road, and 0.75 million gallon EST at the Rand Morgan Street with appurtenances, piping, valves, SCADA and integration, site development, and utility connections. Additive Alternates: Two alternative water tank mixing systems to improve water quality were included for each location. 1) Provides a passive (hydrodynamic) mixing system that mixes during the fill cycle for the Rand Morgan EST. 2) Provides an active (electronic submersible) mixing system for the Rand Morgan EST. 3) Provides a passive (hydrodynamic) mixing system that mixes during the fill cycle for the Holly Road EST. 4) Provides an active (electronic submersible) mixing system for the Holly Road EST. On February 17, 2016, the City received proposals with bids from three (3) bidders as follows: CONTRACTOR Base Bid Add. Alt. No.1 Add. Alt. No.2 Add. Alt. No.3 Add. Alt. No.4 Total Bid Total Base Bid plus Alt. No. 2 & 4 CB&I, Inc. Woodlands, TX $9,144,050 $79,000 $50,000 $84,000 $51,000 $9,408,050 $9,245,050 Landmark Structures LLP Fort Worth, TX $9,563,000 $80,000 $60,000 $80,000 $60,000 $9,843,000 $9,683,000 Caldwell Tanks, Inc., Louisville, KY $13,355,000 $70,000 $54,000 $70,000 $54,000 $13,603,000 $13,463,000 The City's consultant, LNV, Inc., evaluated the three proposals and recommends the City award the project to the lowest responsible bidder for the Total Base Bid plus Alternate No.'s 2 and 4. The lowest responsible bidder, based on the quantities provided for evaluation purposes, is CB&I, Inc. Based on a review of CB&I's experience and resources from the information they submitted in accordance with the contract documents, CB&I, Inc. is qualified to provide the construction services for the program. Rock Engineering and Testing Laboratory (RETL) provided geotechnical investigation services during design phase. RETL brings expertise and excellent past performance assisting the City in geotechnical investigation and construction material testing services for various projects, and is recommended to provide construction materials testing services for this project. ALTERNATIVES: 1. Authorize the execution of the construction and testing contracts. 2. Do not authorize the execution of the construction and testing contracts. (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 2015-2016 Prior Fiscal Years Current Year Future Years TOTALS Line Item Budget $2,251,754 $5,200,000 $9,900,000 $17,351,754 Encumbered / Expended Amount 1,020,386 1,020,386 This Item (CB&I, Inc.) $5,999,970 $3,245,080 $9,245,050 This Item (Rock Eng.) $63,400 $63,400 Future Anticipated Expenditures This Project 367,998 1,558,424 1,926,422 BALANCE $1,231,368 -1,231,368 $5,096,496 $5,096,496 Fund(s): Water CIP #3 Comments: This project requires approximately 580 calendar days with anticipated completion in December 2017. The construction contract will result in the expenditure of an amount not to exceed $9,245,050. The testing contract will result in the expenditure of an amount not to exceed $63,400. RECOMMENDATION: City Staff recommends approval of a construction contract with CB&I, Inc. of The Woodlands, Texas in the amount of $9,245,050 for the Elevated Water Storage Tanks (Alternative Capacity Requirement Implementation, Phase 2) for the Base Bid plus Additive Alternates No. 2 and 4 and approval of a construction materials testing agreement with Rock Engineering and Testing Laboratory, Inc. of Corpus Christi, Texas in the amount of $63,400. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Contract (Rock Engineering) Presentation Pressure Zone Map Form 1295 (2) PROJECT BUDGET Elevated Water Storage Tanks - Citywide (Alternative Capacity Requirement Implementation Phase 2) FUNDS AVAILABLE: Water CIP - Storage Tanks Design (Project 8651) 751,254 Water CIP - Storage Tanks Land Acquisition (Project E12210) 190,500 Water CIP - Storage Tanks Construction (Project E11012) 16,410,000 TOTAL FUNDS AVAILABLE 17,351,754 FUNDS REQUIRED: Construction: Construction (CB&I, Inc.) THIS ITEM 9,245,050 Contingency (10%) 924,505 Construction Observation (TBD, Estimate) 450,000 Engineer Fees: A/E Contract (LNV, Inc) 751,254 * Design Contract 701,504 Amendment No. 1 (LNV, Inc.) 49,750 Staff Augmentation (Linda Gurley) 9,999 Geotech Testing (Rock Engineering) 41,200 Construction Materials Testing (Rock Engineering) THIS ITEM 63,400 Land Acquisition (Rand Morgan) 190,500 Reimbursements: Total Reimbursements 579,350 Administration/Finance (Engineering/Capital Budget/Finance) 246,150 Engineering Services (Project Mgmt) 328,200 Misc 5,000 TOTAL FUNDS REQUIRED 12,255,258 ** ESTIMATED PROJECT BUDGET BALANCE $5,096,496 *Design contract was approved by City Council on February 10, 2009 by Motion No. M2009-032 ** To be used for remaining two tanks. Ed 1,01,a6 • Rc?b>town Odern �.h 31 Rand Morgan EST (0.75 MG) Tierra Grande Petronila Taft SO4th Holly Road EST (3.0 MG) [' b prn a r arch Elevated Water Storage Tanks Citywide sew/ 111 0 hristi • r LOCATION MAP NOT TO SCALE Greg X61: w Ingleside on the Bay Padre IS PROJECT: E11012 mim Elevated Water Storage Tanks Citywide ( ACR Phase 2 ) CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES 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 ROCK ENGINEERING & TESTING LABORATORY, INC., a Texas corporation or partnership ("LAB"), acting through its duly authorized representative who is Curtis A. Rock, Business Development Manager, which agree as follows: 1. DECLARATIONS: City desires to engage Lab to provide services in connection with City's project, described as follows: Elevated Water Storage Tanks (Alternative Capacity Requirement Implementation, Phase 2) (Project No. E11012) ("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 $63,400.00. Monthly invoices will be submitted in accordance with Exhibit C. 4. 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. 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 Lab without the express terms written consent of the City Engineer. However, Lab may use standard details that are not specific to this Project. CITY OF CORPUS CHRISTI ROCK ENGINEERING & TESTING LABORATORY J.H. Edmonds, P. E. Date Curtis A. Rock Director of Engineering Services Business Development Manager 6817 Leopard Street Corpus Christi, TX 78409 RECOMMENDED (361) 883-4555 Office (361) 883-4711 Fax Operating Department Date APPROVED AS TO LEGAL FORM Assistant City Attorney Date APPROVED Office of Management Date and Budget Date K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E11012 ELEVATED WATER STORAGE TANKS - CITYWIDE (ACR IMPLEMENTATION PHASE 2)\ROCK CONSTR MATERIALS TESTING \CONTRACT. DOC Rev. 12/15/15 ATTEST Rebecca Huerta Date City Secretary Project Number E11O12 Accounting Unit 4093-062 Account 550920 Activity E11O12O14O93EXP Account Category 50920 Fund Name Water 2013 RVBD K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E11012 ELEVATED WATER STORAGE TANKS - CITYWIDE (ACR IMPLEMENTATION PHASE 2)\ROCK CONSTR MATERIALS TESTING \CONTRACT. DOC Rev. 12/15/15 Wednesday, March 16. 2016 City of Corpus Christi 1201 Leopard St Corpus Christi, TX 78401 Atin Jeffrey Edmonds, P.E. •GEOTECHNICAL ENGINEERING •CQNSTRUCTION MATERIALS ENGINEERING TESTING •SOILS • ASPHALT • CONCRETE SUBJECT: ESTIMATED TESTING BUDGET FOR THE PROPOSED E11012 Elevated Water Storage Tanks Corpus Christi, TX RETL Proposal Number: P021816A Dear Jeffrey Edmonds, P.E. Rock Engineering and Testing Laboratory, Inc. (RETL) (TBPE Firm No. 2101) is pleased to be selected to perform the Construction Materials Testing for the above referenced project. The Construction Materials Testing for the proposed construction project is based upon quantities as derived from the Plans made available to RETL as of the date of this proposal. The estimated testing for this project is $63,400.00 We understand that we have been chosen to provide these services for This publicly funded project. Therefore, by providing cost information we are not in violation of the Texas Professional Services Procurement Act. The estimated construction materials testing budget is based on a review of the information provided to REEL. An estimated breakdown of field and laboratory testing required is included as an attachment. Please make note that the actual fees invoiced for this project will be based an the actual testing performed. The total fee assessed will be dependent on the contractor's construction techniques, number of trips made to the jobsite, elapsed time from technician arrival to commencement of testing activities. and any time the technician is required to be on-site but not performing Testing activities. Please be advised that weekend technician time will be invoiced portal to portal at an additional rate of $31.00 RETL appreciates your consideration of our firm to assist you during the construction phase of your project. If you agree with this proposal. please sign the attached Laboratory Testing Services Agreement, submit the Distribution List and provide billing information. Please do not hesitate to contact me at (361) 883-4555 extension 415 if you have any questions regarding the proposal or would like to discuss further. Sincerely, Pablo Schmitt Estimator Rock Engineering and Testing Rocr ENGINEERING TESTING LABORATORY INC. 6817 LEOPARD STREET • CORPUS CHRISTI. TEXAS 78409 OFFICE: 13611 883-4555 • FAX. 1361) 883-4711 • vn^nr• rockiesting.corn Wednesday, March 16, 2016 EXHIBIT "A" Page 1 of 14 Page 1 of 14 P021816A E11012 Elevated Water Storage Tanks City of Corpus Christi Corpus Christi, TX Jetfrey Edmonds, P.E. A. RAND MORGAN TANK - 1. LABORATORY Ai. SU8GRADE In Slfu Soils Under Concrete Platorm 907'.10 957. Max Dry Dens ASTM D695+2ie above OMC EA 1 each material type 5190 MATERIALS SAMPLING CHARGE 5510 PROCTOR STANDARD ASTM 0698 Lime Stabilized Subgrade 987'. ASTM D698 EA • 1 each malerlal type LIFTS/MIN QTYFREQ QTY RATE AMOUNT eo 557.00 557.00 1 co 5215.00 .$215.00 5190 MATERIALS SAMPLING CHARGE 1 1 ea 557.00 557.00 5486 VEHICLE 1 I trip 545.00 545.00 5510 PROCTOR STANDARD ASTM 0698 1 1 ea 5215.00 5215.00 5552 FIELD GRADAT ON 1 1 ea 577.00 577.00 A2. SELECT FILL 3' Select Fil under Concrete Platform EA -1 each material type 5190 MATERIALS SAMPLING CHARGE 1 1 ea 557.00 557.00 5502 ATTERBERG LIMITS/PLASTICITY INDEX (wiih Aggregate) i I 1 ea 594.00 594.00 5510 PROCTOR - STANDARD ASTM 0698 1 1 ea $215.00 5215.00 5599 FINER THAN #200 MESH IDecantatianl 1 I ea 564.00 564.00 A3. FLEX BASE Crushed Limestone Type A Gr 1 48%. ASTM D1557 EA -1 each matedal type 5190 MATERIALS SAMPLING CHARGE 1 I ea 557.00 557.m 5486 VEHICLE I 1 Trip 545.00 545.00 5502 ATTERBERG LIMITS/PLASTICITY INDEX (with Aggregate) 1 1 ea 594.00 594.00 5504 GRADATION (Sieve Analysis) 1 ea 594.00 594.00 5522 PROCTOR - MODIFIED ASTM D1557 1 ea 5253.00 5253.00 5546 WET BALL MILL I ea 5321.00 5321 00 A4. BEbDING Compacted Sand Fi11(WTR•452) 95% ASTM D698+27. OMC EA -1 each material type 5190 MATERIALS SAMPLING CHARGE 1 5486 VEHICLE 1 S510 PROCTOR • STANDARD ASTM D698 I Wednesday. March 16. 2016 1 1 ea 1 trip I ea 557.00 545.00 5215.00 EXHIBIT "A" Page 2 of 14 557.00 545.00 5215.00 Page 2 of 14 A5. SACKFSLL Trench Backfill 95% ASTM D698 EA -1 each material type P021816A E11012 Elevated Water Storage Tanks City of Corpus Christi Corpus Christi, TX Jeffrey Edmonds, P.E. 5190 MATERIALS SAMPLING CHARGE 1 1 I ea 157.00 $57.00 5486 VEHICLE 1 I I Inp $45.00 $45.00 S502 ATTERBERG L M TS/PLAST,CITY INDEX (with Aggregate) 1 1 1 ea 194.00 $94.00 5510 PROCTOR STANDARD ASTM D698 1 1 1 ea $215.00 $21500 8. ASPHALT r HMAC EA -1 each material type 5105 ASPHALT FULL SERIES 5190 MATERIALS SAMP. NG CHARGE 5486 VEHICLE 1 ea I ea 1 trip 1616.00 $57.00 $45.00 $616.00 $57.00 $45.00 D. MISCELLANEOUS Admin Fee LS - Lump Sum F 1 19 ADMINISTRATION FEE l I time per project) 1 1 I Ir $75 00 Si s.Lni A. RAND MORGAN TANK - 1. LABORATORY SUBTOTAL 53,481.00 Wednesday, March 16, 2016 Page 3 of 14 EXHIBIT "A" Page 3 of 14 P021816A E11012 Elevated Water Storage Tanks City of Corpus Christi Corpus Christi, TX Jeffrey Edmonds, P.E. A. RAND MORGAN TANK - 2. PAVEMENT Al. SUBGRADE Lime Stabilized Subgrade 98% ASTM D698 5Y-1every 310SY SY 721 5486 VEHICLE 5600 IN-PLACE DENSITIES )Min 3) ASTM D6938 A3. FLEX BASE Crushed Limestone Type A Gr 1 9890 ASTM D7557 SY - 1 every 310 SY SY 721 5486 VEHICLE 5600 IN-PLACE DENSITIES )Min 31 ASTM D6938 B. ASPHALT z- HMAC LF - 1 per 1000 LF of skeet LF 252 5202 ASPHALT CORED IN-PLACE DENSITY 5486 VEHICLE LIFTS/MIN QTYFREQ QTY RATE AMOUNT 2 1 2 2Is>Q $45,00 $90.00 3 6 ea $44.00 $264.00 2 2 1rD $4.5 3;i 3 6 ev 144;}1 2 en $99.00 I it p $45 00 A. RAND MORGAN TANK - 2. PAVEMENT SUBTOTAL $90.00 $264.00 $198 00 $45.00 5951.00 A. RAND MORGAN TANK - 3. UTILITIES LIFTS/MIN QTYFREQ QTY RATE AMOUNT A5. 8ACKFILL Trench Bocklill (7 deep 30' waterline). 95% ASTM D698 I.F • 1 per 200 LF of each Zane/lift LF 112 5486 VEHICLE 5600 IN-PLACE DENSITIES )Min 3) ASTM D6938 14 7 71.ip $45.017 $315.00 14 Pa $44.LC $6'6,00 A. RAND MORGAN TANK - 3. UTILITIES SUBTOTAL $431.00 Wednesday. March 16 2016 Page 4 of 14 EXHIBIT "A" Page 4 of 14 P021816A E11012 Elevated Water Storage Tanks City of Corpus Christi Corpus Christi, TX Jeffrey Edmonds, P.E. A. RAND MORGAN TANK - 4A. TANK DENSITIES AI.SU8GRADE Excavated, Top 12° Subgrade 95% ASTM 0698 at or above OMC SF - 1 per 3000 SF of each Itif SF 1384 5486 VEHICLE 5600 IN PLACE DENSITIES (Min 3) ASTM 06938 LIFTS/MIN QTYFREQ QTY RATE AMOUNT 1 1 "r•: 3 3 e $45.00 132.00 A2. SELECT FILL 5S Select Fill 95% ASTM D698 of or above OMC SF - 1 per 3000 SF of each IHI SF 1384 5486 VEH CLE I 5 5 trip $45.00 $225,00 5600 IN-PLACE DENSITIES (Min 3) ASTM 06938 11 ' 33 ea $44.04 $1.452.00 A. RAND MORGAN TANK - 4A, TANK DENSITIES SUBTOTAL $1,854.00 A. RAND MORGAN TANK - 415. TANK SLAB LIFTS/MIN QTYFREQ QTY RATE AMOUNT C. CONCRETE 047.1@l4,3028 4000 P51 CY -1 set every 50 CY CY 29 5301 CONCRETE CYLINDERS (4' x 8") (Min 4i en 544.00 544.00 5486 VEHICLE 2 lrp 545 -CC i 7.CC E. OBSERVATIONS Rebar Inspection HR - per hour CY 29 5456 VEHICLE I I'ip $45.00 $45 00 5511 OBSERVATIONS (Pier, Rebar, Structural Steel. elc) t:h lir $86,00 $43.00 A. RAND MORGAN TANK - 4B. TANK STAB SUBTOTAL $442.00 Wednesday. March 16, 2016 Page 5 of 14 EXHIBIT "A" Page 5 of 14 P021816A E11012 Elevated Water Storage Tanks City of Corpus Christi Corpus Christi, TX Jeffrey Edmonds, P.E. A. RAND MORGAN TANK - 4C. TANK TOWER C 1. CONCRETE 1@7,1@14,3128.10 pours 4000 PSI D - 1 set per day CY 285 5301 CONCRETE CYL NDERS (4" x 8" 1 (Min 4) 5399 CONCRETE CYLINDERS PICK UP FEE 5486 VEHICLE E. OBSERVATIONS Rebar Inspection HR - per hour CY 285 5501 OBSERVATIONS (Pier. Rebar. Structural5leel. e1=i A. RAND MORGAN TANK - 4D. TANK FOUNDATION LIFTS/MIN QTYFREQ QTY RATE AMOUNT '0 50 ea $44 00 #2.200.00 1 pour $43.00 $43.00 11 11 Trip $45.00 $495-00 4 hr $116.00 $344.00 A. RAND MORGAN TANK - 4C. TANK TOWER SUBTOTAL 53,082.00 LIFTS/MIN QTYFREQ QTY RATE AMOUNT C1. CONCRETE 117.1114,3128 4000 PSI CY -1 set every 50 CY CY 97 5301 CONCRETE CYLINDERS (4" x 81 (Min 41 5 2 10 ea $44.00 $440.00 5399 CONCRETE CYLINDERS PICK UP FEE 1 1 1 pour $43.00 $43.00 5486 VEHICLE 1 2 2 trip $45.00 $90 00 E. OBSERVATIONS Rebar Inspection HR - per hour CY 97 5486 VEHICLE 5501 OBSERVATIONS (Pier, Rebar. Structural Steel. eIc1 Wednesday, March 16. 2016 1 r „f $45.00 $45.00 C5 0Shr $8600 A. RAND MORGAN TANK - 4D. TANK FOUNDATION SUBTOTAL EXHIBIT "A" Page 6 of 14 $43 00 $661.00 Page 6 of 14 P021816A E11012 Elevated Water Storage Tanks City of Corpus Christi Corpus Christi, TX Jeffrey Edmonds, P.E. A. RAND MORGAN TANK - 4E. TANK PILES Cl. CONCRETE 107,1014,3028 4000 P51 D - 1 set per day CY 151 S301 CONCRETE CYLINDERS 14" x 8") (Min 4) S399 CONCRETE CYLINDERS PICK UP FEE S486 VEHICLE D. MISCELLANEOUS Plle Integrity Testing - ASTM 05882.07 on 25% of Piles (9 total) Assuming 1 day on site 15 - Lump Sum SF LIFTS/MIN QTYFREQ QTY RATE AMOUNT 8 30 ea $44 77 $1,320.00 I pour $43:73 $43.00 7 7 trip $45 041 $315.00 ANALYTICAL TESTING 1 '.s $3,105.00 $3.105.00 E. OBSERVATIONS Auger Cast Piles Observation (36 Plies (18" x 66') 0 6 per day) HR • per hour CY 151 5501 OBSERVATIONS (Pier, Rebar, Structural Steel, etc) ti 4 I-iri.: ±::' $4.1 2a.00 A. RAND MORGAN TANK - 4E. TANK PILES SUBTOTAL 58,911.00 Wednesday. March 16. 2016 Page 7 of 14 EXHIBIT "A" Page 7 of 14 P021816A E11012 Elevated Water Storage Tanks City of Corpus Christi Corpus Christi, TX Jeffrey Edmonds, P.E. A. RAND MORGAN TANK - 5. CONC SPLASH PAD AND PLATFORM Al. SUBGRADE In SRu Sails Under Concrete Platform 90% to 95% Max Dry Dens ASTM D698 +2% above OMC SF - 1 per 2500 SF of each lift SF 608 5486 VEHICLE 5630 IN PLACE DENSITIES (Min 31 ASTM D6938 A2. SELECT FILL 3' Seled Fill under Concrete Plaform 95% Max Dry Dens ASTM 0698 al or above OMC SF - l per 2500 SF of each lift SF 608 5486 VEHICLE 5600 1N -PLACE DENSITIES (Min 31 ASTM D6938 LIFTS/MIN QTYFREQ QTY RATE AMOUNT 1 6 1 kip $45-00 $45-00 1 ea 14500 545,00 kilo $45,110 en 544.00 $90.00 $264,00 A4. BEDDING Compacted Sand Fill under Platform per WTR-452 95% ASTM D698 +2% OMC EA -1 each Slob SF 608 5600 IN-PLACE DENSITIES {Min 31 ASTM D6938 1 1 I un 1-44.00 $44.CC C. CONCRETE 107.1414 3028 4000 PSI CY - 1 set every 50 CY CY 23 5301 CONCRETE CYLINDERS 14" x 8"I (Min 41 5 1 5 ea $44.00 $220.00 5399 CONCRETE CYLINDERS PICK UP FEE 1 1 I pour $43 00 543.00 5486 VEHICLE 1 2 2 tdp 545.00 590.00 E. OBSERVATIONS Rebar Inspection HR - per hour CY 23 5486 VEHICLE 5501 OBSERVATIONS (Pier. Rebar, Structural Steel, etc) I frit) $45:0 :r .5 1. 5 -r 5229.33 $45.00 $44.50 A. RAND MORGAN TANK - S. CONC SPLASH PAD AND PLATFORM SUBTOTAL 5930.00 Wednesday March 16, 2016 Page 8 of 14 EXHIBIT "A" Page 8 of 14 P021816A E11012 Elevated Water Storage Tanks City of Corpus Christi Corpus Christi, TX Jeffrey Edmonds, Q.E. B. HOLLY ROAD TANK - 1- LABORATORY AI. SIJEGRADE In Situ Soils Under Concrete Platform 909. to 95% Max Dry Dens ASTM D698 +2% above OMC EA - 1 each material type LIFTS/MIN QTYFREQ QTY RATE AMOUNT 5190 MATERIALS SAMPLING CHARGE 1 I 1 ea $57.00 $57.00 5486 VEHICLE T 1 I trip $45.00 $45.00 S5I0 PROCTOR STANDARD ASTM D698 1 I 1 ea $215.00 $215.00 Lime Stabilized Subgrade 98% ASTM D698 EA - 1 each material type 5190 MATERIALS SAMPLING CHARGE 1 1 1 ea $57.00 $57.00 5486 VEHICLE 1 I 1Irip $45.00 $45.00 S5I0 PROCTOR - STANDARD ASTM D698 1 1 1 ea $215.00 $215.00 5552 FIELD GRADATION 1 1 1 ea $77.00 $77.00 A2. SELECT FILL Compacted Sand Fill (WTR-452) 95%. ASTM D698+2%OMC EA -1 each material type 5190 MATERIALS SAMPLING CHARGE 1 1 1 ea $57.00 $57.00 5486 VEHICLE 1 1 1 Irip $45.00 $45.00 5510 PROCTOR - STANDARD ASTM D698 1 1 1 ea $215.00 $21500 A3. FLEX EASE Crushed Umestone Type A Gr 1 98% ASTM D1557 EA -1 each material type S190 MATERIALS SAMPLING CHARGE I ea $57.00 $57.00 5486 VEHICLE 1 trip $45.00 $45.00 5502 ATTERBERG LIMITS/PLAST1CITY INDEX (with Agprepatel 1 ea $94.00 $94.00 5504 GRADATION (Sieve Analysis) 1 ea $94.00 $94.00 5522 PROCTOR - MODIFIED ASTM D1557 1 ea $253.00 $253 00 5546 WET BALL MILL I ea 5321.00 $321.00 A3. BACKFILL Trench Backfill 95%. ASTM D698 EA - 1 each material type 5190 MATERIALS SAMPLING CHARGE I I 1 ea $57.00 $57.00 5486 VEHICLE I 1 1 trip $45.00 $45 00 5510 PROCTOR - STANDARD ASTM D698 1 I I ea 5215.00 5215 00 Wednesday. March 16, 2016 Page 9 of 14 EXHIBIT "A" Page 9 of 94 8. ASPHALT 7 HMAC EA -1 each material type P021816A E11012 Elevated Water Storage Tanks City of Corpus Christi Corpus Christi, TX Jeffrey Edmonds, P.E. 5105 ASPHALT FJLL SERIES 5190 MATERIALS SAMPLING CHARGE 5486 VEH.CLE B. HOLLY ROAD TANK - 2. PAVEMENT 1 I ea $616.00 $616.00 1 I ea $57.00 $57.00 1 1lrip $45.00 $45.00 8. HOLLY ROAD TANK - 1. LABORATORY SUBTOTAL $2,927.00 LIFTS/MIN QTYFREQ QTY RATE AMOUNT Al. SUBGRADE Lime Stabilized Subgrade 98%. ASTM 0698 SY - 1 every 310 SY SY 1869 5486 VEHICLE t 1 ;r 545 CO $90.00 5600 IN PLACE DENSITIES (Min 31 ASTM D6938 A C I . 544.00 $528.00 A3. FLEX BASE Crushed Limestone Type A Gr 1 98% ASTM D1557 SY - 1 every 310 SY SY 1869 5486 VEHICLE 5600 IN-PLACE DENSITIES (Min 3) ASTM D6938 B. ASPHALT T HMAC LF • 1 per 1000 LF of street LF 663 5202 ASPHALT CORED IN-PLACE DENSITY 5486 VEHICLE Wednesday, March 16, 2016 1 2 2 trip $45.00 t 6 cra $44.00 $90.00 $264.00 F." 599.33 $198.00 I Hp $4:.00 $45.00 B. HOLLY ROAD TANK - 2. PAVEMENT SUBTOTAL $1,215.00 Page 10 of I4 EXHIBIT "A" Page 10 of 14 P021816A E11012 Elevated Water Storage Tanks City of Corpus Christi Corpus Christi, TX Jeffrey Edmonds, P.E. B. HOLLY ROAD TANK - 3. UTILITIES LIFTS/MIN QTYFREQ QTY RATE AMOUNT A5. BACKFILL Trench Backfill (T deep 30" waterline) 95% ASTM 0698 LF - 1 per 200 LF of each Iane/lif LF 600 5416 VEHICLE 1 7 7 trip $43 CC $315.00 S6 CA IN-PLACE DENSITIES (Min 3) ASTM D6938 14 42 ea $44.CC $1.848.00 B. HOLLY ROAD TANK - 3. UTIUTIE5 SUBTOTAL 52,163.00 B. HOLLY ROAD TANK - 4A. TANK DENSITIES LIFTS/MIN QTYFREQ QTY RATE AMOUNT A1.SUBGRADE Excavated, Top 1TSubgrade 95% ASTM D698 at or above OMC SF - 1 per 3000 SF of each lit SF 3316 ;436 VEHICLE ':4: IN-PLACE DENSITIES IMin 31 ASTM 06938 A2. SELECT FILL 1' Select Fill 95% ASTM D698 al or above OMC 5F -1 per 3000 SF of each lift SF 3316 5486 VEHICLE 5600 IN-PLACE DENSITIES (Min 3) ASTM D6938 1 1 kip 545.CC. 113.00 3 3 ea SA. $132.00 1 t $4s ur] $45.00 A -r3 $44.CC $264.00 B. HOLLY ROAD TANK - 4A. TANK DENSITIES SUBTOTAL $486.00 Wednesday, March 16 2016 Page 11 of 14 EXHIBIT "A" Page 11 of 14 P021816A E11012 Elevated Water Storage Tanks City of Corpus Christi Corpus Christi, TX Jeffrey Edmonds, P.E. B. HOLLY ROAD TANK - 4B. TANK SLAB C1. CONCRETE 1@7,1@14.3428 4000 P51 CY -1 set every 50 CY CY 52 5301 CONCRETE CYL NDERS (4" x 8"1 (Min 4) 5399 CONCRETE CYLINDERS PICK UP FEE 5486 VEHICLE E. OBSERVATIONS Rebar Inspection LIFTS/MIN QTYFREQ QTY RATE AMOUNT 1 2 10 ea 544.00 $440.r,t; 1 1 pour 543.00 $43.CC 2 2 trip 545.00 590.00 HR - per hour CY 52 5486 VEHICLE G 1 1 Tip 545.00 35D OBSERVATIONS (Pier. Rebar:. Structural Steel. et.) I 1 11-u 586.00 545.00 586.00 B. HOLLY ROAD TANK - 4B. TANK SLAB SUBTOTAL $704.00 B. HOLLY ROAD TANK - 4C. TANK TOWER LIFTS/MIN QTYFREQ QTY RATE AMOUNT CI. CONCRETE 1e7,1@14,3@28 4000 PSI D -1 set per day CY 1033 5301 CONCRETE CYLINDERS (4" 8) (Min 4) 5 13 65 ea 544.00 51860.00 5399 CONCRETE CYLINDERS PICK UP FEE 1 1 1 pour 543.00 543.00 5486 VEHICLE 1 14 14 trip $45.00 5630.00 E. OBSERVATIONS Rebar Inspection HR - per hour CY 1033 550: OBSERVATIONS Pier. Rebar, Structural Steel, elcl 8 Nr $HS.CC 5688.00 B. HOLLY ROAD TANK - 4C. TANK TOWER SUBTOTAL $4,221.00 Wednesday, March 16. 2016 Page 12 of 14 EXHIBIT "All Page 12 of 14 P021816A E11012 Elevated Water Storage Tanks City of Corpus Christi Corpus Christi, TX Jeffrey Edmonds, P.E. B. HOLLY ROAD TANK - 4D. TANK FOUNDATION C1. CONCRETE 1@7,1@14,3028 4000 P51 CY - 1 set every 50 CY CY 447 5301 CONCRETE CYLINDERS {4" x 8 1 {Min 41 5399 CONCRETE CYLINDERS P CK UP FEE 5486 VEHICLE E. OBSERVATIONS Rebar Inspection HR • per hour CY 447 5456 VEHICLE 5501 OBSERVATIONS (Pier. Rebar. Structural Steel, etcl LIFTS/MIN QTYFREQ QTY RATE AMOUNT 5 F 45 ea $44.00 %1,980.00 4 4 pour $43,00 $172.00 5 5lrip $45.00 $225.00 1 trip $45.00 1 I to $86.00 $45.00 $86.00 B. HOLLY ROAD TANK - 4D. TANK FOUNDATION SUBTOTAL $2,508.00 B. HOLLY ROAD TANK - 4E. TANK PILES LIFTS/MIN QTYFREQ QTY RATE AMOUNT CI. CONCRETE 107,1@14,3@26 4000 PSI D -1 set per day CY 565 5301 CONCRETE CYLINDERS (4" x 8"I (Min 41 5399 CONCRETE CYLINDERS PICK UP FEE 5486 VEHICLE D. MISCELLANEOUS Auger Cast Piles Observation (152 Piles (16- x @ 6 per day) HR - per hour CY 565 35:11 5',FRVAT1ONS'Pier. Rebar, 5lruciural Steel. etc) Pile Integrity Testing - ASTM 05882.07 on 25%. of Piles (38 total) Assuming 1 day on site LS • Lump Sum SF C ICC ANALYTICAL TESTING Wednesday, March 16, 2016 5 0 25 125 ea $44.00 55,500.00 1 pour $43.00 $43.00 25 25 Irip $46.00 $1.150.00 25 222 hr $85.00 $17.207.0[1 1 1 Is $3,554.00 $3.554 vx' B. HOLLY ROAD TANK - 4E. TANK PILES SUBTOTAL 527,447.00 Page 13 of 14 EXHIBIT "A" Page 13 of 14 P021816A E11012 Elevated Water Storage Tanks City of Corpus Christi Corpus Christi, TX Jeffrey Edmonds, P.E. B. HOLLY ROAD TANK - 5. CONC SPLASH PAD AND PLATFORM LIFTS/MIN QTYFREQ QTY RATE AMOUNT A1.SUBGRADE In Sltu Soils Under Concrete Platform 907e to 95% Max Dry Dens ASTM D698 +2% above OMC LF - 1 per 2500 LF of each lift SF 608 5486 VEHICLE 5600 IN.PLACE DENSITIES (Min 3) ASTM D6938 1 1 1 1 trip $45..00 545.00 1 e4 5.44)00 544.00 A4. BEDDING Compacted Sand Fill under Platform per WTR-452 957. ASTM D698 +2% OMC SF -1 per 2500 SF of each SF 608 5600 N PLACE DENSIT ES (Min 3) ASTM D6938 1 1 el, 544 00 544.00 Ci. CONCRETE 1@1.1@14,3@28 4000 P51 CY - 1 set every 50 CY CY 23 5301 CONCRETE CYLINDERS (4" x 8-I (Min 4) r 1 5 ea 544.00 5220.00 5399 CONCRETE CYLINDERS PICK UP FEE 1 1 1 pour 543.00 543.00 5486 VEHICLE 1 1 2Irip 54500 590.00 Wednesday. March 16, 2016 B. HOLLY ROAD TANK - 5. CONC SPLASH PAD AND PLATFORM SUBTOTAL $486.00 GRAND TOTAL $63,400.00 Page 14 0114 EXHIBIT "A" Page 14 of 14 EXHIBIT B TERMS AND CONDITIONS TO TESTING 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 designee 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 designee 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 designee has authority to transmit instructions, receive information and data and/or interpret and define the City's policies and decisions with respect to the Project. Lab acknowledges that certain City representatives may have different types of authority concerning the Project. 2.4 Advise Lab sufficiently in advance of any operations so as to allow for assignment of personnel by Lab for completion of the required services. Such advance notice will be in accordance with that established by mutual agreement of the parties. 2.5 Direct the Project contractor, either by the Construction Contract or direct written order, to: (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; K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E11012 ELEVATED WATER STORAGE TANKS - CITYWIDE (ACR IMPLEMENTATION PHASE 2)\ROCK CONSTR MATERIALS TESTING \CONTRACT. DOC Rev. 12/15/15 (c) Provide and maintain for use of Lab adequate space at the Project for safe storage and proper curing of test specimens that 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 that, 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 its 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. INDEMNIFICATION Lab shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, or other entity, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Lab or its agent, Lab under contract or another entity over which Lab 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 or its employees, to the extent of such negligence. Lab shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E11012 ELEVATED WATER STORAGE TANKS - CITYWIDE (ACR IMPLEMENTATION PHASE 2)\ROCK CONSTR MATERIALS TESTING \CONTRACT. DOC Rev. 12/15/15 costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Lab shall reimburse the City's reasonable attorney's fees in proportion to the Lab's liability. Lab must advise City in writing within 24 hours of any claim or demand against City or Lab known to Lab related to or arising out of Lab's activities under this Agreement. ARTICLE 7. INVOICES AND PAYMENT 7.1 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. 7.2 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. ARTICLE 8. INSURANCE REQUIREMENTS 8.1 Lab must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Lab must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 8.2 Lab must furnish to the Director of Engineering Services with the signed agreement (or amendment) 2 copies of Certificates of Insurance (COI) 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 COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements 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 must be outside policy limits) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E11012 ELEVATED WATER STORAGE TANKS - CITYWIDE (ACR IMPLEMENTATION PHASE 2)\ROCK CONSTR MATERIALS TESTING \CONTRACT. DOC Rev. 12/15/15 8.3 In the event of accidents of any kind related to this agreement, Lab must furnish the City with copies of all reports of any accidents within 10 days of the accident. 8.4 Applicable for paid employees, Lab 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 Lab will be promptly met. An All States Endorsement shall be required if Lab is not domiciled in the State of Texas. 8.5 Lab shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Lab'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. Lab is required to provide City with renewal Certificates. 8.6 Lab shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Lab 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: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 8.7 Lab agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: (a) List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy and professional liability/Errors & Omissions policy; (b) 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; (c) Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and (d) 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. 8.8 Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, Lab shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lab'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. K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E11012 ELEVATED WATER STORAGE TANKS - CITYWIDE (ACR IMPLEMENTATION PHASE 2)\ROCK CONSTR MATERIALS TESTING \CONTRACT. DOC Rev. 12/15/15 limitations regarding who is insured. WORKERS' COMPENSATION (All States Endorsement if domiciled in Texas) Employer's Liability Company is not Statutory $500,000 /$500,000 /$500,000 8.3 In the event of accidents of any kind related to this agreement, Lab must furnish the City with copies of all reports of any accidents within 10 days of the accident. 8.4 Applicable for paid employees, Lab 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 Lab will be promptly met. An All States Endorsement shall be required if Lab is not domiciled in the State of Texas. 8.5 Lab shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Lab'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. Lab is required to provide City with renewal Certificates. 8.6 Lab shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Lab 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: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 8.7 Lab agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: (a) List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy and professional liability/Errors & Omissions policy; (b) 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; (c) Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and (d) 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. 8.8 Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, Lab shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lab'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. K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E11012 ELEVATED WATER STORAGE TANKS - CITYWIDE (ACR IMPLEMENTATION PHASE 2)\ROCK CONSTR MATERIALS TESTING \CONTRACT. DOC Rev. 12/15/15 8.9 In addition to any other remedies the City may have upon Lab'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 Lab to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Lab hereunder until Lab demonstrates compliance with the requirements hereof. 8.10 Nothing herein contained shall be construed as limiting in any way the extent to which Lab may be held responsible for payments of damages to persons or property resulting from Lab's or its subcontractor's performance of the work covered under this agreement. 8.11 It is agreed that Lab'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. 8.12 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. ARTICLE 9. TERMINATION OF AGREEMENT The City may, at any time, with or without cause, terminate this Agreement upon seven days written notice to Lab at the address of record. Lab will be compensated for services performed up to termination. ARTICLE 10. CONTROLLING LAW This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lie exclusively in Nueces County, Texas. ARTICLE 11. DISCLOSURE OF INTERESTS 11.1 Lab agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this Agreement, if required. 11.2 Lab agrees to comply with section 2252.908 of the Texas Government Code and complete Form 1295 Certificate of Interested Parties as part of this Agreement, if required. For more information, please review the information on the Texas Ethics Commission website at https://www.ethics.state.tx.us. 11.3 Lab agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City of Corpus Christi City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index. ARTICLE 12. CLAIMS 12.1 Claims arising from this Agreement shall be made in writing, sworn to and signed by an authorized representative. The responsibility to substantiate a claim rests with the party making the claim. 12.2 All negotiations pursuant to this Article are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. ARTICLE 13. EXTENT OF AGREEMENT 13.1 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 representatives of City and Lab. If any conflict occurs between these Terms and Conditions and any other part of this Agreement, these Terms and Conditions are controlling. K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E11012 ELEVATED WATER STORAGE TANKS - CITYWIDE (ACR IMPLEMENTATION PHASE 2)\ROCK CONSTR MATERIALS TESTING \CONTRACT. DOC Rev. 12/15/15 13.2 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. 13.3 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. ARTICLE 14. SAFETY City and Lab agree that, in accordance with the generally accepted construction practice, the Project's general contractor will be solely and completely responsible for working conditions on the Project, including safety of all persons and property during the performance of the work and for compliance with all municipal, state and federal laws, rules and regulations, including OSHA. The duty of Lab in providing services is not, therefore, to include any review of, or responsibility for, the adequacy of the Project's general contractors safety measures in, on or near the Project site. K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E11012 ELEVATED WATER STORAGE TANKS - CITYWIDE (ACR IMPLEMENTATION PHASE 2)\ROCK CONSTR MATERIALS TESTING \CONTRACT. DOC Rev. 12/15/15 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 EXHIBIT C Monthly Invoices 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 $1,00❑ 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% ❑ 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% K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E11012 ELEVATED WATER STORAGE TANKS - CITYWIDE (ACR IMPLEMENTATION PHASE 2)\ROCK CONSTR MATERIALS TESTING \CONTRACT. DOC Rev. 12/15/15 SUPPLIER NUMBER TO BE ASSIGNED BY crit PURCHASING DIVISION City of CITY OF CORPUS CHRISTI Corpus DISCLOSURE OF INTEREST Christi City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with `NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Rock Engineering, and Testing Laboratory, Inc. P. O. BOX: STREET ADDRESS: 6817 Leopard Street FIRM IS: 1. Corporation 4. Association CITY: Corpus Christi 2. Partnership 5. Other ZIP: 78409 3. Sole Owner ❑ DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi havitT an "ownership interest" constituting 3% or more of the ownership in the above named "firm.' Name Job Title and City Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Curtis A. Rock Title: Business Development Manager (Type or Print) Signature of Certifying Date: Person: 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. Carpus Chr sti Engineering Elevated Water Storage Tanks - Citywide (Alternative Capacity Requirement Implementation Phase 2) Council Presentation April 12, 2016 Project Location Grocery Rob:down Rand Morgan EST (75 MG) Yerra Grande Petronila Mostan lsfand Holly Road EST (3 MG) Elevated Water Storage Tanks Citywide Corpus Chr sti Engineering 2 Project Location Holly Road Elevated Storage Tank Corpus Chr'sti Engineering Rand Morgan (0.75 MG) Rand Morgan Elevated Storage Tank Alternative Capacity Requirement (ACR) Implementation Plan - TCEQ Corpus Chr sti Engineering ➢ Texas Administrative Code (30 TAC) requirement : 100 gal/connection for water system; ➢ Currently 24 gal/connection for City; ➢ ACR Plan approved by TCEQ (2012 ): 50 gal/connection; 4 phases of construction in 9 years. • Phase 1: Emergency power generators (Under Design*) • Phase 2: Installation of ESTs at Holly RD and Rand Morgan St. (This prosect for construction) • Phase 3: Installation of the fourth EST at Starry RD. • Phase 4: Installation of the third EST at Nueces Bay Blvd. ACR Implementation Plan 12- 13 13- 14 14- 15 15- 16 16-17 17-18 18- 19 19- 20 20-21 Phase 1 Navigation and Statples Generators Design Construction Phase 2 Holly RD and Rand Morgan ESTs Land Acquisition Design Construction Phase 3 Starry RD EST Design Construction Phase 4 Nueces Bay Blvd. EST Land Acquisition Design Construction * Note: Phase 1 was delayed, and TCEQ agreed to complete before Phase 2. Project Scope Carpus Chr sti Engineering This is the second Phase of ACR Implementation Plan of Elevated Storage Tank (EST) approved by TCEQ in 2012. The work includes: 1. Installation of 3.0 MG EST at Holly Road; 2. Installation of 0.75 MG EST at Rand Morgan Street; 3. Installation of hydrodynamic mixing system; 4. Associated piping, valves, SCADA, site development and utility connections. Project Schedule Corpus Chr sti Engineering 2016 2017 Jan Fe b Mar Apr Bid & Award May Jun Jul Aug Sep Oct Nov Dec Jan Fe b Mar Apr May Jun Jul Aug Se p Oct Nov Dec Construction Project Estimate: 580 Calendar Days = 20 Months Projected Schedule reflects City Council construction award in April 2016 with anticipated construction completion by December 2017. Future Rand Morgan EST City of Corpus Christi Water System Pressure Zone Map Future Nueces Bay EST Legend 41 Pressure Zone 1 Pressure Zone 2 Future Holly EST Future Starry EST Existing Coral Vines EST CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2016-23463 Date Filed: 03/08/2016 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. CB&I Inc. The Woodlands , TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the goods or services to be provided under the contract. E11012 Elevated Water Storage Tanks — Citywide (ACR Implementation Phase 2) 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. ,••'I.," , KELLY MARIE RENICK ?' Notary Public, State of Texas 2.."': .a Comm. Expires 03-30.2020 syr of �+,• 7 _..----- - i � mo Notary ID 128939513 Sit attire of authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE Savor to and subscribed before me, by the said �/� y� j ke.. Cum this the' " day ofUE/�.Jt1%'� 20 , to certify which, witness my hand and seal'6f office. ► ■1(A� i ICIL V� .+e1 i �{l• L A 6f •ll[f� �'i ri Egnature of officer administering oath Printed of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2016-28112 Date Filed: 03118/2016 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Rock Engineering and Testing Laboratory, Inc. Corpus Christi, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the goods or services to be provided under the contract. E11012 Construction Materials Engineering 4 Name of Interested Party City, State, Country {}dace of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. .•• TOREN LEILANI ROCK Notary Public, State of iexos` •'1:?w'h. = My Commission Expires♦�ll� Morch26.2o)7� NO Sgnal re authoried agent of contracting business entity AFFIX NOTARY STAMP / SEAL. ABOVE r -- r. Sworn to and subscribed before me, by the said OV S P-£ C , this the Ilbyr, day of MZirtln , ` 20 !t! , to certify which, witness my hand and seal of office. 4,0A,2-RQrch L. %Loc- Act- ..n`5 Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath arms provided by Texas Ethics Commission www.ethics. state.tx. us Version V1.0,312 AGENDA MEMORANDUM Future Item for the City Council Meeting of April 12, 2016 Action Item for the City Council Meeting of April 19, 2016 DATE: TO: March 22, 2016 Ronald L. Olson, City Manager THRU: Mark Van Vleck, P.E., Assistant City Manager MarkVV©cctexas.com (361) 826-3897 FROM: Valerie H. Gray, P.E., Executive Director, Public Works ValerieG@cctexas.com (361) 826-3729 Jeffrey H. Edmonds, P.E., Director, Engineering Services JeffreyE©cctexas.com (361) 826-3851 Enqineerinq Construction Contract Citywide Collection System Pipebursting Indefinite Delivery / Indefinite Quantity Part B CAPTION: Motion authorizing the City Manager or designee to execute a multi-year construction IDIQ contract with PM Construction & Rehab, LLC of Pasadena, Texas in the amount of $1,875,000 for the Citywide Collection System Pipebursting Project. Contract renewals for four (4) optional future years will be administratively approved. PURPOSE: The purpose of this agenda item is to obtain authority to execute a multi-year IDIQ construction contract for the Citywide Collection System Pipebursting Project- Part B, Base Bid. BACKGROUND AND FINDINGS: This is part of the City's ongoing program to re -capitalize the aging sanitary sewer collection system and to eliminate sanitary sewer overflows and infiltration. CIP Description: This project will replace existing sanitary sewer lines 24 -inch and under throughout the City by pipe bursting under a multi-year indefinite delivery/indefinite quantity (ID/IQ) construction contract. This contract complements both the City's ongoing City Wide Collection System Replacement and Rehabilitation ID/IQ program and the City's ongoing City Wide Collection System Pipebursting ID/IQ program. This additional pipebursting contract provides additional resources and flexibility to improve the implementation of the program. Pipe bursting is a well-established trenchless method that is widely used for the replacement of deteriorated pipes with a new pipe of the same or larger diameter. Pipe bursting is typically cost- effective if the existing pipe is deep, below the ground water table (GWT), and the existing pipe is undersized. Pipe bursting is also an effective alternative to reduce disturbance to streets, businesses and residents verses open cut technique. On March 2, 2016, the City received proposals from six (6) bidders and the respective bids were as follows: CONTRACTOR TOTAL BASE BID PM Construction & Rehab, LLC Pasadena, Texas $7,419,979.75 Texas Pride Utilities, LLC Houston, Texas $8,178,600.00 National Power Rodding Corp. Austin, Texas $8,456,919.85 T Construction, LLC Houston, Texas $8,778,563.00 Horseshoe Construction, Inc. La Porte, Texas $10,673,675.00 Pronto Sandblasting, Coating & Oil Field Services Company, Inc. San Antonio, Texas $18,089,750.00 The proposed construction contract is a multiple year IDIQ with a base year plus 4 optional years. The unit quantities outlined in the bid documents were used for evaluation purposes only to represent possible quantities over a 5 year contract duration. The base year award will be $1,875,000, which represents approximately 1 years' worth of work. Additional years will be issued at the same award value based on available funding. Subsequent additional option years will be administratively authorized by the City Manager or designee based on available funding. Each contractor submitted unit prices for defined construction activities to use in subsequent delivery orders to determine the most cost effective repairs. The City's consultant, LNV, Inc. analyzed the three proposals. The lowest responsible bidder, based on the quantities provided for evaluation purposes, is PM Construction & Rehab, LLC of Pasadena, Texas. Based on a review of PM Construction and Rehab's experience and resources from the information they submitted in accordance with the contract documents, PM Construction & Rehab, LLC is qualified to provide the construction services for the program. An award in the amount of $1,875,000 is based on available project funds. All work will be executed by individual delivery orders in accordance with plans, specifications, and contract documents prepared by the Engineer. ALTERNATIVES: 1. Authorize the execution of the construction contract. 2. Do not authorize the execution of the construction contract. (Not Recommended) OTHER CONSIDERATIONS: This project is part of the Sanitary Sewer Overflow (SSO) program. 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 2015-2016 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget $2,200,000.00 $2,200,000.00 Encumbered / Expended Amount $7,680.00 $7,680.00 This Item $1,875,000.00 $1,875,000.00 Future Anticipated Expenditures This Project $299,500.00 $299,500.00 BALANCE $17,820.00 $17,820.00 Fund(s): Wastewater CIP #2 Comments: This is a multi-year IDIQ with individual delivery orders that will not exceed $1,875,000. RECOMMENDATION: City Staff and LNV Inc. recommends approval of a construction contract with PM Construction & Rehab, LLC of Pasadena, Texas in the amount of $1,875,000 for the Citywide Collection System Pipebursting IDIQ Part B for the total Base Bid. Contract renewals for future years will be administratively approved. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Form 1295 PROJECT BUDGET City -Wide Collection System Pipebursting Indefinite Delivery/Indefinite Quantity (IDIQ) Part B FUNDS AVAILABLE: Wastewater CIP $2,200,000 FUNDS REQUIRED: Construction: Construction (PM Construction & Rehab, LLC) THIS ITEM 1,875,000 Contingency (10%) 187,500 Design and Testing: Engineer Part B (LNV) 7,680 Construction Materials Testing Estimate (TBD) 30,000 Reimbursements: Total Reimbursements 82,000 Administration/Finance (Capital Programs/Capital Budget/Finance).... 33,000 Engineering Services (Project Mgmt/Constr Mgmt) 44,000 Miscellaneous 5,000 TOTAL 2,182,180 ESTIMATED PROJECT BUDGET BALANCE $17,820 JJ rth Sart Pedro Robsto+in °dem Rancho Chico Morgan Del Sol -Lorna Farm Area Linda Taft Doyle Portland NueceS Bay Petranila Tierra Grand rrstl Citywide Collection System Pipe Bursting ID/IQ Part B wfv Chapman Ranch T+ Tradewincs Gregory/./ 00, 3611 Ir'JIF51Lle Ingleside on the Bay VICINITY MAP4 NOT TO SCALE PROJECT: E15209 Citywide Collection System Pipe Bursting ID/IQ Part B CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Carpus Citrsti trig ineering Citywide Collection System Pipebursting Indefinite Delivery / Indefinite Quantity Part B Council Presentation April 12, 2016 Project Location Citywide Collection System Pipe Bursting ID/IQ Corpus Chr'sti Engineering Project Scope Corpus Chr'sti Engineering This project is part of the City's ongoing Program to re- capitalize the aging sanitary sewer collection system and to eliminate overflows and infiltration. Major activities include: • Multi -Year IDIQ with base plus 4 years ($1,875,000) • Rehabilitation and/ or replacement of gravity collection lines by pipe bursting lines (6" to 24" diameter) • Control of wastewater flows (by-passing) • Cleaning and televised inspection of conduits • Temporary traffic control measures 3 Project Scope Corpus Chr'sti Engineering Pipebursting Example Isc ueu► Ape Iln.nli ,n Pi Pilling CO) Old Pi Te en' B „ >w 111110.11117111i pilIMPIMI ■ ■ f?iu iin_f?c 1 '.'ial('uu.c't,a. acpn. ❑ ilt Pipe bursting is a well-established trenchless method that is widely used for the replacement of deteriorated pipes with a new pipe of the same or larger diameter. Pipe bursting is typically cost-effective if the existing pipe is deep, below the ground water table (GWT), and the existing pipe is undersized. Pipe bursting is also an effective alternative to reduce disturbance to streets, business and residents verses open cut technique. Bid Summary Carpus ehr'sti Engineering Contractor PM Construction & Rehab, LLC Texas Pride Utilities, LLC National Power Rodding Corp. T Construction, LLC Horseshoe Construction, Inc. Pronto Sandblasting, Coating & Oil Field Services Company, Inc. Base Bid $7,419,979.75 $8,178,600.00 $8,456,919.85 $8,778,563.00 $10,673,675.00 $18,089,750.00 The ID/IQ contract documents were prepared as a one-year $1,875,000 base construction contract with the option to extend up to four (4) possible one-year renewals. Subsequent additional option years will be administratively authorized by the City Manager or designee based on available funding. Project Schedule Corpus Chr sti Engineering 2016 1 2017 Feb Mar Apr May Jun Bid & Award Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Construction Project Construction Estimate: 365 Calendar Days = 12 Months Estimated Completion May 2017 This project is a multi-year Indefinite Delivery/Indefinite Quantity (IDIQ) construction contract with a one-year (12 calendar months) base contract and four optional one-year renewal options. CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2016-30848 Date Filed: 03/24/2016 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. PM Construction & Rehab, LLC Houston, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi, Texas 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the goods or services to be provided under the contract. E15209 City Wide Collection System Pipebursting IDIQ Part B 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Inland Pipe Rehabilitation, LLC The Woodlands, TX United States X 5 Check only if there iSNp Interested Parry. ❑ %�tttt1l ratio 6 AFFIDAVI .z• s 1. ►rro AFFIX NOTARY to and 20 16 4.0 .c*..••'' yp••�' 0 Gg'.. N f. -S ...k yj'/q �{ Pco .1. O\"oF 7 j' ,..P► {..?.••' ' �' %,, 13,20` 849,0f%AL ABOVE subscribed before me, by the said I swear, or affirm, under penaltyof perjury, that the above disclosure is true and correct. p 1 Y. 1 f Signature of authorized agent of contracting business entity Bac .this the 24 day of March Ong , to certify which, witness my hand and seal of office. S Medina Notary % I aft - Katharine , Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us ersion V1.0. AGENDA MEMORANDUM Future Item for the City Council Meeting of April 12, 2016 Action Item for the City Council Meeting of April 19, 2016 DATE: April 12, 2016 TO: Ronald L. Olson, City Manager FROM: Yasmine Chapman, Director of Human Resources YasmineC@cctexas.com (361) 826-3878 Steve Viera, Benefits Manager SteveV@cctexas.com (361) 826-3445 Maria Pedraza, Procurement Manager MariaPe@cctexas.com (361) 826-3176 Employer Sponsored Wellness Clinic Service Agreement CAPTION: Resolution authorizing the City Manager or designee to negotiate and execute a service agreement with Concentra Health Services, Inc., to provide management and operation of the City's employer-sponsored Wellness Clinic for a two-year term, with up to three one-year extensions. PURPOSE: Approval to execute a contract with the recommended Employer Sponsored Wellness Clinic proposer. BACKGROUND AND FINDINGS: In January 2016, The City's Human Resources — Benefits Division began the process of creating a Request for Proposal (RFP) for an Employer-sponsored Wellness Clinic Event No. 103. With the assistance of the City's Benefit Consultant, Randy McGraw for HUB International Insurance Services, and a Senior Buyer of the City's Purchasing Division, the RFP was advertised and issued on February 22, 2016. The RFP was advertised, posted on the City's Supplier Portal and issued. An evaluation team comprised of Human Resource Department staff and consultant, reviewed the proposals and scored each according to the criteria below. The consultant participated in an advisory capacity and did not participate in scoring the proposals. Proposals were evaluated across three major criteria: profile qualifications, technical solution, and fee proposal. The team evaluated five proposals based on the following criteria and weighting scale: Proposer's Profile and Qualifications - 30% Technical Solution - 30% Fee Proposal - 40% The team held evaluation meetings on March 16, 2016 and selected two finalists to make best and final offers. On March 23, 2016, best and final offers were received and scored from the top two proposers: Concentra Health Services Inc. and IMWELL Health Services. The evaluation team was unanimous in its recommendation that a contract award be offered to Concentra Health System, Inc. The term of the contract will be for two years, with an option to extend for up to three additional one-year terms. The total estimated cost for the initial year of the contract with Concentra is $ 604,860 plus a variable pass through cost of $103,000. The estimated cost projections reflect an increase of $79,360 with the recommended proposer. This service will be used by the Human Resources Department to provide primary care and wellness services to eligible active employees, retirees and their eligible dependents and/or surviving spouses. We are seeking approval to execute a contract for the City's Employer - Sponsored Wellness Clinic. ALTERNATIVES: N/A OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures along with the State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: N/A DEPARTMENTAL CLEARANCES: Human Resources Department 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 $709,151.00 $1,110,958.00 $1,820,109.00 Encumbered / Expended Amount $374,337.00 $0 $374,337.00 This item $275,620.00 $1,110,958.00 $1,386,578.00 BALANCE $59,194 $0 $59,194 Fund(s): Other Employee, Wellness Clinic and Wellness Program RECOMMENDATION: Staff recommends approval of the resolution LIST OF SUPPORTING DOCUMENTS: Service Agreement- Employer Sponsored Wellness Clinic Resolution Resolution authorizing the City Manager or designee to negotiate and execute a service agreement with Concentra Health Services, Inc., to provide management and operation of the City's employer- sponsored Wellness Clinic for a two-year term, with up to three one- year extensions. WHEREAS, use of a wellness clinic, administered by the Human Resources Department, provides primary care and wellness services to eligible active employees, retirees, and their eligible dependents and surviving spouses; WHEREAS, with the assistance of the City's benefit consultant, HUB Inter- national Insurance Services, a Request for Proposal to manage and operate the employer-sponsored Wellness Clinic was advertised and issued on February 22, 2016; WHEREAS, an evaluation team composed of City staff and the consultant reviewed the responses and was unanimous in its recommendation that a contract be offered to Concentra Health Services, Inc. ("Concentra"), providing the best value to the City, for a two-year term, with an option to extend for up to three additional one-year terms. WHEREAS, the total estimated cost for the initial year of the two-year contract with Concentra is $1,386,578.00; and WHEREAS, the City Council finds that a contract award to Concentra provides the best value to the City for the management and operation of the Wellness Clinic. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: The City Manager or his designee is authorized to negotiate and execute a contract with Concentra Health Services, Inc., having its principal Texas office located in Addison, to provide management and operation of the City's employer-sponsored Wellness Clinic for a two-year term, with up to three one-year term extensions, in accordance with Request for Proposal Event Number 103. 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 Michael Hunter Chad Magill Colleen McIntyre Lucy Rubio Brian Rosas Mark Scott Carolyn Vaughn SERVICE AGREEMENT EMPLOYER-SPONSORED WELLNESS CLINIC Contract No. 644 THIS Employer -Sponsored Wellness Clinic ("Agreement") Is entered into by and between Concentra Health Services, Inc., of Addison, Texas ("Contractor') and the City of Corpus Christi, a Texas home -rule municipal corporation ("City"), by and through its duly authorized City Manager or his designee ("City Manager"), effective for all purposes upon execution by the City Manager. WHEREAS, Contractor has proposed to provide management and operation of an employer-sponsored wellness clinic services in response to the City's Request for Proposals ("RFP Event No. 103"): WHEREAS, the City has determined Contractor to be the best valued respondent NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will provide management and operation of an employer- sponsored mployersponsored wellness clinic ("Services") in accordance with Scope of Work ("Attachment A"), and as detailed in Contractor's Technical Proposal ("Attachment B") which are Attached and Incorporated by Reference into this Agreement. 2. Compensation and Payment. The total amount to be paid under the initial term of this agreement shall not exceed 1,386,578.00. Fees will be paid as outlined in Attachment C "Fee Schedule" attached and Incorporated by Reference into this agreement. Contractor shall submit monthly invoices for all services rendered in accordance with this agreement. Payment will be made to Contractor within thirty (30) days of receipt of proper invoice. 3. Term. This Agreement takes effect upon execution of the City Manager or designee and continues for two years with an option to extend for up to three additional one-year periods. 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 or communications regarding this Agreement must be directed to the contract administrator, who is the Director of Human Resource or designee ("Contract Administrator"). 5. Independent Contractor. Contractor will perform the Services as an independent contractor and will furnish such Services in its own manner and method, and under no 1 circumstances or conditions may any agent, servant or employee of the Contractor be considered an employee of the City. 6. Insurance. Before activities can begin under this Agreement, the Contractor's insurance company, or companies, must deliver a Certificate of Insurance, as proof of the required insurance coverages, to the Contract Administrator and City's Risk Manager. The Contractor's insurance requirements are attached to and incorporated by reference into this Agreement as Attachment "D". 7. Assignment. No assignment of this Agreement or of any right or interest contained in this Agreement by the Contractor is effective unless the City first gives its written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City's right to withhold consent to such assignment is within the sole discretion of the City on any ground whatsoever. 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 on September 30th) is subject to appropriations and budget approval providing for covering such contract item as an expenditure in the budget. The City does not represent that said budget item will be actually adopted, as that determination is within the sole discretion of the City Council at the time of adoption of each budget. 9. Waiver. No waiver of any breach of any term or condition of this Agreement, or the Consultant's response to RFP, which exhibit is incorporated into 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 the City of Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas and such form and venue for such disputes is the appropriate district, county or justice court in and for Nueces County, Texas. 11. Subcontractors. The Contractor may use subcontractors in connection with the Services to be performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator. in using subcontractors, the Contractor shall be 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 upon execution by authorized representatives of both parties. 13. Termination. The City Manager may terminate this Agreement for Contractor's failure to perform the Services. Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for termination. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable 2 J opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. Alternatively, the City Manager may terminate this Agreement without cause upon 20 days' written notice to the Contractor. However, the City may terminate this Agreement upon three days' written notice to the Contractor for Contractor's failure to pay or provide proof of payment of taxes, as set out in this Agreement. 14. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes in accordance with Circular E, "Employer's Tax Guide", Publication 15, as it may be amended. Upon request, the City Manager shall be provided proof of payment of one or more of these taxes within 15 days of such request. 15. Notice. Notice may be given by hand delivery or certified mail, postage prepaid, and is received on the day faxed or hand -delivered and on the third day after deposit in the U.S. mail if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Attention: Director of Human Resource 1201 Leopard Street Corpus Christi, Texas 78401 IF TO CONTRACTOR: Contractor Name: Contact Person: Address: City, State, Zip: Concentra Health Services. Inc. Keith Newton, President and Chief Executive Officer 5080 Spectrum Drive. Suite 1200W Addison. Texas 75001 16. Severability. Each provision of this Agreement shall be considered to be severable and if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, and this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. 17. Entire Agreement. This Agreement constitutes the entire agreement between the parties conceming the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. 18. Order of Precedence. In the event of conflicts or inconsistencies between this Agreement and its exhibits or attachments, such conflicts or inconsistencies will be resolved by reference to the documents in the following order of priority: this Agreement and its Attachments, the RFP documents including Addenda. 3 19. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908 and complete Form 1295 "Certificate of Interested Parties" cis part of this Agreement. 20. 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 PERSONAL INJURIES, INCLUDING THOSE RESULTING IN WORKERS' COMPENSATION CLAIMS OR DEATH, PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF LOSS OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, REASONABLE ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF CONTRACTOR'S PERFORMANCE OF THIS AGREEMENT EXCEPT WHERE THE INJURIES, DEATH, LOSS, OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE NEGLIGENCE OR INTERNTIONAL ACTS OR OMISSIONS OF INDEMNITEES. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL NOTICES, CLAIMS, AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL REASONABLY SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 21. Conflict of Interest. Contractor agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index CONTRACTOR: Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI Margie Rose Deputy City Manager For City Manager Date APPROVED AS TO LEGAL FORM: Buck Brice Assistant City Attorney For City Attorney Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Contractor's Technical Proposal Attachment C: Fee Schedule Attachment D: Insurance Requirements Incorporated by Reference Only: Exhibit A: Request for Proposals Event No. 103 5 Attachment A: Scope of Work The Contractor will provide services to operate a wellness clinic and offer full access to primary care including, but not limited to: episodic care, disease management, and wellness programs focused on health promotion and disease prevention to eligible active employees, retirees and their eligible dependents and/or surviving spouses. The wellness clinic's staff shall be properly sponsored and supervised as required by the State of Texas. Neither the City nor its health benefits fund will assume any liability for the practice of medicine. The Contractor will oversee the operation of the clinic and be responsible for all expenses incurred, such as but not limited to: staffing, supplies {both medical and office), facilities, record maintenance, telephone, and any special needs regarding waste removal or security. All services, data management and record keeping will be HIPAA and HITECH compliant. Services will be performed as outlined in the Contractor's Technical Proposal "Attachment 8" to this Agreement. • Clinic Location. 6th Floor of City Hall in Corpus Christi, TX • Program Participants . 5,711 program participants including: C Employees: 2,528 C Dependents: 2,971 C Retirees under 65: 134 0 Retiree dependents: 78 • Hours of Operation. Monday through Friday, 7:00 a.m. to 7:00 p.m. 6 Attachment B: Contractor's Technical Proposal TECHNICAL PROPOSAL Employer-sponsored Wellness Clinic Request for Proposal No. 103 PRESENTED TO City of Corpus Christi, TX PRESENTED BY Concen .ra DUE: March 14, 2016 12:00 p.m. CST Kris Troncoso Assistant Vice President National Accounts 5080 Spectrum Drive, Suite 1200W Addison, TX 75001 Phone: 713.542 6251 E-mail: kris_troncoso@concentra com Employer-sponsored Wellness Clinic Request for Proposal No. 103 Request for Best and Final Offer Clarification PRESENTED TO City of Corpus Christi, TX PRESENTED BY Concen via Kris Troncoso Assistant Vice President National Accounts 5080 Spectrum Drive, Suite 1200W Addison, TX 75001 Phone: 713.542.6251 E-mail: kris_troncoso@concentra.com DUE: March 29, 2016 Concen gra° March 29, 2016 Lydia Juarez, Procurement Officer City of Corpus Christi Purchasing Division 1201 Leopard St. 4th Floor, City Hall Corpus Christi, TX 78401-2825 RE: Request for Proposal for an Employer-sponsored Wellness Clinic, RFP No. 103 Best and Final Offer Clarification Dear Ms. Juarez: Concentra is in receipt of the City of Corpus Christi's (the City) follow-up questions, dated March 29, 2016 in response to Request for Proposal (RFP) Number 103 for an Employer-sponsored Wellness Clinic. We value the City's continued consideration of Concentra as a potential vendor and are pleased to provide our response to the requested information below. Concentra has reviewed its exceptions to the City's Terms and Conditions as set forth in Concentra's March 4, 2016 letter and in Attachment B to Concentra's Technical Proposal dated March 14, 2016. As requested by the City, Concentra is willing to rescind its exceptions to Paragraphs 2 (Fee), 3 (Term), 13 (Termination), of the Terms and Conditions, as well as Concentra's requested additional provisions. Concentra requests that the City agree to Concentra's revisions to Paragraph 17 (Indemnification), only. It is understood that Concentra's Technical Proposal will be made a part of any contract, and that the provision of services as set forth therein will guide the parties. Furthermore, the BAFO pricing submitted on March 23, 2016 is to be used and will supersede the original pricing structure submitted in our initial RFP response. Concentra appreciates the opportunity to participate in the City's process. Should you have any questions, please feel free to contact me via phone or by e-mail. Respectfully submitted, Kris Troncoso National Accounts 5060 Spectrum Drive, Suite 1200W Addison, TX 75001 Phone: 713.542.6251 E-mail: kris_troncoso@concentra.com concentra,com • 5080 Spectrum Drive. 1200 West Tower. Addison Texas 75001 • 800 232 3550 • 972 725 6439 55.60 I $5.60 I 55.60 I 55.60 I $5.60 I Estimated City of Corpus Program Costs Christi One Time Feel _ One Tsme Fee I1 One Time Fee 41, One Time e71, [-One Time Fee 9 Network Installation 510,500 Data Feed 57,000 Technology/Software Licenses 516,000 1111 Implementation Fee 526,000 TOTAL START-UP COSTS 559,500 $0 $0 $0 $0 Near-Three Year_FoulA Physician Oversight - 0.16 FTE 566,560 569,888 $73,382 $77,051 580,904 Nurse Practitioner/APN -1.6 FTE 5259,000 5271,950 5285,548 5299,825 5314,816 Medical Assistant - 2 FTE 5111,000 $116,550 5122,378 5128,497 5134,922 TOTAL LABOR COSTS 5436,560 5458,388 $481,308 5505,373 5530,642 ngOmg Fee Network Connectivity 58,300 $8,715 59,151 59,609 510,089 Equipment Lease 54,000 $4,200 $4,410 $4,631 $4,863 Technology Fee 516,000 $16,800 517,640 518,522 519,448 Management Fee 580,500 584,525 588,751 593,189 597,848 TOTAL ONGOING FIXED FEES $108,800 $114,240 5119,952 5125,951 5132,248 iistima E Estimated Medical Supplies 525,000 $25,750 $26,523 $27,319 528,139 Estimated Laboratory $66,000 $67,980 570,019 $72,120 $74,284 Estimated Office Supplies/Admin/Travel/Other 512,000 512,360 512,731 $13,113 513,506 TOTAL PASSTHROUGH COSTS $103,000 $106,090 $109,273 $112,552 $115,929 ESTIMATED ANNUAL COSTS $707,860 $678,718 $710,533 $743,876 $778,819 Optional Disease Management and Wellness Programming (Viverae) - PEPM Employer-sponsored Wellness Clinic An Request for Proposal No. 103 Finalists — Request for Clarification PRESENTED TO City of Corpus Christi, TX PRESENTED BY Concentra Kris Troncoso Assistant Vice President National Accounts 5080 Spectrum Drive, Suite 1200W Addison, TX 75001 Phone: 713.542.6251 E-mail: kris troncoso@concentra.com DUE: March 22, 2016 12:00 p.m. CST �r oncen Lra City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Finalists — Request for C1ar fication March 22, 2016 Lydia Juarez, Procurement Officer City of Corpus Christi Purchasing Division 1201 Leopard St 4th Floor, City Hail Corpus Christi, TX 78401-2825 RE: Request for Proposal for an Employer-sponsored Wellness Clinic, RFP No. 103 Finalists — Request for Clarification Dear Ms. Juarez: Concentra Is in receipt of the City of Corpus Christi's (the City) follow-up questions, dated March 18, 2016 in response to Request for Proposal (RFP) Number 103 for an Employer-sponsored Wellness Clinic. We value the City's continued consideration of Concentra as a potential vendor and are pleased to provide our response to the requested Information on the following pages. 1. You are invited to improve your financial offer which can consist of waiving or redudng any implementation fees, or lowering any proposed ongoing costs and guarantees. Concentra acknowledges the City's offer, and we have adjusted our financial offer accordingly. We include our revised pricing summary as an attachment to our response. 2. Please confirm that your financial offer Incorporates providing the requested clinic services for the hours of operation that the clinic is currently offering, as described In the initial RFP data that was released. Concentra recognizes that the City's requested hours of operation are Monday through Friday, 7:00 a.m. to 7:00 p.m., and we affirm that our offer mirrors the current program hours of operation. 3. Please confirm if your contract is approved by City Council on April 12, 2016 that you can be prepared to operate the clinic before but no later than June 1, 2016. Confirmed. Throughout our more than two decades of experience managing on-site programs, Concentra has successfully Implemented hundreds of tailored solutions by adhering to specified deliverables and timelines and we are prepared to leverage this relevant experience during this phase of the City's program. Our typical Implementation timeline for a new facility Is 120 days and the process begins once an award is made, a Letter of intent (LO1) is executed, and post statement of work meeting. However, the actual timeline is dependent on several variables, including recruiting, renovation or expansion (if needed), build out, etc., 30 days prior to the open for business date, as applicable. Staff recruitment typically requires the greatest amount of time, and we will be proactive in initiating the recruiting process Immediately upon award of the bid. 4. In your original staffing model and price proposal you Included labor costs for a Registered Nurse. The City would be content to replace the RN with a medical assistant. Please reflect that change in your improved offer. Concentra acknowledges the City's request, and we have modified our staffing model, as shown below: After reviewing the requirements outlined in the City's RFP, Concentra proposes the following staffing model: 1.6 FTE Nurse Practitioner (2 clinicians at 0.8 FTE each) 2.0 FTE Medical Assistant 0.16 FTE Physician Oversight March 14, 2016 Page 1 Cntn.,ra` City of Corpus Christi, TX • RFP No. 103 Employer-sponsored Wellness Chic Finalists — Request for Clarification 5. The City also requests a price proposal for access to your local clinic(s) on a per visit fee basis for services similar to those provided through the on-site clinic. Concentra recognizes that the City may require various services to be provided through our freestanding urgent care center located at 4025 S Padre island Dr., Corpus Christi, TX 78411. Our center is accessible and available to offer supplemental services that may not be available at the onsite. Services performed at a Concentra Urgent Care Center (including occupational medicine services such as physical exams, drug testing, audiograms, OSHA surveillance programs) can be provided at a fee for service basis. Workers' Compensation (injury care) services shall be billed in accordance with the Texas Workers' Compensation Commission fee schedule. Urgent care services shall be provided via a contractual agreement with the City's carrier. We provide a sample list of pricing for services available through the Concentra Urgent Care Center as an attachment to our response. 8. Your response to Question 17 in the Clinic Technical tab Indicated that wellness education sessions could be provided at no additional cost If you provided a dedicated Onsite Wellness Coordinator, or at a fee of $125 per hour. Could these services be provided by an existing staff member at no additional cost, which Is the current practice with the current provider? Educational Sessions Concentra can offer group education sessions conducted by the on-site staff within the center as space permits. However, because directly serving patient needs is the primary role of the staff, the number of sessions ultimately offered is dependent on the final staffing solution and availability of the medical professionals. We are open to discussing the opportunity for educational sessions in greater detail during upcoming phases of the project. These sessions may include a wide range of topics and diseases, but also encompass center services such as: • Benefit pian resources (EAP, disease management, etc.) • Exercise counseling • Lifestyle counseling • Nutrition • Physical therapy • Preferred network providers • Smoking cessation • Stress management • Support groups • Weight management • Works practices (ergonomics, safety, surveillance), drug screens Educational Materials Concentra offers a variety of educational materials available for use at Concerrtra.com. The onsite may also obtain copies of this Information and distribute it to patients as needed. Concentra also offers a broad array of standard communication materials that can be used to introduce the onsite to employees, dependents, and retirees, promote it use, and provide information about services. The materials include wellness activities and support available to participants through the onsite. The City will have full access to these materials and we can provide consultative services at no additional cost. in addition, participants will have access to a wide variety of digital educational resources, including health information and articles, self-assessment tools, self -guided behavioral change modules, and a health and wellness information library. Concentra can tailor our available wellness educational materials to the City's population. Upon further evaluation of the population's demographics and health culture, Concentra will determine which materials are most relevant Educational flyers are also available for use at.our website, www.concentra.com, and can be distributed by the on-site staff. March 14, 2016 Page 2 Conce1 1 Lra. City of Corpus Christi, TX • RFP No. 103 Employer-sponsored Wellness Clinic Finalists — Request for Clarification 7. Your response to Question 29 in the Clinic Technical tab described additional fees for wellness and disease management programs. Are these fees expressed a per eligible employee per month, or per participating employee per month? The fees for the wellness and disease management programs are billed on a per -eligible -employee -per - month (PEPM) basis, and established through the monthly eligibility feed from the City. The targeted engagement rate Is 60% - 70%. End of Questions Concentra appreciates the opportunity to participate In the City's process. Should you have any questions, please feel free to contact me via phone or by e-mail. Respectfully submitted, Kris Troncoso National Accounts 5080 Spectrum Drive, Suite 1200W Addison, TX 75001 Phone: 713.542.6251 E-mail: kris_troncoso@concentra.com March 14, 2016 Pape 3 Concentra's onsite center pricing structure Is designed to drive maximum financial success for the City. This method of reimbursement focuses on total employee health and the City's return on investment Our goal is to work with the City to provide a successful Integrated on-site program that leads to long-term success and a mutually beneficial relationship. We are motivated to improve the overall health and quality of life for the City's employees and not to increase clinic volume in order to drive billable services. Concentra's model is an annuat fee for program staffing and management. Concentra will bill labor, technology, and management fees to the City as a flat monthly fee at 1/12 of the annual rate. Ali other costs will be passed through as incurred. Our standard payment terms are net 30 days. Labor, technology, and management fees are subject to 5% annual price increases upon each 12 month anniversary of a signed Agreement. Estimated Start-up Costs Equipment/Supplies/Medications Concentra acknowledges that there are currently operational medical clinics onsite; therefore, startup supply stocking costs should be minimal. Concentra reserves the right to perform a waikthrough of the location and will purchase and pass through only the cost of the equipment and supplies necessary to outfit the clinic space in accordance with Concentra standards. As previously discussed, Concentra will leverage our vendor relationships to acquire the lowest commercially available prices for these items. The actual supply and equipment costs will be dependent upon the facility's size and configuration. Technology Implementation of our technology platform includes the electronic health record and portals. Start-up costs include software licensing, provider training, the City's customized database construction, customization of forms, connection fees, and an initial data feed. Please note, Concentra has included estimated pricing for T1 network connectivity. Each clinic will need to be on a dedicated line meeting Concentra's speed and capacity standards. Concentra proposes to install our preferred network, and pricing will depend on the distance of the loop or the mileage between the telecom and the place of business as well as available providers in the local area. Concentra welcomes the opportunity to discuss other more cost effective options. Estimated Program Costs City of Corpus Christi Start-up Costs One-time Fee Network Installation $10500 Data Feed $7,000 Technology/Software Licenses $19,000 Implementation Fee $40,000 TOTAL START-UP COSTS $59,500 Lobar Costs Annual Fee Physician Oversight - 0.16 FTE $66,560 Nurse Practitioner/APN -1.6 FTE $259,000 Medical Assistant — 2.0 FTE $111,000 TOTAL LABOR COSTS $436,560 r ji,r., ngamg:brd Network Connectivity $8,300 Equipment Lease $4,000 Technology Fee $16,000 Management Fee $80,500 TOTAL ONGOING FIXED FEES $108,800 Estimated Passthrough Costs Annual Estimate Estimated Medical Supplies $25,000 Estimated Laboratory $66,000 Estimated Office Supplies/Admin/Travel/Other $1Z000 TOTAL PASSTHROUGH COSTS $103,000 ESTIMATED YEAR 1 COSTS 5707,860 Estimated Labor Costs Concentra provides and supports all aspects of clinic and personnel management to include salaries, benefits, licensing, and medical malpractice/liability insurance, and staff coverage during vacation or sick leave (so clinic operations are undisturbed). All staff will be hired up to 30 days prior to the opening date of the center to provide adequate training. This fee will be charged on a monthly basis and includes the following components. Base Salary Establishing a base salary for an on-site clinical position is determined based on existing staff salaries and market intelligence, along with: • Clinical specialty • Experience of clinician • Additional requested certifications (ACLS, BLS, CCM) • Work schedule — shift work • Local salary variances — based on geographic location Concentra's recruiting team researches these factors through standardized due diligence utilizing electronic database queries and professional interviews. Additionally, local clinical staff provides knowledge and direction of market trends and expectations. Benefits A thorough array of personal benefits is provided for all of our full-time employees who work 32 hours or more per week, as well as their spouses. Our benefits include: Body & Mind • Medical 1 Short -/long -tens disability 1 Life insurance 1 AD&D • Prescription Drugs ■ Dental Vision Employee Assistance Program (EAP) Financial ■ 401(k) Plan • Flexible Spending Accounts (FSA) • Tuition Reimbursement • Cobra Rates • Referral Bonus Programs ■ Employee Discount Programs Coverage All full-time Concentra employees receive annual time off for vacation and sick leave based upon company policy. Additionally, professional employees receive time off for continuing education and training. When necessary, we have incorporated coverage expense into the pricing section of the proposal as the cost to backfill employees during these times. Please note that if a staffing agency is used to provide coverage, the difference in rates shall be a pass through to the City as agency pricing is traditionally higher than the base wage rate. Concentra will do everything In our power to avold agency staffing. Volume Adjustments Concentra will closely monitor the utilization of the center, any requested adjustments to the on-site center hours of operation and/or staffing will be modified upon mutual agreement between the parties and documented by an executed amendment to the agreement. In the event that additional hours are deemed temporarily necessary for existing staff members that are not overtime hours, they will be billed at the rates listed above. In the event that overtime hours are deemed temporarily necessary, overtime hours will be billed at 1.5X the rates listed above. Estimated Ongoing Costs ClinicallAdminlSupplies • Lab, Medica!, Clinic Supplies — Includes costs for items purchased through our vendor relationships necessary to support the operation of the onsite center, including but not limited to lab and medical supplies (medications, vaccinations, laboratory testing, CLIA waiver). Supplies are billed at a pass through cost if one-time events, such as annual biometric or flu events, are scheduled, additional fees will apply. • Travel — Estimated travel costs for periodic onsite visits for supervising physician as well as travel between locations • Postage/Office Supplies— Supplies are billed at a pass through cost. • Facility/Equipment/Hazardous Waste — includes on-going facility fees, clinic equipment maintenance (Including calibrations), and biohazard disposal fees. Fees are billed at a pass through cost. ▪ Third Party Services — Required third -party relationships, including MRO, X-ray over reads, translation services, etc. necessary for ongoing center operations and optimal patient care. Fees are billed at a pass through cost. • CME — Ongoing annual education for staff in order to stay in compliance with applicable regulations, depending on services provided and certifications needed. Fees passed through Include certification costs as well as any associated travel expenses Incurred. Technology Fees • Software licenses — Based on current staffing. Subject to change as number of staff members increases • Hosting fees • Lease of hardware — This amount Is estimated based on our tech department's current understanding of the equipment necessary to operate the EMR platform. Upon award, Concentra will perform a waikthrough of the clinics to determine actual equipment that will be configured for the City • Database maintenance • Help Desk support • Network and all associated costs - amount is estimated based on our tech department's current understanding of the equipment necessary. Concentra welcomes the opportunity to discuss pricing for all available options upon award. • Fees for data transfer Management Fee Annual fee for managing the on-slte program for the City. The management fee is subject to change based on overall program costs and includes the following components: • General and Administrative costs (including functions such as billing, HR, finance, accounting) • National and local medical and operational oversight • Profit Services provided at Concentra Urgent Care Center - SPIF Component Rate Physical PrePlacement Non Regulated UDS Collect PrePlacement Regulated UDS Collect PrePlacement Non Regulated UDS PrePlacement Breath Alcohol Test PrePlacement Audiogram TB Skin Test DOT Physical PrePlacement Non Regulated UDS Collect Random Breath Alcohol Test Random DOT Physical Recertification Pulmonary Function Test Regulated UDS Collect Random Non Regulated UDS Collect Post Accident Vision Titmus/Color Perception Regulated UDS PrePlacement U/A Dipstick (In Center) OSHA Respirator Questionnaire Non Regulated UDS Post Accldent DOT Physical Private Breath Alcohol Test Post Accldent Hair Collect Blood Collect Vision Snellen Chart Vital Signs X -Ray Chest -1 View EKG Resting Respirator Fit Test Qualitative Blood & Urine Collect Height & Weight 77.00 40.00 40.00 57.00 40.00 48.00 46.00 85.00 40.00 40.00 85.00 57.00 40.00 40.00 47.00 67.00 43.00 41.00 57.00 119.00 40.00 43.00 55.00 40.00 35.00 81.00 89.00 52.00 55.00 38.00 Conten Ira A. Transmittal Letter March 14, 2016 Lydia Juarez, Procurement Officer City of Corpus Christi Purchasing Division 1201 Leopard St. 4th Floor, City Hall Corpus Christi, TX 78401-2825 RE: Request for Proposal for an Employer-sponsored Wellness Clinic, RFP No. 103 Technical Proposal Dear Ms. Juarez: Concentra acknowledges that the City of Corpus Christi (the City), is requesting proposals from qualified providers, and we are pleased to present our capabilities. As a leading provider of workplace health solutions, Concentra is highly qualified and well positioned to perform the services the City is seeking. Our national footprint positions us at the forefront of delivering convenient and accessible medical care. This presence, coupled with the strength of our local relationships, expertise in the medical industry, and commitment to service excellence creates distinct advantages and differentiates Concentra from our competitors. We affirm that our proposal adheres to the stated requirements and provisions as outlined in the City's Request for Proposal (RFP). Established in 1979, Concentra is confident in our ability to provide the requested scope of work successfully and professionally. For more than 20 years, we have implemented, operated, and managed on-site health centers for clients across the country. We staff each program with the right mix of professionals who possess the precise skills and experience to deliver quality health care and meet our clients' scope of service requirements. Concentra is honored to serve as the City's occupational health care partner through our Corpus Christi urgent care center and we value the opportunity to assist the City reach its workforce health and wellness goals through the employer-sponsored wellness clinic. As a clinical resource, Concentra will treat the City's personnel to a welcoming, respectful, and skillful experience. Our objective is to deliver a compliant program that not only meets immediate health care needs but also exceeds program expectations. To best serve our clients' needs, Concentra draws from a pool of experienced professionals to facilitate contracting and provide program support. Kris Troncoso, assistant vice president of national accounts, to serve as the initial contact and liaison between Concentra and the City. In this role, Mr. Troncoso will work proactively with the leadership team to ensure the solution we propose aligns with the City's overall program objectives. Mr. Troncoso stands ready to answer any questions the City may have regarding our submission. He may be reached via phone: 713.542.6251, or by e-mail: kris troncoso@concentra.com. cone~,., --- • 5080 Spectrum Drive, 1200 West Tower, Addison. Texas 75001 • . 800 232.3550 • 972.725.6439 City of Corpus Christi, TX • RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal Page 2 This document contains Concentra's response to the services outlined in the City's specifications and relevant attachments, including Attachment A — City -required Forms. We affirm that. ■ AU information contained herein is current, complete, accurate, and remains firm for 180 days following the due date, March 14, 2016. We acknowledge that the City anticipates a contract term of two years with the option to extend for up to three additional one-year periods. • As president and chief executive officer of Concentra Health Services, Inc., I, Keith Newton, am duly authorized by Concentra to contractually obligate the organization. • We submit our Fee Proposal as a separate document. • Concentra is in receipt of the following amendments; ✓ Amendment 1, dated February 23, 2016 ✓ Addendum 1, dated March 9, 2016 We acknowledge that by submitting a proposal, the proposer commits to the terms and conditions proposed for inclusion in the City's final agreement and that any deviations should be submitted during the question and answer period, ending Friday, March 4, 2016. As such, Concentra's Legal and Risk Departments reviewed the terms, conditions, and insurance requirements outlined in the City's RFP and made minor modifications to the language therein. In accordance with RFP Sections 2.4, Terms and Conditions, and 2.17, Exceptions to RFP Specifications, we submitted our deviations to the City's terms and conditions on March 4, 2016, through the City's supplier portal. However, for ease of reference, we also include Attachment B — Legal. Exceptions and Sample Agreement for the City's review. In an effort to create a mutually beneficial agreement, Concentra's legal counsel welcomes the opportunity to proactively engage the City in discussions regarding our recommended changes. Our goal is to ultimately create an agreement that not only outlines the schedule of services, but also protects the business interests of both the City and Concentra. We also include Attachment C — Certificate of Insurance. Concentra takes pride in delivering clinical solutions tailored to our clients' needs and we value the City's consideration of our proposal. Concentra looks forward to the opportunity to serve as a strategic clinical resource to City of Corpus Christi's leadership and participant population. Respectfully submitted, Keith Newton President and Chief Executive Officer Concentra Health Services, Inc. concentra com • 5080 Spectrum Drive, 1200 West Tower, Addison, Texas 75001 • 800 232 3550 • 972.725.6439 Concen gra City of Corpus Christi, TX • RFP No. 103 Employer-sponsored Wellness Chnic Technical Proposal B. Table of Contents C. Disclosure of Interest 1 D. Business Designation Form 2 E. Form 1295: Certificate of Interested Parties 3 F. Response to Questionnaire 4 G. Additional Information 5 H. Solution Summary 14 I. Attachments 15 0 2016 Concentra Operating Corporation. M rights reserved. March 14. 2016 Table of Contents Concen Lra City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal C. Disclosure of Interest Concentra completed the City's required Disclosure of Interest Form and we include this document as part of Attachment A — City -required Forms. 1km..6 4 • 1n4C Concen gra City of Corpus Christi, TX ♦ RFP No 103 Employer-sponsored Wellness Clinic Technical Proposal D. Business Designation Form Concentra completed the City's required Business Designation Form and we include this document as part of Attachment A — City -required Forms. I1,rn0. 1A 7f11C Concen City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal E. Form 1295: Certificate of Interested Parties Concentra completed the City's required Form 1295 and we include this document as part of Attachment A — City -required Forms. Conten Lra City of Corpus Christi. TX • RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal F. Response to Questionnaire Concentra completed the City's required Clinic RFP Questionnaire and we include Tabs A through D of this document immediately following this page. We submit Tab E as part of our separate Fee Proposal. In accordance with the RFP specifications, we also include the complete questionnaire electronically, in its original Excel format. Patnreh 1A •)fl1t Table of Contents A. General Information B. Financial Information C. Clinic Qualifications D. Clinic Technical E. Fee Proposal Notice: Ali questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this timo or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the desIunated califs) of the worksheet provided if additional documentation Is necessary to fully respond please attach and reference attachment. City of Corpus Christi_RFP Questionnaire FINAL, Table of Contents 1 A. GENERAL INFORMATION Notice: Alt questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cell(s) of the worksheet provided if additional documentation is necessary to fully respond please attach and reference attachment. 1 Parent Company Name: Concentra Is a subsidiary of Select Medical Holdings Corporation, a leading operator of specialty hospitals and outpatient rehabilitation clinics in the U.S., and Welsh, Carson, _Anderson & Stowe XII, L.P., a private equity fund. 2 Address: 4714 Gettysburg Road 3 City/State/Zip: Mechanicsburg, PA 17055 4 Company Name: (If not same as above) Concentra Health Services, Inc. 5 Address: 5080 Spectrum Drive, Suite 1200W 6 `City/State/Zip: Addison, TX 75001 7 Contact Person: (Employee of vendor) Kris Troncoso 8 Contact Phone #: 713.542.6251 9 Contact Cellular #: 713.542.6251 10 Contact Email: kris_troncoso@concentra.com 11 Contact Fax #: 972.725.6439 12 Local Address: 1457 Natchez Loop 13 Local City/State/Zip: Covington, LA 70433 ' 14 Local Contact Person: (Employee of vendor) Kris Troncoso ' 15 Local Contact Phone #: 713.542.6251 16 Local Contact Cellular #: 713.542.6251 17 Local Contact Email: kris troncoso@concentra.com 18 Local Contact Fax #: 972.725.6439 ,19 Federal Tax ID Number: 75-2510547 20 Type of Organization (Corporation, Sole Proprietor, etc.) Corporation City of Corpus Christi_RFP Questionnaire_FINAL, A. General information 2 A. GENERAL INFORMATION Notice: All questions must be answered. Please refrain from later date If selected, etc." The reviewer will consider these designated cell{s} of the worksheet provided if additional responding with a phrase such as "cannot provide at this time or will provide at a answers non-responsive to the question. All responses must be made within the documentation is necessary to fully respond please attach and reference attachment. 21 Identify with name, title and address any officers or owners with greater than 2% share or ownership of your company. Provide the following information also. Concentra is 100% owned by Select Medical Holdings Corporation and Welsh, Carson, Anderson & Stowe XII, L.P. a. Total number of employees 7,874 b. Number of Administrative employees 1,338 C. Number of Lab technicians 1,459 (includes all medical support staff) d. Number of RNs 215 e. Number of Nurse Practitioners 196 f. Number of Physician Assistants 356 g. Number of Physicians/Specialists 940 h. Number of Pharmacists 14 . i. Other 3,356 22 Date Parent Company formed: Select Medical was founded in 1996; Welsh, Carson, Anderson and Stowe was founded in 1979. 23 Date Subsidiary Company formed: Concentra was founded in 1979. 24 Date Company implemented first on-site clinic in State of Texas: 1993 City of Corpus Christi_RFP Questionnaire_FINAL, A. General Information 3 A. GENERAL INFORMATION Notice: Ali questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cells) of the worksheet provided If additional documentation is necessary to fully respond please attach and reference attachment. 25 26 27 Number of employers you service with over 3000 employees in force. Please identify Private Sector Texas Nationwide Public Sector Texas Nationwide Number of lives you service: Private Sector Texas Nationwide Public Sector Texas Nationwide is your company involved in any pending or contemplated acquisition in the next 36 months? If yes, briefly describe. Concentra does not breakdown the number of employers in this manner; however, today we manage more than 130 on-site programs for 90 public and private entities in nearly 40 states. In Texas, we operate 37 on-site programs in 11 cities. Please see response above. Concentra does not breakdown the number of employers in this manner; however, today we manage more than 130 on-site programs for 90 public and private entities in nearly 40 states. Please see response above. Please see response above. While we do not breakdown the number of lives in this manner, we can report that through our an -site programs, we serve anywhere from 300 to 30,000 lives. Please see response above. Please see response above. While we do not breakdown the number of lives in this manner, we can report that through our on-site programs, we serve anywhere from 300 Jo 30,000 lives. Please see response above. Please see response above. From time to time Concentra may engage in the purchase or divestiture of a limited number of clinics. We do not intend to engage in any merger, divestiture, or takeover that would adversely affect our ability to provide services to the City. City of Corpus Christi_RFP Questionnaire_FINAL, A. General information 4 A. GENERAL INFORMATION Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cell(s) of the worksheet provided if additional documentation is necessary to fully respond please attach and reference attachment. 28 Under what other or former names has your company operated? If yes, briefly describe. 1979 - The company OccuCenters is established. 1985 - Occupational Health Centers of the Southwest PA is established, as the practice expands to other regions/states. 1993 - OccuCenters is organized to manage the occupational healthcare clinics (such as OHC of the SWPA). DBA's include Concentra Medical Centers, Concentra, and Concentra Urgent Care. 1997 - OccuCenters, Inc.'s company name is changed to Concentra Health Services, Inc. 29 Describe your company's disaster recovery and contingency plans. Have you ever tested or actually implemented these plans? Yes, Concentra has a comprehensive disaster recovery plan that includes an activation phase, recovery phase, reconstitution phase, and disaster recovery maintenance phase. In addition to Concentra's IT department, the disaster recovery team has representatives from finance, legal, human resources, and risk management. City of Corpus Christi_RFP Questionnaire_FINAL, A. General Information 5 B. FINANCIAL INFORMATION Notice: AH questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date If selected, etc." The reviewer will consider these answers non-responsive to the question. All responsos must be made within the designated colitis) of the worksheet provided if additional dicumentatIon Is necessary to fully respond 1 Ratings: Moody's Standard & Poors Fitch ' B2 B+ N/A 2 Describe your firm's financial condition for the last three years. Specify fiscal period, retained earnings, debt, and equity. Detail each year separately: Yearl in 2015, Humana signed a definitive agreement to sell Concentra to a joint venture between Select Medical and Welsh, Carson, Anderson & Stowe XII, L.P. The transaction closed on June 15, 2015. Concentra affirms that we possess the resources and expertise to meet the City's needs and are flnandally stable and fully capable of performing the services requested in the City's RFP Below we provide Concentra's net revenue for the last three years, and include detained financial data for 2013 and 2014 as an attachment to our response. Financial information for 2015 Is available on the Investor Relations page of Select Medical's website. www.sei ectmedicaicom. 2015 Net Revenue: 5997.000,000 2014 Net Revenue: S998,201,000 2013 Net Revenue: $980,537,000 Year2 Year3 3 Has your company received any corrective action requests from any State Government or the Federal Government in the last 5 years? if yes. briefly explain. There are no pending lawsuits against Concentra Health Services, Inc. for on-site services. Concentra has no corporate knowledge of any actions involving the Company's employees to which Concentra was not a named party. 4 How do you establish and maintain reserves for unreported claims, if applicable? Concentra employs various risk transfer methodologies to cover our exposure to risk, including various self-insured programs and high deductible programs. We establish reserves for our liabilities under those programs based on actuarial analysis that include the elements of severity, frequency. and jurisdiction, with Input from Concentra's legal representatives responsible for the defense of such claims. 5 Provide proof of liability and malpractice insurance coverage - Minimum coverage of $200,0005600,000 required. Concentra includes a Certificate of Insurance as an attachment to our response. City of Corpus Chrtsti_RFP Questionnaire_FINAL, B. Financial Information 6 C. Clinic Qualifications Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cell(s) of the worksheet provided. PROPOSERS PROFILE AND QUALIFICATIONS Provide a brief history of your organization including the date established in a separate transmittal letter. Established in 1979, Concentra is a national health care company focused on improving the health of America's workforce. We have been a key provider of health care services for more than three decades, have provided off-site and on-site services since our founding, and offer a comprehensive portfolio of products and services through more than 400 medical access points (on-site centers and freestanding urgent care centers). Our expertise includes a broad range of capabilities in the areas of consumer health, wellness and preventive care services, occupational medicine, and comprehensive clinical support services. By offering this extensive scope of care, Concentra raises the standard of health care by putting the patient first, delivering quality, evidence -based care, and focusing on ongoing well-being. We offer a health care model that incorporates superior service and inviting surroundings to help set patient expectations. More than just another doctor's office, with its exceptional patient experiences and affordable services for the entire family, Concentra is rapidly becoming the new standard in patient care. City of Corpus Christi RFP Questionnaire FINAL. C. Clinic Qualifications 7 C. Clinic Qualifications Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cell(s1 of the worksheet provided. 2 Do you employ a physician, licensed in the State of Texas, as your Medical Director? Is this individual in agreement to sponsor privileges for either a Nurse Practitioner or Physician's Assistant? Yes. Concentra's quality assurance program begins with medical oversight. Regular review of process and procedures as well as ongoing audits and staff reviews are critical to our quality management process. Unless more hours are dictated by state or contractual requirements, Concentra physicians provide an average of four to eight hours per week oversight to full-time practices. For the City's program, Concentra designates David Wasserman, DO, director of medical operations, to serve as the clinical advisor. Licensed in Texas and board certified in family practice, Dr. Wasserman will provide direct oversight for clinical quality and patient safety and will be directly accessible to the on-site staff, as well as to the City's leadership team as deemed necessary. Dr. Wasserman will also provide oversight to the collaborating physician. 3 Provide the following documentation for all medical practitioners who will oversee and staff the proposed clinic:1) Medical and Professional Degrees, 2) Copies of State Licenses. We include Dr. Wasserman's credentials as an attachment to our response. City of Corpus Christi_RFP Questionnaire_FINAL, C. Clinic Qualifications 8 C. Clinic Qualifications Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at thls time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cents) of the worksheet provided. 5 Provide at least three examples of how you have worked with clients to improve utilization of the employer-sponsored clinic and integration of services that translated into improved health for the workforce. Include examples of employee/member education on employer programs and steerage to products and programs. What were the results? How much money did each client save? We include client case studies as an attachment to our response. 5 Describe the qualifications, services or other information unique to your company for the delivery of services requested. Concentra has the expertise and resources to deliver evidence -based, patient -focused care to support the health care needs of the City's participants. We offer benefits that no other organization can match, including more than 400 medical access points (onsites and freestanding urgent care centers) throughout the U.S. Our national experience provides us with the insight and established benchmarks gained from our more than 7.7 million annual patient encounters, and our national network of freestanding centers ensures we are knowledgeable of the unique local and state requirements necessary for establishing and maintaining compliant clinical operations. In addition, the data we collect from our annual patient encounters enables us to offer the City a clear picture of trends as they relate to population health and productivity. City of Corpus Christi_RFP Questionnaire_FINAL, C. Clinic Qualifications 9 I C. Clinic Qualifications Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cents) of the worksheet provided. Below are some examples of what Concentra has achieved for our on- site customers: - A reduction in the average time required for a center visit from nearly four hours for an off-site visit to Tess than one hour for a Concentra center visit, representing an important time savings - Measureable savings from patients who used a Concentra center in the first nine months compared to those who did not, including: -11 % lower costs for urgent care - 45% lower costs for inpatient medical claims - 20% lower costs for outpatient medical claims - 28% lower costs for pharmacy -19% lower total claim costs - Consistently high employee satisfaction rates A key differentiator is Concentra's ability to expand the accessibility to quality, evidence -based care by leverageing our local Corpus Christi urgent care center to support the City's onsite. While the on-site center will serve as the primary medical access point for the City's employees, retirees, and their dependents, our Corpus Christi urgent care center is available as an additional resource for urgent care, comprehensive occupational medicine, X-ray, and physical therapy services. Of relevance, Concentra's on-site and urgent care centers utilize the same technology platform, offering added program continuity. City of Corpus Chnsti_RFP Questionnaire FINAL, C. Clinic Qualifications 10 C. Clinic Qualifications Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cell(E) of the worksheet provided. 7 Detail the key personnel in your local office. State the location of the office from which the work is to be done and the key personnel in that office. Provide resumes for all key personnel listed. Concentra designates individuals to assume specific roles throughout contract execution, program implementation, and ongoing program operations. Our collaborative program management approach combines strategic account management resources with local operational and clinical support to ensure program quality and service excellence. We identify our designated team below and include their credentials as an attachment to our response. Each individual listed will be available during his or her assigned phases and on an as needed basis thereafter. (1) Implementation/Project Manager Chris Royal, Project Manager, Bingham Farms, MI - 20+ years with Concentra - Lean certified - BS, Exercise Science, University of Toledo In this role, Ms. Royal: - Executes implementation plan - Opens the on-site center - Creates/implements communication plan - Develops workflow and clinical operating procedures for program stakeholders City of Corpus Christi_RFP Quastionnaire FINAL. C. Clinic Qualifications 11 C. Clinic Qualifications Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cellts) of the worksheet provided. (2) Account Management: Brandy Mitchell, Director Strategic Accounts, Louisville, KY - 4 years with Concentra - 8 years of relevant experience - BA, Healthcare Administration, Ashford University - Strategic Organizational Leadership Certification and Project Management Qualified Certification from the Management and Strategy Institute As account manager, Ms. Mitchell: - Consults with clients on program design, communication strategy, program components and expectations - Coordinates the delivery of all reports to include customer reporting, account plan, and satisfaction surveys . - Drives accountability for implementing and consistently maintaining programs and policies - Takes a consultative approach to innovative practices to further enhance the onsites' value - Partners with the director of operations (DO) and director of medical operations (DMO) to deliver strategy and manage the resolution of service challenges City of Corpus Christi_RFP Questionnaire_FINAL, C. Clinic Qualifications 12 C. Clinic Qualifications Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cell(s) of the worksheet provided. (3) Operational Oversight: Laura Fernandez -Sanchez, Director of Operations, San Antonio, Tx -1 year, 3 months with Concentra - 15 years of relevant experience in operations management, human resources management, and customer service - Associates in Applied Science - Six Sigma Green Belt Training Ms. Fernandez -Sanchez: - Ensures consistency of service line playbook execution across the onsite - Provides leadership development to ensure a superb patient and employer experience (4) Clinical Oversight David Wasserman, DO, Director of Medical Operations Austin, Tx - 5 years with Concentra - 20 years in medical practice - DO, University of North Texas Health Science Center - BA, University of Dallas - Board certified in family practice Dr. Wasserman: - Monitors playbook execution for on-site centers - Develops clinical strategy and stewardship planning - Provides clinical consultation and model recommendations - Oversees day-to-day medical operations City of Corpus Christi_RFP Questionnaire FINAL, C. Clinic Qualifications 13 C. Clinic Qualifications Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc.* The reviewer will consider these answers non-responsive to the question. All responses must be made within the desiona ed cell{s1 of the worksheet provided. 8 Describe what separates your firm from other competitors? In addition to our tenure providing on-site services, our national footprint, and our local infrastructure, a key attribute that differentiates Concentra from our competitors in the on-site center space is our ability to configure our services to meet the needs of our customers and deliver value in the form of healthier, more engaged employees. We tailor each onsite based upon population needs, geography, client expectations, and more to offer comprehensive, scalable solutions with varying service combinations. Key benefits of a relationship with Concentra offers the City: - 37 years of experience adopting and developing best health care practices in both on-site centers and freestanding urgent care centers - On-site center expertise supported by a strong leadership infrastructure and extensive urgent care center networks to increase access to care - A clinically driven organization focused on delivering the optimal patient experience using best practice guidelines founded on evidence -based principles - An innovative care delivery model that takes a 360 -degree view of each individual and recognizes the relationship between personal health, occupational health, and productivity - Proven technology to manage and integrate information, enabling robust data analytics, trend management, and meaningful use reporting - Ability to deliver all services through a single vendor and seamlessly collaborate with other City partners to offer program stability, efficiency, and predictability City of Corpus Christi RFP Questionnaire_FINAL, C. Clinic Qualifications 14 C. Clinic Qualifications Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc," The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated penis' of the worksheet provided. CURRENT CLIENT REFERENCES Using the formal outlined below, the Proposer should provide three current client references (organizations to which you have provided services for at least one year) and three former client references. References should be relative to the Proposer's office that will provide EMPLOYER-SPONSORED WELLNESS CLINIC and HRA services to the City. This information will be used to determine the extent to which the Proposer is able to provide EMPLOYER-SPONSORED WELLNESS CLINIC and HRA services to an entity the size of the City of Corpus Christi as well as the level of customer service exhibited by the Proposer. R1 Organization Name: Contact & Title: Address: Phone Number. Effective Date of Contract Description of Services Provided: Number of Employee Lives: R2 R3 Organization Name: Contact & Ttle: Address: Phone Number: Effective Date of Contract: Description of Services Provided: Number of Employee Lives: Organization Name: Contact & Title: Address: Phone Number Effective Date of Contract: Description of Services Provided: Number of Employee Lives: City of Dallas Dolores Lewis, Benefits Manager, Human Resources Department 1500 Marilla Street, 6AN, Dallas, TX 75201 214.670.7391 October 2011 Primary care, urgent care, occupational injury/illness treatment, health and wellness screening services, vaccinations, clinical services 30,000 DFW Airport Amanda -Rae Garcia, Senior Health Risk Manager 3625 Bear Creek Court, DFW Airport. TX 75261 972.973.1613 August 2012 Primary care, urgent care, and wellness 1,996 Metropolitan Government of Nashville and Davidson County Stephen B. Cain, Human Resources Manager 222 3rd Avenue North, Nashville, TN 37201 615.862.6640 ext. 72267 October 2013 Occupational health 13,784 City of Corpus Christi RFP Questionnaire_FINAL, C. Clinic Qualifications 15 C. Clinic Qualifications Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cells) of the worksheet provided. FOR ER CLIENT REFERENCES F1 F2 F3 Organization Name: Fort Bend County, TX Contact & Title: Wyatt Scott, Director of Risk Management Address: 301 Jackson Street, Richmond, TX 77469 Phone Number 281.341.4493 Effective Date of Contract January 2012 Description of Services Provided: Primary care, wellness (health risk assessments), minor emergency care, immunizations/vaccinations, physicals, pharmacy services, drug testing, primary care case management, workers' compensation programs Number of Employee Lives: 2,500 Reason for Termination We omitted the insurance certificate from the bid and the County has stringent criteria around the required documents. Organization Name: Atlas World Group, Inc. Contact & Title: Nancy Priebe, Vice President, Human Resources Address: 1212 St. George Road, Evansville, IN 47711 Phone Number. 812.424.2222 Effective Date of Contract: January 2012 Description of Services Provided: Primary care, urgent care, occupational health, wellness education Number of Employee Lives: 600 Reason for Termination Organization Name: The program was part time and the client decided to go in another direction for the services provided. Vectren Contact & Title: Holly Boeke, National Director of Health Improvement Address: One Vectren Square, Evansville, IN 47708 Phone Number. 812.491.4010 Effective Date of Contract: January 2010 Description of Services Provided: Two wellness centers offering primary care, urgent care, biometric testing, preventive exams, wellness coaching (individual, group, and telephonic) Number of Employee Lives: 1,200 Reason for Termination The client decided to go in another direction with the wellness program. City of Corpus Christi_RFP Questionnaire FINAL C Clinic Qualifications 16, D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated califs) of the worksheet provided. EMPLOYER-SPONSORED ON SITE MEDICAL CLINIC Define what your organization believes are the most important elements for a successful employer-sponsored clinic program that centers around wellness and the development of a wellness culture. Concentra spent more than a year interviewing industry leaders, clients, consultants, and internal leadership. We leveraged this research and our more than 20 years of experience in creating and operating on-site center programs to gain insight into where the industry is going and how all of the components fit together. Our workforce health and well-being model is comprised of five components that connect all aspects of health, performance, and well-being and is essential for a best -in -class an -site solution: - Employer engagement - Clinical outcomes - Wellness services - Participant engagement - Measurable outcomes When these five pillars align to meet an employer's specific needs, an integrated solution that maximizes synergies and benefits of workforce health is realized. In addition, we believe a successful wellness culture encompasses repeated and frequent communication; support and backing from management and leadership; creating a culture of health; personalization of the wellness experience and portal; and a strong incentive plan. Concentra is prepared to combine our available resources to implement an on-site program that embraces each of these critical elements. City of Corpus Christi RFP Questionnaire FINAL, D. Clinic Technical 17 D. CLINIC TECHNICAL Notice: Ail questions must be answered. Please refrain from responding date if selected, etc." The reviewer will consider these answers non-responsive celitsi of the worksheet provided. with a phrase such as "cannot provide at this time or will provide at a later to the question. All responses must be made within the designated 2 Describe how do you propose to improve the health and productivity of the City of Corpus Christi's covered population? Please include documented results as to how you have achieved those outcomes with other clients. Concentra and our wellness partner aim to improve the health and productivity of the City's covered population through seamless integration, targeted engagement, presentation -ready metrics, and condition management care plans. As evidence of our past successes with other clients, we include case studies as an attachment to our response. 3 From what location will patient service be coordinated if all functions are not provided at the clinic itself? We propose to perform the primary scope of services within the on-site center. However, referrals may be coordinated with off-site facilities for radiology services, therapy, advanced diagnostics, specialist care, and more. As appropriate, we will leverage our Corpus Christi urgent care center (located at 4025 S Padre Island Dr Corpus Christi, TX 78411) for X-ray and physical therapy services. Please note, services performed at a Concentra Urgent Care Center are on a fee-for-service basis. City of Corpus Christi RFP Questionnaire FINAL, D. Clinic Technical 18 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding date if selected, etc." The reviewer will consider these answers non-responsive cellist of the worksheet provided. with a phrase such as "cannot provide at this time or will provide at a later to the question. Ali responses must be made within the designated 4 Describe your company's performance standards with respect to: Concentra tailors our performance standards and guarantee programs to reflect our clients' unique programs. During the next phase of the process, we will collaborate with the City to review program goals and determine specific key performance indicators (KPIs) and metrics mutually agreeable to both parties. The following are examples of key areas in which we can measure program success: - Center utilization - Clinical outcomes - Cost savings - Implementation - Patient satisfaction - Productivity (i.e., reduced absenteeism, presenteeism, time away from work, etc.) We include a sample of our standard performance guarantees as an attachment to our response. Please note, this is for informational purposes only as actual performance standards and metrics will be mutually agreed upon by Concentra and the City post award. a. employee inquiries (both written and telephonic), We will make every attempt to respond to employee inquiries within 24 hours. b. wait time, Concentra tracks and measures patient wait times, along with communication of the expected wait time. Our expectation and target for this measure is that patients are seen within 15 minutes of check in to ensure that we are returning them back to work as quickly as possible. Please refer to the attached performance guarantees. City of Corpus Christi_RFP QuestionnaireFINAL, D. Clinic Technical 19 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding date if selected, etc." The reviewer will consider these answers non-responsive califs) of the worksheet provided. with a phrase such as "cannot provide at this time or will provide at a later to the question. Ail responses must be made within the designated c. monthly invoice accuracy (statistical, payment, financial, technical), Concentra manages all aspects of medical billing and accounts receivable internally through our regional Central Billing Offices (CBOs) dispersed throughout the United States. The CBOs' functions include, but are not limited to, bill production, electronic billing, cash receipts, deposits, payment posting, problem resolution, collections, and account management services. The CBOs use internal systems OccuSource and BCS, as well as the GE Centricity practice management system, to provide comprehensive billing, payment posting, and reporting capabilities. For our on-site centers, we have a dedicated department that is responsible for producing monthly invoices. We also have a dedicated toll- free number and e-mail to Immediately address the billing needs and concerns of our on-site clients. In addition, the City's designated director of strategic accounts is available, as needed, to research any issues related to monthly billing and provide resolution. d. patient satisfaction surveys, Following a center visit, Concentra conducts web -based patient satisfaction surveys offered through a third party vendor, Franklin Covey. Items measured include quality of the facility, staff, and services rendered; survey results drive process improvements. Concentra's leaders review the results, prioritize issues, and take action as necessary and appropriate. We consistently monitor satisfaction and will share feedback with the City during quarterly stewardship meetings. We provide additional information in Section G. of our proposal. e. utilization reports (de -identified) We closely monitor center utilization and have specific performance metrics to track the number and types of eligible participants who visit the center. We include utilization as part of our standard reporting. City of Corpus Christi_RFP Questionnaire_FINAL, D. Clinic Technical 20 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cell(s) of the worksheet provided. 5 Describe your company's quality assurance and/or internal audit procedures and programs including whom your in-house audit/quality assurance person reports to. Concentra is committed to quality; we built — and continue to infuse — quality assurance into every phase of our on-site programs. We understand the integral importance of a flexible program that can change, grow, and improve as the needs of the population change, but also react quickly to any perceived deficiencies. Concentra's QA program begins with clinical oversight. In addition, regular review of process and procedures as well as ongoing audits, chart reviews, and staff performance reviews are critical to our quality management process. Key components of Concentra's Quality Assurance program include, but are not limited to, the following: - Metrics tracking - Ongoing training and development - Maintaining an infrastructure of clinical and operational expertise - Employing in-house product development and process improvement resources As an organization, we monitor clinical quality and compliance via an Enterprise Quality Improvement Program Committee (EQIP), which reports through the Chief Medical Officer. The purpose and scope in the committee charter include monitoring quality through selection and assessment of quality metrics; initiating and overseeing improvement initiatives; and recommending quality assessment and assurance programs. We also have medical expert panels that identify health trends, research the latest developments, and develop policies, procedures, processes, and white papers to ensure Concentra's treatment and service philosophy adhere to best practices. City of Corpus Chrlsli RFP Questionnaire FINAL, D. Clinic Technical 21 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding date if selected, etc." The reviewer will consider these answers non-responsive califs) of the worksheet provided. with a phrase such as "cannot provide at this time or will provide at a later to the question. All responses must be made within the designated Specific to audits, the lead clinician at the on-site will perform quarterly clinic audits. These audits will incorporate Concentra-identified expectations of all on-site services, as well as City -designated criteria. We also have a Center Assessment Tool (CAT) that ensures compliance with company and regulatory requirements and provides Concentra leadership with valuable feedback on these requirements. The CAT provides an overall review of compliance with internal and pertinent external policies and guidelines, and is applied to all Concentra medical facilities. Areas of focus include operations, medical, and physical therapy. Every site undergoes a random formal audit twice per year, during which we track gaps in compliance. Additionally, during ongoing daily operations, leaders monitor various audit elements for compliance during site visits. All new locations will receive an audit within 30 days of opening. 6 Describe in detail the time line necessary to accomplish implementation of the employee clinic. Our typical implementation timeline for a new facility is 120 days and the process begins once an award is made, a Letter of Intent (LOI) is executed, and post statement of work meeting. However, the actual timeline is dependent on several variables, including recruiting, site renovation or expansion, build out (as applicable), etc. Staff recruitment typically requires the greatest amount of time, and we will be proactive in initiating the recruiting process immediately upon award of the bid. We follow an established and well -organized, executable process that includes key tasks to ensure an expedient implementation process. Our comprehensive project plan, which includes more than 1,000 tasks, offers a level of project management that is consistent with that of an Enterprise Project Management Office (EPMO) and includes, but is not limited to, implementation meetings, staff recruitment and training, on-site center set- up, and promotional campaigns. Upon award, we will review the implementation plan and make modifications as necessary to customize the plan to meet the City's unique program specifications and expectations. City of Corpus Christi_RFP Questionnaire FINAL, D. Clinic Technical 22 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cellfs) of the worksheet provided. 7 Please provide a brief paragraph of justification for the health care staffing plan which you are proposing. We recognize that accurately staffing an on-site center at the onset is critical to the overall success of the program, and the clinical model is an investment of time and financial capital. When considering the make-up of the model, we review the scope of services, program goals, eligible participant population, estimated service volume, and other program elements to ensure our solution aligns with our client's needs. We then assemble a team of professionals who not only possesses the required level of expertise and appropriate credentials, but also abides by a patient - focused service philosophy that delivers service excellence with an emphasis on patient satisfaction. After reviewing the requirements outlined in the City's RFP, Concentra proposes the following staffing model: 1.6 FTE Nurse Practitioner (2 clinicians at 0.8 FTE each) 1.0 FTE Registered Nurse 1.0 FTE Medical Assistant 0.16 FTE Physician Oversight This model allows Concentra to: - Provide adequate coverage to accommodate the City's current hours of operation (Monday through Friday, 7:00 am to 7:00 pm) - Ensure the appropriate level of physician oversight to adhere to state requirements, provide consultations where indicated, impart process improvement recommendations, deliver timely clinical and procedural updates and training, and provide recommendations on improving the health and safety of the workforce - Offer a qualified team of on-site center staff hired and trained specifically for the City's program - Focus on assisting the City strengthen its well-being culture while increasing the level of clinician -patient interaction, building rapport with the City's workforce and leadership, and creating an environment that promotes engagement and encourages individual health ownership - Work closely with internal and external resources to ensure an integrated and coordinated solution City of Corpus Christi_RFP Questionnalre_FINAL, D. Clinic Technical 23 D. CLINIC TECHNICAL 'Notice: All questions must be answered. Please refrain from responding date if selected, etc." The reviewer will consider these answers non-responsive cents) of the worksheet provided. with a phrase such as "cannot provide at this time or will provide at a later to the question. All responses must be made within the designated - Assist patients effectively navigate through the health care system We will closely monitor utilization and provide detailed quarterly stewardship reporting that will assist in determining if the current rate of utilization substantiates the need for modifications to staffing, services, and/or hours of operation. If these assessments indicate the need for adjustments in any of these or other program elements, we will collaborate with the City prior to initiating such changes. By combining our expertise in workplace health and the experience and insight of our wellness partner, Concentra is able to deliver a best -in -class solution that offers evidence -based care, robust disease management, and wellness programming to achieve the City's health care goals. 8 Identify any portion of the proposed services you may subcontract, in whole or in part. Describe the conditions under which you would use another firm or individual to serve the City of Corpus Christi's needs. Include how you monitor the cost and quality of services provided by other firms or individuals. As mentioned, Concentra intends to perform the core scope of services using our internal resources/on-site staff. On occasion, we will utilize qualified vendors to perform ancillary or specialized services, such as advanced laboratory analysis and diagnostic testing. We will also engage the City's vendor partners throughout the program to ensure seamless integration of services, and develop relationships with local specialists and hospital systems for referral purposes to ensure continuity in patient care. City of Corpus Christi RFP 4uestionnalre_FINAL, D. Clinic Technical 24 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated celltsl of the worksheet provided. 9 Please submit a sample of your monthly invoicing. Would you be willing to customize the information contained in these forms? If so, to what extent and at what additional cost, if any? Although Concentra operates an extensive national urgent care center network, we are independent of hospital systems and physicians groups, allowing our clinicians to make decisions based on best clinical outcomes. We approach referrals from a patient -focused perspective grounded in the appropriate use of clinical resources to provide quality care and a commitment to shared decision-making. Our shared -decision approach includes the patient as an active participant in the referral management process. We focus on education, decision aids, and transparency to create a partnership between our clinicians and patients. This approach encourages patient participation in care decisions, promotes individual health ownership and active engagement in well-being activities, and empowers patients to remain engaged at every step of their personal health journey. We include additional information as to how other providers are monitored in our reponse to question 12. We include a sample invoice as an attachment to our response. We welcome the opportunity to engage the City regarding the needs for customization of invoices. Depending on the extent of the request, an additional fee may apply. 10 Please state what records would belong to the City of Corpus Christi, including upon expiration or termination of the agreement resulting herefrom. Concentra will serve as the custodian of medical records during the course of the contract. In the event of termination of the agreement, we will require the City and any new vendor to sign a custodial agreement to allow for the transfer of records to the City while remaining in compliance with all applicable laws. The City will maintain responsibility for all costs associated with the transfer. We provide detailed information regarding our medical records management process in our sample agreement, which we we include as an attachment to our response. City of Corpus Christi_RFP Cluestionnalre_FINAL, D. Clinic Technical 25 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cellfsl of the worksheet provided. 11 Describe your process and amount of time to resolve complaints sent for medical review. List the standard steps, procedures and turnaround times. As a leading national workplace health care provider, Concentra understands the importance of combining quality clinical care with superior customer service. We make every attempt to address issues within 24 hours. To that end, we have established the following escalation procedures to address both medical and service issues. Addressing a Medical Issue: - The medical director will meet with the City and any other relevant party to investigate the issue. - All issues or perceived issues are discussed with the clinician. - For any performance and/or behavioral issues that are identified the clinician will be provided expectations for improvement along with an action plan. - The medical director will define the terms of performance improvement and will provide a written summary of the issues and the action plan to the clinician for signature. - The medical director will monitor ongoing performance. The medical director will provide follow-up to the City to ensure expectations are being met and the issues have resolved. Addressing a Service Issue: - Investigate the situation - Interview all parties involved, including the City - Involve HR/Risk/Legal, if indicated - Involve medical leadership, if indicated - Conduct meeting with appropriate personnel and/or internal departments - Make determination and document action plan - Follow-up with the City for review and planning City of Corpus Christi_RFP Questionnaire_FINAL, D. Clinic Technical 26 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cell(s) of the worksheet provided. 12 Describe your current referral process and methodology to specialists and hospitals. When applicable, describe how do you would assist the employee in staying `in - network° with physician referrals. Referral management plays a critical role in cost containment and Concentra follows a proven process designed to ensure referrals are completed quickly and efficiently. If we discover that an employee's medical condition requires specialty care or testing, or care beyond our ability to provide within the on-site center, the clinician will implement Concentra's referral management process We will establish relationships with local providers and hospital systems within the community to ensure seamless referral management, timely appointments, and continuity of care. We take great strides to only engage specialists that are best in class, follow our service philosophy, and are preferably in -network to ensure maximum cost savings. To ensure we provide proactive patient -centered, clinician -directed, and collaborative service that advances quality, cost-effective health care, Concentra clinicians follow the ongoing care of every injured or ill worker treated within the center, from the very first visit until the patient goes back to full duty or reaches maximum medical improvement. It is the clinician's role to work with the City, as well as other parties involved in the patient's care plan to ensure maximum recovery. As such, we will establish preferred HIPAA-compliant communication processes with specialists, relevant City departments (Le., risk management, safety, human resources, etc.), the TPA, and other entities involved in the patient's care plan to ensure prompt treatment and effective care management. We also track all specialty referrals, report on the percent of patients referred and type of referral, and track the medical outcome of each referral to ensure successful resolution of the case. City of Corpus Christi_RFP Questionnaire_FINAL, D. Clinic Technical 27 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cellfsl of the worksheet provided. 13 14 How do you ensure that the clinic staff will be a cultural fit for a client organization? Including our client in the recruiting process is critical to program success, and Concentra welcomes the City's participation in selecting the individuals to staff the on-site center. While the employment decision and relationship is ours, Concentra will organize a meeting between the City and the on-site personnel. Our experience is that engaging our client in a cultural evaluation properly sets expectations for all parties and ensures that the prospect understands and will fit within the workplace culture. Selected staff will also undergo Concentra's robust hiring and onboarding process referred to as the "red carpet" orientation, which will incorporate City -specific organizational information. Describe your approach to ensuring your physicians are It is our policy to ensure that operational and clinical practices adhere to practicing evidence -based medicine. evidence -based practice standards. Our technology platform allows our clinicians access to evidence -based medical guidelines, including the American College of Occupational and Environmental Medicine (ACOEM) and the Official Disability Guidelines (ODG), among others. Additionally, for effective medical management, our EHR provides consumer and clinical decision support tools as well as diagnosis -based care guides and Meaningful Use functionality. Specifically, within Allscripts there are more than 900 diagnosis -based care guides developed by an Allscripts' medical expert panel using established clinical standards. The Allscripts EHR is also ICD 10 and Meaningful Use compliant, and is ARRA- and CCH1T- certified. City of Corpus Christi_RFP Questionnalre_FINAL. D. Clinic Technical 28 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding date if selected, etc." The reviewer will consider these answers non-responsive celltsi of the worksheet provided. with a phrase such as "cannot provide at this time or will provide at a later to the question. ATI responses must be made within the designated In addition, we utilize up-to-date, evidence -based clinical guidelines to direct our evaluation and treatment decisions. Below we provide examples of medical practice standards our clinicians adhere to when treating patients: - ACOEM guidelines - ODG - Clinical practice guidelines - Up-to-date online professional medical resource - Concentra physician manual - Outcomes -based evaluation and education - United States Preventive Services Task Force (USPSTF) - Regulatory guidelines including, but not limited to, OSHA, DOT, ADA, FMLA, and NFPA - Collaborative agreements and standing orders 15 Describe the type of data needed from the City of Corpus Christi to implement the proposed products/service and how often the City will the need to supply you with data. Specific to eligibility, Concentra will request an eligibility file from the City prior to implementation, then on a mutually determined schedule thereafter, that lists pertinent information for eligible participants (i.e., basic demographic information, plan eligibility, etc.). We will then load this information into our technology platform. Upon presenting at the center, the on-site staff will request a form of identification approved by the City (i.e., driver's license, Insurance card, ID card, etc.) to confirm eligibility. City of Corpus Christi RFP Questionnaire_FINAL, D. Clinic Technical 29 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding date if selected, etc." The reviewer will consider these answers non-responsive cell(s) of the worksheet provided. with a phrase such as "cannot provide at this time or will provide at a later to the question. All responses must be made within the designated 16 Describe the level of commitment (in hours) to be required of the City of Corpus Christi's staff. List the titles of the City of Corpus Christi's staff from whom you will require said time commitments. Be specific regarding the tasks in which you anticipate their involvement. Break out your response for implementation support vs. ongoing support. _ Concentra assumes that the City will be an active participant in the development and implementation of the program and we estimate a weekly commitment of two to four hours per week, amortized over the City's various process champions. Going forward, on-site clients typically budget one to three hours per week for standing meetings and corporate stewardship. We anticipate that the City will be responsible for providing the following items during implementation and ongoing to support the onsite: - Identify key contacts at beginning of the implementation process - Provide site access for Concentra's implementation team during the implementation process - Construction/build out of the onsite (as appropriate) - All equipment permanently affixed to the real property, as well as maintain responsibility for utilities (electric, water, sewer), janitorial services, telephone, Internet access, HVACIHEPA, security, and maintenance - Secure applicable construction permits if applicable for renovations, if needed - Contract execution prior to first day of on-site operation (Concentra will not be able to provide patient care without an executed agreement) - Participation in weekly team calls/meetings with Concentra implementation leadership - Support to mutually develop engagement plan strategy and outreach to participants - Final screening of proposed on-site staff members to approve of cultural fit within organization City of Corpus Christi RFP Questionnaire_FINAL, D. Clinic Technical 30 D. CLINIC TECHNICAL Notice: Ali questions must be answered. Please refrain from responding date if selected, etc." The reviewer will consider these answers non-responsive cell's) of the worksheet provided. with a phrase such as "cannot provide at this time or will provide at a later to the question. Ali responses must be made within the designated 17 Describe your capabilities in providing employee education (live sessions) on various healthcare topics, such as managing chronic conditions, exercise, nutrition, etc. If the on-site center elects to include an Onsite Wellness Coordinator, live employee education sessions are included in the provided services. If the City desires to provide one-off live employee education sessions, these are considered special events and are priced at $125 per hour with an eight-hour minimum. Details such as level of professional requested and program facilitation are considered; additional travel and expenses may apply. 18 Describe what communication materials or support you provide to assist with ongoing promotion about the services provided by the employer-sponsored clinic including the use of co -branded materials. In addition to the program launch campaign, it is important to continuously reach out to program participants to reaffirm the benefits of the on-site program and we offer pre -developed templates for initial program rollout (Le., pre -launch and grand opening) as well as for ongoing communication. Designated Concentra resources will lead pre -launch and grand opening promotional efforts as well as meet with the City for annual communications planning. Ongoing communication resources include, but are not limited to, the following: - Flyers - Intranet banners - Quarterly postcards - Quarterly posters - Monthly wellness calendar - Monthly and ongoing communications throughout the duration of the program We provide additional information as part of our response in the Wellness and Prevention section, question 31. City of Corpus Christi_RFP Ouesstionnaire_FINAL, D. Clinic Technical 31 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding date If selected, etc." The reviewer will consider these answers non-responsive celtist of the worksheet orovided. with a phrase such as "cannot provide at this time or will provide at a later to the question. All responses must be made within the designated Through our wellness partner, we can also provide a Communication Launch Toolkit that is designed to give participants the right level of engagement throughout the year, including handouts, flyers, posters, etc. These items will reflect the City's culture and brand and are provided in electronic files, which can be professionally printed for distribution or distributed electronically. 19 Describe any systems you have in place to identify chronic worksite offenders, in other words, how do you ensure the employer-sponsored clinic is not a "place to hang our or get away from work. Also describe how this process adhere to HIPAA privacy regulations. If a patient presents and exhibits signs of misusing the clinic, the clinician will promptly intervene and educate the patient on the role of the on-site center and the appropriate use of services. The clinician will alert center staff of such patients and treat accordingly. City management will be immediately notified of patients who are "misusing" the center without compromising the confidentiality of the patient. 20 Describe the proposed employer-sponsored clinic's "target patient" population and what communications would be used to direct them to the employer-sponsored on clinics. The target patient population would include employees, retirees, and their dependents. To ensure optimal engagement of all members of the eligible population, Concentra will use a variety of tactics to reach individuals where they are. Ensuring patients understand what services are available and how to effectively use them is foundational to the success of any on- site program. In our experience, making it easier for participants to find and use the information they need to take charge of their health and well- being is critical for both individual and program success. By improving access to health and well-being services, increasing awareness, and making information and resources easier to use, participants realize the maximum benefits of an on-site center program. City of Corpus Christi RFP Questionnaire_FINAL, D. Clinic Technical 32 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding date if selected, etc." The reviewer will consider these answers non-responsive cents} of the worksheet provided. with a phrase such as "cannot provide at this time or will provide at a later to the question. All responses must be made within the designated Our promotional strategy consists of pre -opening engagement, open house, and post -opening engagement phases that utilize a variety of tactics to communicate that the City cares about the health and well-being of its population. The communication components also outline the services offered through the onsite and ensure participants realize the benefits of using the center as well as stressing the confidentiality of all information, We also ensure information is distributed to all program participants using a variety of means. To reach dispersed participants, the on-site staff will work with the City's leadership to ensure consistent messaging across the population. Communication tactics may include, but are not limited to, home mailers, the City's intranet site, and other available digital media outlets. In addition, our proposed integrated wellness offering places heavy emphasis on personal engagement. Like Concentra, our wellness partner feels that the key to helping move people from extrinsic to intrinsic motivation, or owning` their own health, is in providing them with many different engagement options. We offer tools around total well-being (fitness, nutrition, weight management, financial, behavioral, etc.) and believe in providing each individual with the personal choice to work on the topics most relevant to them. In addition, the wellness programs create a positive social experience where motivation is not an individual endeavor and year-round participation is encouraged. City of Corpus Christi RFP Questionnaire_FINAL, D. Clinic Technical 33 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding date If selected, etc." The reviewer will consider these answers non.responslve cellfs} of the worksheet provided. with a phrase such as "cannot provide at this time or will provide at a later to the question. All responses must be made within the designated 21 Provide a detailed explanation of on-line tools and the timeline for roll out of said tools. As part of our technology solution, Concentra offers an externally hosted and secured patient portal that seamlessly integrates with the EHR system. Through the portal, the patient has the convenience of anytime, anywhere, secure online access to the on-site center and their personal health record. Patients can also view lab results and notes from their clinical encounters, as well as request prescription renewals and securely exchange messages with clinicians. The portal offers: - Online scheduling and registration - Completion of medical and history forms - Prescription renewal - Secure communication with center staff, including the clinician - Clinical test results including lab - Clinical visit records access - Online payment - Health and wellness messaging and updates - Connectivity with local primary care providers The integration between the EHR and patient portal enhances the patient experience by streamlining many of the most time consuming interactions within the center. Concentra will roll out the technology platform during implementation and patients will have access to the patient portal immediately upon center opening. The portal requires a simple registration process and once the patient establishes an account, their information will remain in the portal for easy appointment scheduling and viewing of their personal health information. 22 Describe any pre -produced programs on health and wellness topics that can be leveraged. Provide samples and previous success rates. As we detail in response to question 33 below, our wellness partner can provide webinars, online courses, and targeted programs on wellness topics. We include an overview of the learning library as an attachment to our response. City of Corpus Christi RFP Questionnaire_FINAL, D. Clinic Technical 34 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding date if selected, etc." The reviewer will consider these answers non-responsive cell{sl of the worksheet provided. with a phrase such as "cannot provide at this time or will provide at a later to the question. All resaonses must be made within the designated 23 Explain how you have supported employer-sponsored wellness events (e.g., health screenings and other health fair -related support provided outside clinic facilities), like nutritional counseling, walking programs, etc. and if they required additional staff and resources. Also describe any immunizations such as influenza and pneumonia that you have administered at the clinic locations. Concentra's on -staff will serve as an integration point between clinical and wellness services. If the City elects to include a dedicated resource (on - site health coach or Wellness Coordinator) this individual will collaborate with the center staff and the City's internal resources (i.e., human resources/benefits, leadership, etc.) to lead wellness efforts. While the level of wellness -specific programming is dependent on the final staffing model, Concentra makes every effort to ensure all client programs: - Emphasize the importance of well-being - Promote existing wellness programs and initiatives - Integrate with the available benefit plan resources to ensure continuity of care, a seamless patient experience, and effective navigation of the health care system (1) Health Screenings: Concentra offers two options for conducting a biometric screening: in-house at the on-site on a per person basis, or on- site screening events through a preferred third party vendor. (2) Health Fairs: The on-site center staff can perform brief educational sessions, hand out free educational flyers, and serve as a liaison between the City's benefit plan resources to coordinate information distributed to employees. Our role can differ for each event; therefore, we prefer to be involved in the planning phase, so we can discuss our role, assume the appropriate responsibility, and work effectively with the City and its vendor partners. (3) ImmunizationsNaccinations: Concentra offers immunizations, vaccinations, and infectious disease screenings/testing to assist our clients in maintaining a healthy workforce. We administer these services per regulatory requirements and recommendations from leading health organizations, including OSHA, the Centers for Disease Control and Prevention (CDC), and the World Health Organization (WHO). We also offer a comprehensive travel health program. City of Corpus Christi_RFP Questionnaire_FINAL, D. Clinic Technical 35 D. CLINIC TECHNICAL Notice: ATI questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. An responses must be made within the designated cellist of the worksheet provided. 24 Describe how you handle walk in patients. Concentra supports a variety of scheduling methods and can also accept walk-ins depending on the nature of the visit. However, scheduled visits are preferred as this helps reduce unnecessary wait time delays. We keep appointment slots open to accommodate the need for acute episodic care. We will take patients with injuries or conditions requiring immediate attention to an exam room immediately. This process follows our "Injury Prioritization and Triage' policy, which outlines additional information/conditions requiring immediate attention. We also utilize resources and trainers to ensure we maintain a balance in scheduled verses unscheduled appointments. 25 Describe how you address the cutoff time for walk ins. We will see patients until the time the center closes for the day. While we want to be mindful to avoid staff from working overtime, patient care, acuity of illness, and patient convenience are of the utmost important to Concentra. As such, when patients arrive close to center closing, we strongly consider these factors when deciding whether to see them as a walk in, or schedule the patient for a visit on the following business day. City of Corpus Christi RFP Questionnaire_FiNAL, 0. Clinic Technical 36 a D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date If selected, etc." The reviewer will consider these answers non-responsive to the question. Alf responses must be made within the designated cell(s) of the worksheet provided. WELLNESS AND PREVENTION 26 27 Provide an executive summary of the wellness services you provide. If necessary, you may describe these services in a separate attachment. Describe the online tools for supporting and resources that you will make available to employees and patients. Please see attached executive summary. The MyViverae member portal provides the following online tools and resources for employees and patients: - My Health: Member health measures resulting from HRA and biometric screening info - My Care: Displays preventive care services, health conditions, and care plans - Goals: Allows members to set personal progress -based goals; includes Employer Challenges, Focus Activites, Health Events, and Apps and Devices - Community: Social connection that drives member engagement; includes Social Wall, Trending Wall, and Peer Challenge Wall - Education: Healthy Videos, Webinars, Online Courses, and Targeted Programs specific to each member's risk/condition - Resources: Personal Health Profile, newsletters, medical self-care/food and activity tracker, health news, medical encyclopedia, and drug information City of Corpus Christi_RFP Questionnalre_FINAL, D. Clinic Technical 37 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding date if selected, etc." The reviewer will consider these answers non-responsive cell(s) of the worksheet provided. with a phrase such as "cannot provide at this time or will provide at a later to the question. All responses must be made within the designated 28 Identify how wellness fits into your business plan. Wellness is a pertinent part of Viverae's core business plan, which includes growing the client's design from Awareness to Risk Reduction and Activities and then finally to Health Contigent and Outcomes -based programs with meaningful incentives. Viverae offers total population health management programs that include: health promotion, risk identification, risk stratification, lifestyle coaching and behavior change programs, disease management, claims analytics, care plan adherence protocols, biometric screenings, device integration and tracking, clinical programs, and access to care via clinical views and custom incentive designs. Viverae's engagement activities include challenges, targeted programs, online courses, webinars, and community-based interactions. 29 Please Indicate if there will be any additional fees for these and describe additional fees charged for these programs your pricing proposal if any. At Corpus Christie's life count, fees would be applied PEPM and are as follows: WELLNESS (portal and unlimited inbound coaching: $2.80 pepm (member) and $.75 pspm (spouse). If our Disease Management program is added, fees for the entire program (platform, Inbound coaching and DM): $5.60 pepm, $1.15 pspm. City of Corpus Christi RFP Questionnaire_FINAL, D. Clinic Technical 38 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated cellist of the worksheet provided. 30 Explain the methods you have used in the past to engage employees and encourage them to adhere to any of these programs. IMPLEMENTATION & COMMUNICATIONS STRATEGY As mentioned above, Viverae believes the key aspects towards engagement include visible management support, developing a culture of health, a personalized wellness experience and portal, frequent and repeated communication, and a strong incentive, all with the ultimate goal of creating an intrinsic motivation for the employees to engage and participate. Viverae's general approach to engagement strategy will include several of the following components: -Advanced and repeated communications - Custom outreach queues - Deliver event and launch promotion a minimum of four weeks in advance - Use variety of communication modes - Flyers posted in high traffic areas - Bathroom signs - Signs by coffee/break areas - Safety announcements/tracking boards - Electronic monitor messaging (where possible) - Include in manager announcements - Showcase incentive in every communication - Floor announcements - Include wellness promotions with dally/weekly announcements City of Corpus Christi_RFP Questionnaire_FINAL, D. Clinic Technical 39 D. CLINIC TECHNICAL Notice: AU questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a tater date if selected, etc." The reviewer will consider these answers non-responsive to the question. Ali responses must be made within the designated celifsl of the worksheet provided. 31 Describe how you would communicate the programs to the Corpus Christi's employees who are spread out across multiple locations, including the media type used. Also descibe how you continue to promote the program after the initial rollout and identify if there would be additional costs and include the associated costs in your proposal. Program Launch Communication: Concentra offers a variety of options for promoting the City's onsite, which is the initial step in reaching optimal utilization. We provide solutions such as offering online resources and dedicated clinical and customer care lines to ensure participants are completely satisfied with — and fully utilizing — the City's available programs. Our standard communication strategy consists of pre -opening engagement, open house, and post -opening engagement phases that utilize a variety of tactics to communicate that the City cares about the health and well-beIng of its population. We use a variety of means, including Internet and social media. During implementation. we will collaborate with the City to develop a tailored launch campaign that will be most appropriate and resonate with the City's population, and provide examples at that time. City of Corpus Christ) RFP Duestionnaire FINAL, D. Clinic Technical 40 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding date if selected, etc." The reviewer will consider these answers non-responsive cellfs} of the worksheet provided.. with a phrase such as "cannot provide at this time or will provide at a later to the question. Ali responses must be made within the designated The cost for the communication plans is dependent on the final selection made by the City. Wellness -Related Communications: Viverae offers an internal dedicated communications department that produces not only original in-house authored portal content but also collateral program pieces and high quality graphics, videos, and templates designed to make client communications convenient and concise. This Includes handouts, flyers, posters, and other client requested Items. These items reflect the City's culture and brand. Provided in electronic files, clients can print these professionally for distribution, or distribute them electronically. Ongoing Communication: Ongoing communication resources include, but are not limited to, flyers, intranet banners, quarterly postcards, quarterly posters, monthly wellness calendar, monthly and ongoing communications throughout the duration of the program. To reach dispersed participants, the on-site staff will work with the City's leadership to ensure consistent messaging across the population. Communication tactics may include, but are not limited to, home mailers, the City's intranet and wellness website, and the patient portal. 32 Provide samples of ail available communications and describe if these can be customized to the City of Corpus Christi or by location. We Include samples of available communications as an attachment to our response. City of Corpus Christi RFP Questionnaire FINAL, D. Clinic Technical 41 D. CLINIC TECHNICAL Notice: Alt questions must be answered. Please refrain from responding date if selected, etc." The reviewer will consider these answers non-responsive celltsl of the worksheet provided. with a phrase such as "cannot provide at this time or will provide at a later to the question. All responses must be made within the designated Illr --. WELLNESS 33 EDUCATIONAL CONTENT, TOOLS & RESOURCES List each educational service available to wellness participants. Are self-care books available if so include the additonal costs in your pricing proposal and at what cost? Viverae's educational services available to participants include webinars, online courses, and targeted programs. Viverae's 2016 webinars feature content licensed from HealthDay and include a corresponding newsletter and supplemental quiz. Online courses are designed to provide an enducational overview of common areas of health and wellness and include supplemental quizzes, handouts, and workshots. Targeted programs features a series of videos focusing on individual lifestyles to help foster healthy changes; each program consists of four consecutive weekly sessions, quizzes, and handouts. Please see attached Learning Library Overview. F34 Provide a URL and password for a web site demo, if available. Visit demo.viverae.com to login and begin experiencing MyViverael 1. Username: BobJones760235@viverae; Password: 8zwNSpwZ 2. Username: MikeJones868696Qviverae; Password: EPqEX3hm 35 Will you assist in employer-sponsored employee health education? Yes, Viverae and Concentra will work with the City to provide employer - sponsored employee health education. MyViverae can include links and downloads about the City's educational health information, making it easy for participants to have easy access to all wellness materials. Viverae also offers a custom dashboard which allows for the City to post tailored announcements, videos, quizzes, and newsletters for participants. City of Corpus Christi_RFP Ouestionnaire_FINAL, D. Clinic Technical 42 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated calls) of the worksheet provided. 36 Do you have or will you assist the City of Corpus Christi in creating a web site for participants for health information, education, scheduling? Yes. Viverae can assist the City in customizing the web portal and communications with client logos, colors and customer URL to enhance the user experience. Further customizations can be discussed and implemented based on the City's needs. 37 Will you participate in Annual Open Enrollment (approximately one month long)? Will you participate in New Employee Orientation twice a month at ai' location to be determined in the future within the City of Corpus Christi? Each Orientation will be a presentation from your company of about 15-20 minutes long. Yes, Viverae and Concentra can participate in Annual Open Enrollment and New Employee Orientation. City of Corpus Christi RFA Questionnaire F1NAL, D. Clinic Technical 43 D. CLINIC TECHNICAL Notice: All questions must be answered. Please refrain from responding with a phrase such as "cannot provide at this time or will provide at a later date if selected, etc." The reviewer will consider these answers non-responsive to the question. All responses must be made within the designated califs) of the worksheet provided. CONFIDENTIALITY I PRIVACY Describe your policy relative to sharing, selling, or otherwise utilizing member usage and other member data. Describe your record keeping process and how you assure confidentialtiy of patient records. RETURN ON INVESTMENT Concentra never shares individual PHI with any party i.e., client (employer), insurance company, or other provider(s) without prior consent from the individual (as per HIPAA regulations). We take the privacy, security, and protection of our employees' and customers' confidential and personal information very seriously and we continue to implement enterprise -wide strategies to maintain HIPAA compliance. Our goal is to protect the privacy and security of Individually identifiable health information and our clients' ability to use our services. Concentra maintains a Regulatory Support Services Department consisting of staff dedicated to tracking all proposed, pending and active legislative and regulatory developments that are directly applicable to Concentra's and our customers' business needs. A primary focus of this department is to research privacy and security regulations and legislation on both the federal and state level. We currently have and maintain privacy and security policies in accordance with the HIPAA Privacy and Security Regulation. Concentra understands the importance of ensuring confidentiality of personal health information and we maintain medical charts in accordance to the state practice acts governing their licensure. We provide all patients with the appropriate HIPAA consent farms and Notice of Privacy statements. Furthermore, we train all Concentra employees designated to provide services on the HIPAA regulations that cover the release of medical records, authorization forms, and personal health information. City of Corpus Christi RFP Questlonnalre_FINAL, D Clinic Technical 44 D. CLINIC TECHNICAL Notice: An questions must be answered. Please refrain from responding date if selected, etc." The reviewer will consider these answers non-responsive cellfsl of the worksheet provided. with a phrase such as "cannot provide at this time or will provide at a later to the question. AU responses must be made within the designated 40 Describe how you measure retum on investment including your methodology. Concentra adopts a comprehensive approach to developing ROI modeling, which is inclusive of both primary and secondary cost drivers to provide our clients with a total cost perspective. It is a comparative, quantitative analysis that identifies the expenses of the onsite and compares to the savings of redirecting health care from community providers to the on-site center. Savings is documented as direct (actual health visit costs and utilization redirected to the on• site clinics) and Indirect (reduced absenteeism and increased productivity). We calculate direct savings as follows: -Redirection of personal care physician, specialists, emergency room, and urgent care visits -Estimated savings through prescription education, adherence monitoring, and generic dispensing -Lab and radiology visits -Savings from the early detection of chronic conditions Indirect savings Include time and salary saved from being treated at the on-site centers versus an off-site provider, 41 Are you willing to guarantee a return on investment? If so, describe the fees you will put at risk and the criteria you would proposed to measure your attainment of those objectives. Concentra recognizes the importance of implementing performance guarantees and metrics and are willing to provide performance guarantees as part of our engagement with the City. During the next phase of the process, we will collaborate with the City to finalize the performance guarantee program structure, as well as identity specific KPIs, metrics, and associated fees at risk that are mutually agreeable to both parties. It is our desire to develop a performance guarantee program that that meets the City's business needs, drives the overall success of the program, and Is mutually agreeable for both the City and Concentra. Please note, implementation of Concentra's IT system is a requirement for assessing performance guarantee metrics. City of Corpus Christi RFP Questlonnalre_FINAL,'C. Clinic Technical Concen arra City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal G. Additional Information Understanding the Program Requirements Program Overview The City seeks to partner with a qualified wellness clinic management firm to oversee the operation of its employer-sponsored wellness clinic. The following table provides a high-level overview of our understanding of the City's desired program. City of Corpus Christi On-site Program Requirements J Location 6th Floor of City Hall in Corpus Christi, TX Program Participants 5,111 program participants including: • Employees: 2,528 • Dependents: 2,971 • Retirees under 65: 134 ▪ Retiree dependents: 78 Scope of Services Primary care, including but not limited to episodic care, disease management, and wellness programs focused on health promotion and disease prevention Hours of Operation Monday through Friday, 7:00 a.m. to 7:00 p.m. Benefit Partners • Medical: United Healthcare • Pharmacy: Express Scripts • Broker/Consultant: HUB International Insurance Services A Comprehensive Clinical Model for the City Through our integrated, on-site health center model (hereinafter referred to as "Concentra Onsite Center", "on-site center", "on-site clinic", and "onsite"), Concentra is prepared to deliver an innovative solution that meets all stated requirements, delivers evidence -based care, supports long-term, sustainable personal health management, and creates a culture of well- being across the City's eligible population. What's more, our ability to provide all services through a single -vendor and seamlessly integrate with other City partners will provide a stable, efficient, and beneficial program for eligible participants. Our research -based solution connects all aspects of health, performance, and well-being by aligning the five pillars of our best -in -class solution into a model that allows the onsite to serve as the "hub" for health and wellness programming and successfully meet the unique needs of the City's workforce. By implementing our best -in -class model, the City will experience: • A more engaged, healthier, and productive workforce = Increased employee satisfaction • Reduced health care costs and medical spend Employer Engagement Cr.erview of !mom ovals/1114n COM:au:1 o Employee l•fafh rvrlaailan Mcasurablc outcomes Ficpar: mq r. d:: a;:�0r S:c Irsi tl:.. 7c.a.rcr,•cc r�ca rt nrn PIC,,CL• jleWi-r Zl10f: Participant Engagement Pabcr.: perrol Rewa n1s;5nccntwes Commun cram] March 14, 2016 Page 5 Concensza City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal We are prepared to leverage our experience and expertise of workplace health to offer the City a flexible, scalable solution that: • Takes a holistic approach to clinical care that combines personal and well -being -focused care that encourages healthy lifestyle practices, improves productivity, and creates a healthier, more informed population • Accommodates the City's hours of operation • Follows a patient -focused service philosophy to provide the optimal patient experience and increased satisfaction • Serves as a centralized resource to ensure employees, retirees, and their dependents are able to utilize all available benefit plan and community-based resources in order to successfully navigate through the health care system • Offers a business model that delivers on the City's program requirements while adhering to evidence -based guidelines • Includes experienced and professional account leadership capable of delivering consultative value and subject matter expertise to ensure strategic vision and Long-term program growth • Incorporates promotional tactics that improve patient engagement and increase center utilization Our industry standing as a consumer and occupational health care leader, expertise in delivering tailored workplace health solutions, direct experience serving the City through our urgent care center, and commitment to service excellence make Concentra the ideal partner to deliver an exceptional on-site program for the City and its program participants. Integrated and Scalable Solution Concentra's integrated clinical model focuses on an individual's overall health and well-being by delivering primary and episodic care, as well as comprehensive wellness and disease management programming. Our clinical model embeds lifestyle elements that include dietary risks, high blood pressure, tobacco use, and stress in a manner that supports the City's focus on health promotion. By focusing on the holistic health and well-being, we offer progressive, population health -based programs that effectively assist our clients in achieving long-term health care goals. In addition to our extensive clinical capabilities, Concentra's solution leverages the strategic relationship we developed with our partner, Viverae, to offer our clients a robust wellness service suite. The wellness programs offered can include biometric screenings, health risk assessments, disease management, coaching (telephonic or face-to-face depending on the staffing solution), and more. Viverae also offers a variety of health educational mediums and utilizes interactive videos, webinars, tutorials, and wizards with smart content -based options for members specific to their care plans, including recommendations based on their health profile and overall health assessment. Experienced Staff We will staff the on-site center with qualified, trained, credentialed clinicians and support staff. We manage on-site staff recruitment, hiring, and training in-house to ensure we place the right people in the right places, and all staff members are Concentra employees. We realize that each program is unique — one of Concentra's differentiating factors is that we are not a staffing agency; we hire clinicians specifically for each client engagement. Concen gra t r City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal Our staff will drive practice efficiencies by adhering to the "The Concentra Way service philosophy that we have developed and refined from delivering evidenced -based health care to more than 30,000 individuals a day and treating one in seven workplace injuries. We employ an evidenced -based, outcomes -focused approach that has set the standard for operational efficiency, clinical efficacy, and customer and member satisfaction. This approach has proven effective in returning people to work and to life faster and healthier. Pioneering Technology Concentra offers the industry-leading GE Centricity Practice Management System (PM) and Allscripts Enterprise Electronic Health Record (EHR), hereinafter GE/Allscripts, to support our on-site solutions and better manage and integrate information. This tool enables robust data analytics and trending, along with the ability to support all aspects of the on-site program's clinical operations using comprehensive ICD 10 -compliant and Meaningful Use -certified technology. Furthermore, offering a single PM/EHR platform enables Concentra clinicians to access patient records from any on-site center or Concentra Urgent Care location in the country, supporting continuity of patient care and exceptional customer experience. For increased care coordination and administrative efficiency, GE/Allscripts also facilitates referral processes for diagnostic testing, specialist visits, and physical therapy while delivering robust, meaningful stewardship reporting. The system has an integrated referral module — referrals are flagged as orders in the EHR and all activity post -order is tracked within the referral module, including appointments, authorization, case status, and follow up. A Successful Partnership Concentra considers it a privilege to have direct experience serving the City through our Corpus Christi urgent care center. During the course of this engagement, Concentra has become knowledgeable of the City's guidelines and operational procedures, as well as the reporting processes and communication strategies necessary to ensure an ongoing and effective relationship with the City's leadership and workforce population. We are prepared to leverage this unique insight to offer a comprehensive, on-site model that aligns with the City's mission, vision, and values, overall culture, and company objectives. Additionally, the on-site center will be supported by our local Corpus Christi urgent center where program participants will have access to ancillary services such as urgent care, occupational medicine, X-ray, and physical therapy. Please note, services delivered through our urgent care centers are on a fee-for-service basis. ■�--..1. 4A nn4O Concentra` City of Corpus Christi, TX • RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal Ability to Meet Minimum Qualifications 1. Willing and able to partner with the City to build best -in -class employer-sponsored capabilities that integrate seamlessly with internal and external wellness management initiatives. Concentra's best -in -class on-site center model offers a coordinated approach through a single source for all available services, offering: ▪ Ease of access for individuals across the health continuum regardless of risk level • ROI driven by utilization ▪ A program that is innovative, integrated, and relevant to the population Our best -in -class model consists of the following elements: Employer Engagement Data -driven insights and expert resources take the guesswork out of and Consultation how to design and successfully implement a workforce health and wellness program Participant A program that participants want to use — one that is simple to Engagement navigate, personalized, confidential, and focused on their satisfaction and total well-being Clinical Capabilities Clinical capabilities are the foundation of a workforce health and well-being program and based on the City's overall program goals Measurable Outcomes Meaningful metrics and actionable insights provide a comprehensive view to chart ongoing program success Wellness Services A robust and proven offering of programs and services that are tailored to the clinical needs of the workforce and coordinated and integrated with the on-site services We will align our comprehensive model to support and integrate with the City's existing programs to ensure a coordinated approach to care delivery that achieves measurable outcomes, encourages lifelong well-being, and supports the City's current and future initiatives. 2. Experience in engaging members in wellness and disease management capabilities and that exhibit the ability to promote patient -ownership and responsibility for personal wellness and compliance with recommended medical treatments. Well-being services (i.e., wellness, disease management, lifestyle management, etc.) provide a natural starting point for on-site program planning and a steady supply of programs that help participants maintain a status of well-being. From the insights produced by employee health screenings, specific plans of action can be tailored to address significant health risks across a workforce population or for individual program participants. Well-being services extend access to care using multiple tools and resources made readily available to the participants. Through personalized and confidential offerings, individuals assume ownership of their health lifestyle choices and improve overall health and well-being. Concen‘ra City of Corpus Christi, TX • RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal Furthermore, making it easier for participants to find and use the information they need to take charge of their health and well-being is critical for both individual and program success. By improving access to health and well-being services, increasing awareness, and making information and resources easier to use, participants realize the maximum benefits of an on-site center program. Participant feedback coupled with utilization trends provides valuable insights, which drive appropriate adjustments to programs and services. 3. The ability to flawlessly execute a program that delivers the required services and goals in a creative, sequenced manner that allows for future modification and enhancement. Concentra's model enables us to implement scalable solutions with flexible service combinations and varying staffing options that lead to improved well-being and reduced health care spend. We take great pride in innovatively delivering quality clinical solutions that surpass our clients' expectations and are unique to their specific needs. Our experience and resulting expertise sets us apart and uniquely positions us to manage and operate a successful on-site program for the City and its eligible participants. 4. The ability to provide dedicated and high-level customer service to City employees, dependents and retirees, the City's health management and benefits staff, and any vendors the City may engage in delivering benefits. Concentra's philosophy is to provide the highest quality patient experience delivered with exceptional skill and consistency by engaged, welcoming, and respectful clinical professionals. By following best clinical practices delivered The Concentra Way, we are able to serve more patients with expanded capabilities and access. Concentra's Orange Book values and Playbook service philosophy ensure that we are able to provide the wide range of quality clinical services consistently across all locations. Experienced operational teams drive practice efficiencies regardless of clinical model or location, which positively influences the patient experience. Orange Book Values Concentra's commitment to renew our focus on the patient experience began with creating new mission, vision, and values (MW) statements. These words defined our goal to provide superior customer service to every patient, during every visit. To ensure the message reached Concentra colleagues nationwide, we created the Orange Book, designed to guide colleagues in their service delivery. Concentra expects our employees to abide by the principles set forth in the Orange Book to ensure continued service �.� excellence to all Concentra employers and their employees. =— Ensuring a positive experience to every patient visiting our centers is a key initiative throughout Concentra's organization, from our Executive Leadership Team to our on-site center and urgent care center staff. Our colleagues strive to redefine patient care by treating each patient to a welcoming, respectful, and skillful experience. Concentra assures the City that the on-site staff will share this same passion and concern for patients; each individual will work tirelessly to ensure the employees enjoy a positive experience. Concen ea City or Corpus Christi. TX • RFP No 103 Employer-sponsored Wellness Clinic Technical Proposal Playbook Philosophy Using playbook precision and LEAN QI to implement and maintain program -specific guidelines, we ensure consistent care delivery and operational efficiency regardless of location. The Playbook consists of various sections dedicated to operations, clinical excellence, and customer experience, among others. While the Playbook outlines company -wide service and policy initiatives, certain aspects can be tailored based on the City's program. These playbook principles are the guidelines that all on-site staff will follow; its purpose is to: • Develop repeatable processes across Concentra sites nationwide • Enhance collaboration among Concentra sites to help deliver consistency using a patient -focused approach ■ Drive customer value and provide a best -in -class experience for patients, customers, and colleagues • Create consistent expectations for our colleagues, which will provide a view of what best practices look like Measuring Satisfaction Following a center visit, Concentra conducts web -based patient satisfaction surveys offered through a third party vendor, Franklin Covey. Items measured include quality of the facility, staff, and services rendered; survey results drive process improvements. Concentra's leaders review the results, prioritize issues, and take action as necessary and appropriate. We consistently monitor satisfaction and will share feedback with the City during quarterly stewardship meetings. We measure: • Net Patient Experience Rating (NPER) - The NPER is the percentage of responses to the survey questions "Rate Your Overall Satisfaction" that are 9s and 10s (out of 10). The NPER is important because it is a predictor of whether someone is willing to recommend Concentra. As of February 2016, Concentra's NPER for our on-site centers is 91%. ■ Net Promoter Score (NPS) - To track satisfaction, the NPS is a simple, but powerful metric for measuring customer satisfaction and, in turn, serves as an indicator of customer loyalty and potential business growth. NPS provides the means for gauging performance, establishing accountability, and prioritizing investments. Net Promoter indexes provide for actionable opportunities. As of February 2016, Concentra's NPS for our on-site centers is 93%. Wait Time Communication/Satisfaction - This measures how well a center is managing expected wait times and communicating those wait times to patients. 5. That are Competitive in terms of rates/fees, including financial and performance guarantees. Competitive Pricing Concentra's on-site center pricing structure is designed to drive maximum financial success for the City. This method of reimbursement focuses on total employee health and the City's return on investment. Our goal is to work with the City to provide a successful integrated on-site program that Leads to long-term success and a mutually beneficial relationship. We are motivated to improve the overall health and quality of lite for the City's employees and not to increase center volume in order to drive billable services. RAsr-h 1A ',nig Concentra° City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal Performance Guarantees Through GE/Allscripts, we evaluate center performance, measure outcomes, and compare them against key performance indicators (KPI) to provide data -driven insights and drive best practices. Key factors to measure program success consist of the following: • Utilization of the center • Engagement levels ▪ Patient satisfaction • Improvements in health outcomes • Improvements in productivity — reduced absenteeism, presenteeism, and time away from work • Cost savings Upon award, Concentra will engage the City's leadership team to discuss program goals and the associated metrics that define a successful clinic program. However, for the City's review, we provide Attachment D — Sample Performance Guarantees. 6. The ability to capture and report utilization, clinical quality and cost data for return on investment analysis, management, outcomes, and financial reporting. Our technology platform offers robust data capture and meaningful use reporting capabilities that enable us to manage and integrate information and offer extensive data analytics and trend reporting. The system is able to produce reports for center visits, visit type, average cost per visit, ROI, health trending, clinical outcomes, lost time, and more. There are HIPAA considerations related to the release of individual test results and clinical interventions, so that will need to be taken into account prior to information being released in anything other than an aggregate format. We include Attachment E — Sample Report for the City's review. 7. The ability to deliver electronic/web-based health records and patient education resources. As mentioned, Concentra proposes GE/Allscripts to support the City's program. These systems collectively offer an integrated platform that enables Concentra clinicians to access patient records from any on-site center, Concentra Urgent Care Center, or telemedicine site in the country, supporting continuity of patient care and exceptional customer experience. Overview GE/Allscripts supports all clinical operations and reporting needs, improves clinical quality, and streamlines the information exchange process to ensure clinicians can quickly and accurately communicate information to patients and employers. The system also provides data -driven insights, allowing us to apply population management principles for measurable trend management. Our ability to capture member data in real time from multiple sources helps us learn the health and social behavior patterns unique to each individual and the population as a whole. A.. --L 4 • nnae Concen Lra City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal The following illustration depicts the various features of a GE/Allscripts technology solution: rats sy stun rcr cLcj2�ity mfwmatscn pugnnstsc cqs prr. nt zmd . iatsaratnry GE Centricity • Registration, scheduling, electronic verification of insurance coverage • Electronic claims billing to insurance if needed • Employee eligibility verification • Interfaces with patient porta! for online scheduling Overview • Comprehensive, best -in -class, ICD 10 -compliant and Meaningful Use -certified technology that supports all aspects of the Concentra Onsite Center clinical and support operations, including Primary Care, Urgent Care, Occupational Medicine, Population Health Management • Single EPM/EHR enables Concentra clinicians to access patient records from any Concentra Onsile Center or Concentra Urgent Care location in the country, supporting continuity of patient care and exceptional customer experience • Web -based platform ensures Integrity of medical data and access from any work station with proper security clearance • Robust, meaningful stewardship reporting • Platform facilitates referral processes for diagnostic testing, specialist visits, and physical therapy • Single Sign On/Proximity Card for ease of sue and security Allscripts • Computerized order entry and management with electronic integration with tab and X-ray vendors • Supports both on-site dispensing and pharmacy e -prescribing • Customized clinical documentation templates lo support clinical operations • Best practice, evidenced based, diagnosis specific care guides • Integrated tasking and communication function Integration Capabilities GE/Allscripts offers extensive integration capabilities to third party administrators (TPA), which include HL7, XML, 837, and secure FTP among others. Presently, Concentra sends HL7 Continuity of Care Documents (CCD) to a Targe payer via Certify Data Systems on all patient encounters captured in Allscripts. We also have art established interface with a Targe wellness rewards program and can develop additional electronic data interchanges (EDI) depending on the desired level of integration. Specific requirements would need to be gathered and internal Concentra teams would work directly with end parties to fully understand unique needs. The process would follow standard software development Lifecycle — requirements, design, development, testing, and deployment. An additional fee, assessed on a times and materials basis, may apply for EDI development. Cowen da Cily of Corpus Christi, TX ♦ RFP No. J03 Employer-sponsored Wellness Clinic Technical Proppsal 8. That have well-developed, robust communications/marketing programs. Concentra offers a variety of options for promoting the City's on-site program, which is the initial step in reaching optimal utilization. We outline our promotional strategy in Tab D of the City's questionnaire and include Attachment F -- Sample Communication Materials for the City's review. 9. That possess an excellent track -record of integrating existing resources into their own resources in a smooth and efficient manner. Coordination with our clients' TPA and vendors and the Local health care community is common in most of Concentra's on-site programs and the solution we propose is uniquely positioned to complement and integrate with the City's existing health care partners. One of Concentra's goals is to collaborate with the City and its current health care partners to deliver a comprehensive suite of services that meet the needs of --- the eligible population and supports the City's goals and objectives to build a sustainable culture of health. Concentra has data -sharing capabilities with our clients, and we will assess how we can begin the same sharing capabilities with the City's and its health plan partner to create a fully integrated program that benefits the City and its participants. Upon award, we will begin collaborating with the City and its benefit plan partners to identify integration points and will continue to work with the City throughout the program's duration to ensure a coordinated approach to care delivery. RAarrk 14 '1111A Concen.ra City of Corpus Christi, TX ♦ RFP No 103 Employer-sponsored Wellness Clinic Technical Proposal H. Solution Summary Concentra's proposed program offers the City the following unique features and benefits: Experience Providing Health Care Services Concentra's extensive experience implementing, managing, and operating successful onsites by utilizing proven best practices enables us to offer a solution that delivers quality care and operational efficiency. Internal Recruiting Concentra manages and conducts the recruiting efforts for all on-site positions using our internal recruiters, and we will take extensive measures to ensure the selected clinicians and support staff possess the appropriate skillset to render care at the onsite. Advanced Technology Solution Concentra will implement the GE/Allscripts to manage and integrate information, enabling robust data analytics and trend reporting. Dedication to Service Excellence Concentra offers extensive training tools and resources during new hire and ongoing annual training to ensure our employees remain current on industry trends, practice patterns, and regulations. In addition, we track our customer service approach using nationally accepted survey tools to ensure we adhere to the highest level of service standards. Professional Leadership Team The skilled and professional leaders we designate to oversee the City's program will ensure ongoing operational and medical compliance, and will offer invaluable insight throughout all phases of the engagement. Medical Resources Concentra maintains a directory of each physician's training, licenses, board certifications, and other designations that make him/her an expert in their respective field. We also developed a Medical Advisory Board that lists physicians by specialty and expertise, allowing access to superior intellectual capital on a continual basis. Discounts Paid Forward Concentra has negotiated significant discounts on medical supplies, equipment, and pharmaceuticals by leveraging our buying power of more than 400 medical centers (Concentra Onsite Centers and Concentra Urgent Care Centers) nationally. Customized Programs The City selects exactly what the onsite offers its eligible participants (Le., primary care, preventive care, urgent care, wellness, occupational medicine, etc.) In essence, we will manage the City's onsite to not only accommodate, but also exceed program goals while meeting the needs of the eligible population. Concentra appreciates the opportunity to present our services and capabilities to the City of Corpus Christi. 1111.510.4, to "flit Concern `ra City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal 1. Attachments Concentra includes the following attachments for the City's review: A: City -required Forms B: Legal Exceptions and Sample Agreement C: Certificate of Insurance D: Sample Performance Guarantees E: Sample Report F: Sample Communication Materials G: Concentra Financials 11: Leadership Team Qualifications I: Sample Invoice J: Client Case Studies K: Executive Summary L: Leaming Library Overview M: 2016 Health Topics Calendar IA -.•r5. 1A 1f11L.' Concentra CIIy of Corpus Christi, TX • RFP No 103 Employer-sponsored Wellness Clinic Technical Proposal Attachment A City -required Forms ILA.... -h 4A '1r14.0 City at Corpus C:hrititi SUPPLIERNUMRER TO BF ASSIGNED BY CITY PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST Corpus Christi Code § 2-349, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA" See next page for Filing Requirements, Certification and Definitions. COMPANY NAME: Concentra Health Services, Inc. P. O. BOX: STREET ADDRESS: 5080 Spectrum Drive, Suite 1200W CITY: Addison STATE: Texas ZIP: 75001 FIRM IS: 1. Corporation 2. Partnership 5. Other 3. Sole Owner 0 4. Association ® DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named '`firm." Name NIA Job Title and City Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an ®ownership interest" constituting 3% or more of the ownership in the above named 'firm. Name Title N/A 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 ()leach employee or officer ofa "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 NIA 30 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 CO official, employee or body that has been requested to act in the matter, unless the interest of the City official or emplo ee 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 1 certify that all information provided is true and correct as of the date of this statement, that 1 have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted -to the City of Corpus Christi, Texas as changes occur. Certifying Person: Keith Newton itle: President and Chief Executive Officer (Type or Print) 1 Signature of Certifying Person: Date: DEFINITIONS 51 tg a. "Board member." A member of any board, commission, or committee of the city, including the board of any corporation created by the city. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general ora substantial segment thereof. c. "Employee." Any person employed by the city, whether under civil service or not, including part-time employees and employees of any corporation created by the city. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements. g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. 31 CITY OF CORPUS CHRISTI PURCHASING DIVISION BUSINESS DESIGNATION FORM ENSURE THIS FORM IS SUBMITTED WI'I I l YOUR BID RESPONSE PLEASE INDICATE WHETHER YOUR COMPANY IS ANY ONE OF THE FOLLOWING: ❑ YES E NO - CERTIFIED HISTORICALLY UNDERUTILIZED BUSINESS (HUB) Select all that are appropriate: ❑ ASIAN PACIFIC ❑ BLACK ❑ HISPANIC ❑ NATIVE AMERICAN ❑ WOMAN Please visit the following website far information on becoming a Texas Certified IWO Ntri h,iv4,,,a F lc+s� s ste 1-tiircirenitifogniutv O YES ❑x NO - LOCAL SMALL BUSINESS (LSB) A for-profit entity employing less than 49 employees located within the City limits of -Corpus Christi, Texas 0 YES 0 NO O1I IER (PLEASE SPECIFY): ❑x THIS COMPANY IS NOT A CERTIFIED HUB or LSI3 THE INFORMATION REQUESTED IN THIS FORM IS FOR STATISTICAL REPORTING PURPOSES ONLY AND WILL NOT INFLUENCE AWARD DECISIONS OR TH E AMOUNT OF MONIES EXPENDED WITH ANY GIVEN COMPANY. EVENT NO: 103 Firm Name: Concentra Health Services, Inc. Telephone: 800-232- 3550 Ext. Address: 5080 Spectrum Drive, Suite 1200W Fax: 972-725-6439 City: Addison / Stale: TX ,Zip: 75001 - E-mail: kris_troncoso@concentra.com Signature of Person Au onzcd to'ign Form Signer's Name: Kei Newton Title: President and Chief Executive Officer (primary contact) Date: 3// /l N (Please print or type) 11 CERTIFICATE OF INTERESTED PARTIES Complete Nos. 1 - 4 and 6 it there are interested parties. Complete Nos. 1. 2, 3, 5, and 6 if there are no interested parties. 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Concentra Health Services, Inc. Addison, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi FORM 1295 1 of 1 OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2016-21248 Date Filed: 03/03/2016 Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the goods or services to be provided under the contract. 103 Employer -Sponsored Wellness Clinic Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. 4 0 6 A EBONY EURSEL DANIEL My Commission Expires October 29, 2017 swear, or affirm, under ppnaity of perjury, at the above disclosure is true and correct. KelYM Newtsident and Grief Executive Officer Signa .ire of authorize agent of con cting business entity AFFIX NOTARY STAMP / SEAL ABOVE Ke+ ty /� aft Sworn to and subscribed before rne, by the said ?1TtSidt 1 W 1 l C�k tY{. , this the i � _day of ! r theft 20�L, to certify which, witness my hand and seal of office. OI I elk �T�A�L i Signature ofetucieFadministering oath Printed • tadiz Forms provided by Texas Ethics Commission e of a administering oath Title of &flcdr administering oath failj www.ethics.state.tx.us Version V1.0.312 Concentra City of Corpus Christi. TX • RFP No 103 Employer-sponsored Wellness Clinic Technical Proposal Attachment B Legal Exceptions and Sample Agreement mon-i, 14 Inin Response For Supplier: Concentra Health Services Inc Event t{ : 103-1 Name: Employer -Sponsored Wellness Clinic Description: The City of Corpus Christi (City) hcrcby issues this Request for Proposal (RFP). The City is seeking proposals from providers or management firms interested and qualified to oversee the operation of the Employer -Sponsored Wellness Clinic. Preview Date: Open Date: 02/22/2016 12:35:00 PM Close Date: 03/I4/2016 12:00:00 PM Responded To: 1 Out of I Lincs Total Bid Amount: 0.01 USD Q & A Open Date: 02/22/2016 12:35:00 PM Q & A Close Date: 03/04/2016 05:00:00 PM Dispute Close Dale: Response Attachments Attachment City of Corpus Christi RFP I03_Concentm Exception Line Responses Line 1: EMPLOYER-SPONSORED WELLNESS CLINIC Item: EMPLOYER SPONSORED CLINIC EMPLOYER-SPONSORED WELLNESS CLINIC Commodity Code: 958-56 Health Care Management Svcs (Including Managed Care Svcs) Quantity: 1.0000 UOM: EA Bid Quantity: L0000 No Charge: No \San `i4 ,nih I I� Unit Price: 0.01000 No Bid: No Extended Price: 0.01 Event # 103-1: Employer -Sponsored Wellness CIinic Vendor Item: EMPLOYER-SPONSORED WELLNESS CLIN EMPLOYER-SPONSORED WELLNESS CL Comments: Concentra provides pricing as part of the hard copy submission, in accordance with the RFP instructions, page 4, section 1.4. We hereby submit Exceptions to Terms and Conditions during the question and answer period. March 4, 2016 Lydia Juarez, Procurement Officer City of Corpus Christi Purchasing Division 1201 Leopard St. 4th Floor, City Hall Corpus Christi, TX 78401-2825 RE: Request for Proposal for an Employer-sponsored Wellness Clinic, RFP No. 103 Exceptions to RFP Specifications Dear Ms. Juarez: Concentra appreciates the opportunity to respond to the City of Corpus Christi's (the City) Request for Proposal (RFP) No. 103 for an employer-sponsored wellness clinic We acknowledge that by submitting a proposal, the proposer commits to the terms and conditions proposed for inclusion in the City's final agreement and that any deviations should be submitted during the question and answer period, ending Friday, March 4, 2016. As such, Concentra's Legal and Risk Departments reviewed the terms, conditions, and insurance requirements outlined in the City's RFP and made minor modifications to the language therein, In accordance with RFP Sections 2.4, Terms and Conditions, and 2.17, Exceptions to RFP Specifications, we submit to the City our deviations to the terms and conditions immediately following this letter. Specifically, our submission includes: ▪ An explanation of Concentra's request • Redlines of the City's agreement (Attachment A) ▪ Sample Concentra agreement for on-site center services (Attachment B) In an effort to create a mutually beneficial agreement, Concentra's legal counsel welcomes the opportunity to proactively engage the City in discussions regarding our recommended changes. Our goal is to ultimately create an agreement that not only outlines the schedule of services, but also protects the business interests of both the City and Concentra. Should you have any questions regarding this correspondence, please feel free to contact me via phone or by e-mail. Concentra values the City's consideration of our request and we look forward to the opportunity to present our proposal. Respectfully submitted, Kris Troncoso Assistant Vice President National Accounts Phone: 713.542.6251 E-mail: kris_troncoso@concentra.com • 5080 Spectrum Drive, 1200 West Tower, Addison, Texas 75001 • 800.232 3550 • 972.725 6439 Concen-ra City of Corpus Christi, TX • RFP No 103 Employer-sponsored Wellness Clinic Exceptions to RFP Specifications Explanation of Concentra's Request Concentra has reviewed the City's terms and conditions. We have a great deal of experience with on-site health care facilities, and we utilize our own standard agreement to specify the responsibilities of the parties, taking into account the unique nature and regulatory requirements for health care services. Concentra requests that the City utilize Concentra's standard agreement for this relationship, if awarded. We include a sample as Attachment B — Sample Concentra Onsite Center Agreement. If the City is unwilling to utilize Concentra's standard agreement, we request the following changes to the City's terms and conditions: As set forth in the attached redline (Attachment A — Modifications to Terms and Conditions): Paragraph 2: Fee — Concentra has added standard language to reflect the manner in which • price increases are determined and applied, as well as standard payment terms. Paragraph 3: Term -- Concentra has added standard language for renewals, providing the • parties adequate advance notice if the contract is not be renewed. This is necessary due to the complex nature of on-site health facilities and the planning required to successfully close/transition such a facility. Paragraph 13: Termination — Concentra has added standard termination language and requirements, including mutual termination without cause. ▪ Paragraph 17: Indemnification — Concentra will not indemnify the City for the City's own negligent or intentional acts or omissions. In addition, Concentra requests the following paragraphs be added to the City's terms and conditions, to capture the unique nature of this relationship: Information Systems. The City shall comply with Contractor's technology components and Security requirements required to perform the Services as provided in Exhibit C [see Concentra's standard agreement]. Contractor will provide its standard software/hardware and systems support required to deliver the Services. Contractor may, at its discretion, upgrade and make changes to the software platform and hardware utilized at the Onsite Center. Costs associated with such upgrades and changes shall be the responsibility of Contractor unless otherwise mutually agreed to by the Parties. Eligibility Files. The City shall provide Contractor the initial eligibility file at least thirty (30) days prior to the Anticipated Open for Business Date. The City shall provide ongoing weekly updates, which shall include the participant eligibility file necessary to enable Contractor to provide Onsite Center Services and reporting. The participant eligibility file will contain the entire eligible population with the targeted population delineated within the file. Prior to execution of this Agreement, Contractor will provide eligibility file standards to the City upon request. After execution of this Agreement, the City will cooperate with Contractor to identify specific data required to fulfill this Agreement. Contractor shall communicate the file specifications to the City, including the automated process for ongoing file transmission. The City acknowledges that Contractor cannot provide services and reporting without eligibility files from the City meeting the specifications as provided by Contractor. March 4. 2016 Concen s,ra City of Corpus Christi, TX r RFP No. 103 Employer-sponsored Wellness Clinic Exceptions to RFP Specifications Claims Data. The City shall provide to Contractor, at a minimum, a summary of the medical and pharmacy claims data for the eligible and targeted participants enrolled in the City's health plan(s), for the previous twelve (12) months for the purpose of calculating the onsite clinic's return on investment (ROI). Contractor shall communicate the summary data required to use in the analysis. If the data is not provided to Contractor, the ROI will be calculated using industry assumptions and may not reflect the actual ROI experienced by the City, and any performance guarantees associated with a customized City ROI will not be applicable. Temporary Onsite Center Shutdown; Holidays. (a) Temporary Shutdown. The term "Temporary Shutdown" shall include: (i) a furlough (of any nature) imposed by the City; (ii) maintenance at the City's business location that prohibits reasonable access; (iii) an unforeseen conflict at the Onsite Center not caused by Contractor or its personnel prohibiting reasonable access; or (iv) any other closure of the Onsite Center or the City's business location for reasons outside of Contractor's control. The City shall compensate the Onsite Center personnel, pursuant to Exhibit B, any amounts that would have been owed but for the closure of the Onsite Center for the following: (i) Any Temporary Shut -down; and (ii) Any City designated holiday which is not a Contractor recognized holiday. Non -Solicitation and Non -Recruitment. The parties acknowledge and agree that the relationship between Contractor and its affiliate employees who work with the City in the performance of Services hereunder (each an "Affiliated Employee"), and the Contractor's relationship with its employees, constitute a valuable asset of Contractor. Therefore, the City shall not, either during the term of this Agreement or for a period of one (1) year after the termination of this Agreement for any reason whatsoever, hire any Affiliated Employee or induce, or attempt to induce, directly or indirectly, any Affiliated Employee to leave his or her employ with Contractor, unless Contractor provides written consent. If the City (or, a new medical provider to Company) solicits or hires an Affiliated Employee in violation of this Section 9, Contractor may terminate this Agreement immediately and, upon written notice to the City, shall receive from Clint a fee for each Affiliated Employee solicited or hired in an amount equal to one (1) times the annual salary of each such Affiliated Employee within thirty (30) days from such date of notice. Custodian. Contractor shall serve as the custodian of medical records created at the Onsite Center(s) during the Term of this Agreement. Contractor, while the custodian of medical records shall abide by all local, state, and federal requirements for such record retention during the Term of this Agreement. The City acknowledges that Contractor will provide copies of medical records to any third -party requestor (with the appropriate executed release from the employee/patient, court order as applicable, or as provided by applicable law). The below shall control the retention and/or release and delivery of medical records or data upon termination of the Agreement and the City's written request: March 4 2016 ConcenIra City or Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Exceptions to RFP 5pecirications (i) Upon the termination of this Agreement for any reason, the City shall execute a custodial agreement with Contractor and any new third -party medical provider ("New Medical Provider"), as applicable, to ensure all parties' compliance with applicable laws. Contractor shall provide the City with such custodial agreement for execution. The City shall be solely responsible for any expense related to the transfer of medical records, any retention required by law (including OSHA), any photocopies requested, or any records/data requested to be provided in an electronic format and/or transferred to the City or New Medical Provider(s)_ The records shall be inclusive of all historical medical records related to the patient population of the Onsite Center(s). (ii) The City shall be invoiced for any production/conversion as a separate line item as a standard Service under this Agreement, which must be paid in full prior to the release of the final set of data requested by the City or New Medical Provider(s). If historical medical records were provided to Contractor by the City or any third -party, such historical records shall be provided to the City or New Medical Provider(s) in the same manner and condition as provided to Contractor. Upon payment by the City, the parties will make best efforts to deliver and/or transfer such records within two (2) weeks, or a mutually agreed upon date. (iii) If Contractor is replacing an existing third -party medical provided (a "Prior Medical Providers) as part of a transition of service at the Onsite Center, Contractor shall become the medical record custodian as of the open for business date of the Onsite Center and all parties must execute a custodial agreement thirty (30) days prior to the Onsite Center Anticipated Open for Business Date to ensure all parties' compliance with applicable laws. The City shall provide Contractor written notice of the intended format and delivery of all records created to Contractor sixty (60) days prior to the Anticipated Open for Business Date. Such delivery shall include any medical records, required data, software applications previously used, and required data conversions proposed. Any fees associated with such transfer of the above materials from the Prior Medical Provider shall be at the City's sole expense. (b) Access. The City is not entitled to access any patient medical records except to the extent allowed by law. Contractor is a "covered entity" as enumerated in 45 CFR §160.103. As a covered entity, Contractor may only disclose protected health information as authorized by and to the extent allowed by law. Security Audit Rights. (a) For purposes of this Agreement, the term "Information Technology Resources" includes, but is not limited to, hardware, application software, system software, and information (data) used in conjunction with the Services provided at the Onsite, regardless of whether the Information Technology Resources are owned by the City or a third -party. The term "Information Technology Services" includes, but is not limited to, the management, operation (including input, processing, transmission, and output), maintenance, programming, and system administration of computer systems, networks, and telecommunications systems used in conjunction with the Services provided at the Onsite, regardless of whether the Information Technology Services are owned or operated by the City or a third -party. (b) In the event that the City utilizes a third -party provider, including contractors or sub- contractors, to provide Information Technology Resources, the City shall ensure that such third -party providers agree to abide by the requirements of this section. Marrh 4 7n1R Concentra City of Corpus Christi, TX • RFP No. 103 Employer-sponsored Wellness Clinic Exceptions to RFP Specifications (c) Upon reasonable advance written notice, Contractor reserves the right to perform security audits at the Onsite Center to evaluate the adequacy and compliance of Information Technology Resources and Information Technology Services as defined herein. Contractor reserves the right to use appropriate tools and technology to monitor, encrypt, or scan as appropriate. Contractor shall be provided reasonable access to premises and technology resources to verify conformance to the terms of this Agreement. Contractor shall be permitted to conduct these audits with its own resources, by securing the services of a third - party firm, or any combination thereof, solely at Contractor's election. Contractor shall have the right to copy, at its own expense, any record related to the Services performed pursuant to this Agreement. Contractor's Personnel. (a) Contractor is solely responsible for the hiring, training, and performance management of all Contractor employees at the Onsite Center. The City may provide Contractor written feedback regarding a Contractor employee performance issue. Upon such feedback, Contractor will conduct an investigation of the applicable facts and circumstances. If Contractor determines that termination of such Contractor employee is not warranted, then the City will be assessed the remaining monies due to such Onsite Contractor employee including severance, benefits, and expenses related to the closure expense (if applicable) for the remainder of the current calendar year. (b) The severance payment required herein shall be calculated at a rate of one (1) week's pay at the pro -rated staffing cost in Exhibit B per year of service at the Onsite Center, with a mandatory minimum of two (2) weeks' severance to be paid by the City. The severance payment shall be invoiced as a separate line item as a standard Service under this Agreement. (c) If, at any time during the term of this Agreement, Contractor is required to provide replacement personnel (the "Back -Fill Personnel") at and Onsite Center due to scheduled or unscheduled absences of any Contractor employee (which includes, but is not limited to, physicians, physician assistants, registered nurses, physical therapists, etc.) provided by Contractor at the Onsite Center, then Contractor will make its best efforts to utilize the personnel already assigned to that Onsite Center to provide such Back -Fill Personnel due to such scheduled or unscheduled absence. However, if Contractor cannot provide such Back -Fill Personnel equal to the position required from the already assigned Onsite Center personnel, then Contractor must request an agency or other available Contractor employee to provide such Back -Fill Personnel equal to that Contractor employee absent to render the Onsite Center Services (which such Back -Fill Personnel must have equal or better credentials to the position vacant due to such absence). If Contractor uses such an agency or other Contractor employee at a higher hourly rate, then the difference in the hourly rate associated with such Back -Fill Personnel will be invoiced as a separate line item to the City on a monthly basis as a standard Service under this Agreement. Marrh d 7f11n, Concentra City of Corpus Christi, TX • RFP No. 103 Employer-sponsored Wellness Clinic Exceptions to Terms and Conditions Attachment A Modifications to Terms and Conditions Marrh 4 9MR SERVICE AGREEMENT Attachment 1 — Sample Agreement EMPLOYER-SPONSORED WELLNESS CLINIC Contract No. 16-644 THIS Employer -Sponsored Wellness Clinic ("Agreement") is entered into by and between !insert name of company] ("Contractor") and the City of Corpus Christi, a Texas home -rule municipal corporation ("City"), by and through its duly authorized City Manager or his designee ("City Manager"), effective for all purposes upon execution by the City Manager. WHEREAS, Contractor has proposed to provide management and operation of an employer-sponsored wellness clinic services in response to the City's Request for Proposals ("RFP Event No. 16-103"); WHEREAS, the City has determined Contractor to be the best valued respondent; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will provide management and operation of an employer- sponsored wellness clinic ("Services") in accordance with the wellness clinic's services offer, to provide full access to primary care including, but not limited to: episodic care, disease management, and wellness programs focused on health promotion and disease prevention. The wellness clinic's staff should be properly sponsored and supervised as required by the State of Texas. Neither the City nor its health benefits fund will assume any liability for the practice of medicine. The wellness clinic management firm will oversee the operation of the clinic and be responsible for all expenses incurred, such as but not limited to: staffing, supplies (both medical and office), facilities, record maintenance, telephone, and any special needs regarding waste removal or security. All services, data management and record keeping will be HIPAA and HITECH compliant ("Exhibit A"), which exhibit is attached to Agreement. 2. Fee. The total amount to be paid under the initial term of this agreement shall not exceed $ . Fees will be paid as outlined in attached Exhibit B "Fee Schedule". The Fees provided on Exhibit B shall automatically increase five percent (5%), which shall include management fees (if applicable). Concentra shall invoice Client monthly and Client shall remit payment to Concentra within thirty (30) days of receipt of invoice. Client agrees to pay any sales, use, excise or similar taxes applicable to the Services provided for hereunder. 3_ Term. This Agreement takes effect upon execution of the City Manager and cnatinije' lentil for titin vpnrc with nn nr.+;n„ _ ••• 0110 ••:- year periods. Due the nature of this Agreement, any Renewal Term requires the parties to begin negotiating six (6) months prior to the expiration of the then current term or renewal period, as applicable. An amendment for such renewal must be executed by both parties ninety j90) days' prior to the expiration of the then current term or renewal period, as applicable. If the parties have no renewal amendment signed upon expiration of the ninety (90) day period, then Contractor shall have the right to immediately terminate this Agreement and cease to perform the Services. 24 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. -h12. Amendments. This Agreement may be amended only in writing and upon execution by authorized representatives of both parties. -1213. Termination. The City ManagerEither party may terminate this Agreement for _ _ _ _ _ - _ - - -- - - - ••- breach. F-ailurte-keep 4er.Riiwiffiep—The Contract Administratornon-breachinq party must give the Contractor breaching party written notice of the breach and set out a reasonable opportunity to cure. If the Contractor breach has not cured within the cure period, the City Managernon-breachinq party may terminate this Agreement immediately thereafter. Failure to keep all insuranc olLcie5 in force for the entire term of this Agreement is grounds for termination. Alternatively, the City Manager may terminate this Agreement without cause upon 29 60 days' written notice to the Contractor. However, the City may terminate this Agreement upon three days' written notice to the Contractor for Contractor's failure to pay or 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. If the City terminates this Agreement without cause during the first twelve (12) months of the Agreement. the City shall pay Contractor: a termination fee in an amount equal to three (3) months' worth of the annual fee (set forth in Exhibit B); any shutdown costs related to such termination (including but not limited to severance, outstanding account receivable and other related closing expenses, as applicable); and any and all fees and costs invoiced to the Onsite Center that originated from this Agreement for a period of six (6) months beyond the termination date. In any other termination event, the City shall pay Contractor: any shutdown costs related to such termination (including but not limited to severance, outstanding account receivable and other related closing expenses, as applicable); and any and all fees and costs invoiced to the Onsite Center that originated from this Agreement for a period of six (6) months beyond the termination date. At the expiration or termination of this Agreement, neither the City nor any third - party shall have access to, or use of, any of Contractor's personnel, electronic medical record system, reporting or network except as may be expressly approved in writing by Contractor with the applicable fee for such requirements beyond such termination date. 1 -1-&14. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes in accordance with Circular E, "Employer's Tax Guide", Publication 15, as it may be amended. Upon request, the City Manager shall be provided proof of payment of one or more of these taxes within 15 days of such request. 1,arra. 4C. roumay ay 1/ eqiltry hunr y u, -1.51 6. Severability. Each provision of this Agreement shall be considered to be severable and if, for any reason, any such provision or any part thereof, is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid, and this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. -14:17.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 PERSONAL INJURIES, INCLUDING THOSE RESULTING IN WORKERS' COMPENSATION CLAIMS OR DEATH, PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF LOSS OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, REASONABLE ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMEN-T [ THE CONTRACTOR'S PERFORMANCE OF THIS AGREEMENT AND REGARDJEcc OF WHETHEREXCEPT WHERE THE INJURIES, DEATH, LOSS, OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRE-NT OR CONTRIBUTORY NEGLIGENCE OR INTENTIONAL ACTS OR OMISSIONS OF INDEMNITEES CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL NOTICES, CLAIMS, AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL REASONABLY SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. SIGNED this day of , 20 Contractor [insert company namel Name: Title: Concenizra City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Exceptions to Terris and Conditions Sample Concentra Onsite Center Agreement March 4, 2016 Attachments AGREEMENT FOR SERVICES AT AN ONSITE CENTER This Agreement for Services at an Onsite Center (the °Agreement") is made and entered into as of the day of , 2015 (the "Effective Date"), by and between Concentra Health Services, Inc., a Nevada Corporation, for the benefit of and on behalf of its subsidiaries, affiliates, and managed and professional associations and corporations ("Concentra") and (°CIient"). RECITALS WHEREAS, Concentra is in the business of providing certain healthcare services through its employees, and/or its designated affiliates and associations as more fully defined herein, including those Services as described on Exhibit A attached hereto (the work set forth in the Scope of Work is referred to herein as 'Services') at the Client's business location (the "Onsite Center(s)"); and WHEREAS, the affiliates acting as the billing parties for the purposes of obtaining the fees for the Services outlined in this Contract (the °Billing Group') include Occupational Health Centers of .; and WHEREAS, Client desires to engage Concentra, and Concentra desires to accept such engagement, to provide the Services, on the terms and conditions set forth in this Agreement; NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Term and Renewal. The initial term of this Agreement (the 'Initial Term") shall be for three (3) years, commencing on the Effective Date. This Agreement may be renewed for additional three (3) year terms (each a °Renewal Term") (the Initial Term and Renewal Term shall be collectively referred to as the °Term") upon mutual agreement and executed amendment between the parties. 2. Compensation. (a) Client shall pay Concentra fees set forth in Exhibit B (the "Fees"). At the beginning of each twelve (12) month period after the Effective Date of this Agreement, the Fees provided on Exhibit B shall automatically increase five percent (5%), which shall include management fees (if applicable). Concentra shall invoice Client monthly and Client shall remit payment to Concentra within thirty (30) days of receipt of invoice. Client agrees to pay any sales, use, excise or similar taxes applicable to the Services provided for hereunder. (b) Failure to pay an invoice when due shall constitute a material breach of this Agreement and Concentra reserves the right to terminate this Agreement pursuant to the remedies set forth in Section 4 (Termination) if the invoice has not been resolved in thirty (30) days of the invoice due date. Concentra reserves the right to refrain from providing Services to Client if undisputed charges have not been resolved and paid to Concentra. In the event that Concentra continues to provide Services during a period of time when Client is in breach, such continuance of Services will not operate as a waiver of Concentra's right and ability to utilize the remedies available to Concentra under applicable laws. (c) Any change to this Agreement may only be made by amendment executed by both parties. The written amendment shall include any increase to Fees associated with any requested change to this Agreement. 1 3. Obligations of the Parties. (a) During any Term of this Agreement, Concentra shall provide the Services described in Exhibit A. (b) Onsite Location. Client agrees to provide Concentra the opportunity to inspect, design and/or build -out the required space as referenced in the previously executed Letter of Intent and Exhibit D (as applicable for existing space), at least sixty (60) days' prior to the date of open for business as set forth in the LOl (the °Anticipated Open for Business Date°). The fees for such build -out and equipment requirements are provided in Exhibit H. (c) Information Systems. Client shall comply with Concentra's technology components and Security requirements required to perform the Services as provided in Exhibit C. Concentra will provide its standard software/hardware and systems support required to deliver the Services. Concentra may, at its discretion, upgrade and make changes to the software platform and hardware utilized at the Onsite Center. Costs associated with such upgrades and changes shall be the responsibility of Concentra unless otherwise mutually agreed to by the Parties. (d) Marketing and Communications. Materials to support the utilization and engagement goals of the Onsite Center will be provided as described in Exhibit E. Quantities of materials will be determined based on the number of onsite locations and eligible participants. Costs for customized materials requested but not referenced in Exhibit E will be charged on a time and materials basis. Notwithstanding Section 15(k) of the Agreement the parties mutually agree to: (i) protect the brand of both parties; (ii) perform marketing; and (iii) be jointly responsible for the promotion of the Services provided by Concentra. (e) Reporting. Concentra agrees to provide Client quarterly reporting and an annual report providing a review of program goals to date and a strategic plan for the upcoming year. Any custom reporting that is beyond the scope outlined in this Section will be as a separate hourly rate as provided on Exhibit B. (f) Eligibility Files. Client shall provide Concentra the initial eligibility file at least thirty (30) days prior to the Anticipated Open for Business Date. Client shall provide ongoing weekly updates, which shall include the participant eligibility file necessary to enable Concentra to provide Onsite Center Services and reporting. The participant eligibility file will contain the entire eligible population wih the targeted population delineated within the file. Prior to execution of this Agreement, Concentra will provide eligibility file standards to Client upon request. After execution of this Agreement, Client will cooperate with Concentra to identify specific data required to fulfill this Agreement Concentra shall communicate the file specifications to Client, including the automated process for ongoing file transmission. Client acknowledges that Concentra cannot provide services and reporting without eligibility files from Client meeting the specifications as provided by Concentra. (g) Claims Data. Client shall provide to Concentra, at a minimum, a summary of the medical and pharmacy claims data for the eligible and targeted participants enrolled in Client's health plan(s), for the previous twelve (12) months for the purpose of calculating the onsite clinic's return on investment (ROI). Concentra shall communicate the summary data required to use in the analysis. If the data is not provided to Concentra, the ROI will be calculated using industry assumptions and may not reflect the actual ROI experienced by Client, and any performance guarantees associated with a customized Client ROI will not be applicable. (h) Resources. Client shall provide in writing a single primary point of contact for implementation project management and ongoing account management. 4. Termination. The termination provisions are follows: (a) If during ny Initial or aout cause, then the Client will pay Concentrraa termination RenewalClient fee in an amount equal to one (1) timinates es thee Annual Fes Agreement e (shown on 2 Exhibit B) and any shutdown costs related to such termination (including but not limited to severance, outstanding account receivable and other related closing expenses), within thirty (30) days of Client's notice to terminate this Agreement. Upon such termination event, Client is also liable for any and all fees and any costs invoiced to the Onsite Center that originated from this Agreement for a period of six (6) months beyond the close of business date at the Onsite Center. (b) Either party may terminate this Agreement upon thirty (30) days written notice to the other party in the event of an alleged breach of this Agreement. If the alleged breach remains uncured following such written notice identifying the alleged breach, then the Agreement shall be terminated. The breaching party shall be liable for all direct costs, fees, expenses and damages and/or other amounts (including, but not limited to, reasonable attorneys' fees) as a result of the breach. In the event this Agreement is terminated due to a party's breach, the other party shall have no continuing obligations or liabilities under this Agreement except as expressly provided under this Agreement. Notwithstanding the foregoing, in the event this Agreement is terminated by reason of Client's breach, Client shall remain liable for all fees due for the remaining balance of the then current Term of the Agreement. (c) At the expiration or termination of this Agreement, neither Client nor any third -party shall have access to, or use of, any Concentra personnel, electronic medical record system, reporting or Concentra's network except as may be expressly approved in writing by Concentra with the applicable fee for such requirements beyond such termination date. (d) Due the nature of this Agreement, any Renewal Term requires the parties to begin negotiating six (6) months prior to the expiration of the then current Initial or Renewal Term, as applicable. An amendment for such Renewal Term must be executed by both parties ninety (90) days' prior to the expiration of the then current Initial Term or Renewal Term, as applicable. If the parties have no Renewal Term amendment signed upon expiration of the ninety (90) day period, then Concentra shall have the right to immediately terminate this Agreement and cease to perform the Services. 5. Temporary Onsite Center Shutdown; Holidays. (a) Temporary Shutdown. The term °Temporary Shutdown" shall include: (i) a furlough (of any nature) imposed by Client; (ii) maintenance at Client business location that prohibits reasonable access; m an unforeseen conflict at the Onsite Center not caused by Concentra or its personnel prohibiting reasonable access; or (iv) any other closure of the Onsite Center or Client's business location for reasons outside of Concentra's control. Client shall compensate the Onsite Center personnel, pursuant to Exhibit B, any amounts that would have been owed but for the closure of the Onsite Center for the following: (i) Any Temporary Shut -down; and (ii) Any Client designated holiday which is not a Concentra recognized holiday. 6. Compliance with Laws. In the performance of its duties and obligations pursuant to this Agreement, Concentra shall comply with all laws, rules, and regulations applicable to Concentra in connection therewith. Concentra shall ensure that all personnel performing Services hereunder are appropriately licensed or certified to perform the Services. Client shall not direct or encourage Concentra to act or refrain from acting in a way which, to its knowledge, would violate any applicable law or regulation. Client shall not act in a way which, to its knowledge, could implicate or involve Concentra in a violation of any law or regulation. Client's direction or encouragement of Concentra to act (or refrain from acting) in a manner described herein shall constitute a material breach by Client. 7. Insurance. Upon execution and delivery of this Agreement, Concentra shall provide to Client certificates of insurance evidencing Concentra's commercial general liability and professional liability insurance 3 coverage in the amounts listed on the attached Exhibit G for Services rendered by Concentra.` Concentra shall notify Client thirty (30) days prior to any modification, cancellation, or termination of such insurance that may affect Client. 8. Nature of Relationship. Concentra shall perform this Agreement as an independent contractor to Client and, except as specifically provided in this Agreement, Concentra shall be solely responsible for the means and methods used to perform its obligations to Client. Concentra and Client specifically acknowledge and agree that all individuals who will be performing Services hereunder are agents or employees of Concentra and not of the Client. Nothing in this Agreement is intended or shall be construed to create a joint venture, agency, partnership, employer/employee relationship or any legal or equitable relationship other than that of client and independent contractor. 9. Non -Solicitation and Non -Recruitment. If Client, or a third party on Client's behalf, induces employment of any Concentra personnel during any Term or within six (6) months from termination of this Agreement, then Client shall be in violation of this Section 9 and must pay Concentra one (1) times the annual salary of each of the Concentra personnel hired by Client or any third -party (intemal or external). Such amount will be paid within thirty (30) days upon receipt of the invoice or demand for such amount. This Section 9 shall survive the termination of this Agreement. 10. Confidentiality. (a) The parties recognize and acknowledge that in the course of performing their duties and obligations under this Agreement the parties may have access to the other party's trade secrets and confidential or proprietary information (the "Confidential Information") including, but not be limited to, this Agreement and the terms contained herein. Each party hereby agrees that, except when required by law, it will not disclose, in whole or in part, such Confidential Information for its own purposes or for the benefit of any other person, firm, partnership, association, corporation or business organization, entity or enterprise. In connection therewith, each party represents and warrants that any employee or agent of a party that has access to the Confidential Information of the other party has provided reasonable assurances obligating each individual to adhere to and be subject to the terms of this Section 10(a). Both parties shall maintain the confidentiality of medical records generated hereunder in accordance with applicable law and shall protect from disclosure any protected health information, as defined in 45 CFR §164.501, or individually identifiable health information as defined in 45 CFR Parts 160-164 and the federal security standards as contained in 45 CFR Part 164. (b) The parties agree that, in the event of a disclosure or threatened disclosure of such Confidential Information in a manner inconsistent with the terms of this Agreement, through any means whatsoever, the injured party may terminate this Agreement and may, in addition to any other remedies to which it may be entitled: (i) demand the return of any and all documents or other tangible items which reflect, reveal, disclose, constitute, compromise, or embody such Confidential Information and any or all copies thereof, whereupon the party disclosing, or threatening to disclose, such Confidential Information in a manner inconsistent with the terms of this Agreement shall promptly comply with such demand; (ii) be entitled to institute and prosecute proceedings in a court of competent jurisdiction to obtain temporary and/or permanent injunctive relief to enforce any provision hereof, without the necessity of proof of actual injury, loss or damage; and (iii) recover damages, losses, and expenses of any nature, including without limitation attorneys' fees, arising out of, resulting from or otherwise relating to such disclosure or threatened disclosure. Anything contained in this Section 10(b), to the contrary notwithstanding, each of the parties to this Agreement shall not be required to retum or deliver any documents or other tangible items relating to such Confidential Information , if such return or delivery would directly violate any express provisions of an applicable order of a court of competent jurisdiction. It is the intention of the parties hereto that, in enforcing the provisions of this Section 10(b), a court may take into consideration, among other factors, each of the parties' interest in maintaining the confidentiality of such Confidential Information. Anything contained in this Section 10(b) to the contrary 4 notwithstanding, the provisions of this Section 10(b) are not intended to cover information, which is in the public domain or becomes generally known. (c) If either party believes that it has, or may, become legally obligated to disclose Confidential Information to a third -party not govemed by this Agreement, such party will provide immediate written notice to the other party so that it may intervene to attempt to prevent such disclosure. This Section 10 shall survive the termination of this Agreement. 11. Indemnification. (a) Each party shall indemnify, defend, and hold harmless the other party, and such other party's officers, directors, employees, and affiliates, from and against any and all liability, loss, cost, or expense (including, without limitation, reasonable attorneys fees), arising out of or in connection with the negligence or misconduct of the indemnifying party in the performance of its duties and obligations pursuant to this Agreement. (b) The party seeking indemnification shall promptly notify in writing the party from whom indemnification is sought of any claim asserted against it for which such indemnification is sought, and shall promptly deliver to the party from whom indemnification is sought a true copy of any such claim including, but not limited to, a true copy of any summons or other process, pleading, or notice issued in any lawsuit or other proceeding to assert or enforce such claim. An indemnifying party hereunder reserves the right to control the investigation, trial, and defense of such lawsuit or action (including all negotiations to effect settlement) and any appeal arising therefrom and to employ or engage attorneys of its own choice. (c) The party seeking indemnification may, at its own cost, participate in such investigation, trial, and defense of such lawsuit or action and any appeal arising therefrom. The party seeking indemnification and its employees, agents, servants, and representatives shall provide full reasonable cooperation to the indemnifying party at all times during the pendency of the claim or lawsuit, including without limitation, providing them with all available information under the control of the party seeking indemnification or its employees, agents, servants or representatives with respect thereto. This Section 11 shall survive the termination of this Agreement. 12. Medical Records. (a) Custodian. Concentra shall serve as the custodian of medical records created at the Onsite Center(s) during the Term of this Agreement. Concentra, while the custodian of medical records shall abide by all local, state, and federal requirements for such record retention during the Term of this Agreement. Client acknowledges that Concentra will provide copies of medical records to any third -party requestor (with the appropriate executed release from the employee/patient, court order as applicable, or as provided by applicable law). The below shall control the retention and/or release and delivery of medical records or data upon termination of the Agreement and Client's written request: (i) Upon the termination of this Agreement for any reason, Client shall execute a custodial agreement with Concentra and any new third -party medical provider ("New Medical Provider"), as applicable, to ensure all parties' compliance with applicable laws. Concentra shall provide Client with such custodial agreement for execution. Client shall be solely responsible for any expense related to the transfer of medical records, any retention required by law (including OSHA), any photocopies requested, or any records/data requested to be provided in an electronic format and/or transferred to the 5 Client or New Medical Provider(s). The records shall be inclusive of all historical medical records related to the patient population of the Onsite Center(s). (ii) The Client shall be invoiced for any production/conversion as a separate line item as a standard Service under this Agreement, which must be paid in full prior to the release of the final set of data requested by Client or New Medical Provider(s). If historical medical records were provided to Concentra by Client or any third -party, such historical records shall be provided to Client or New Medical Provider(s) in the same manner and condition as provided to Concentra. Upon payment by Client, the parties will make best efforts to deliver and/or transfer such records within two (2) weeks, or a mutually agreed upon date. (iii) If Concentra is replacing an existing third -party medical provided (a 'Prior Medical Provider") as part of a transition of service at the Onsite Center, Concentra shall become the medical record custodian as of the open for business date of the Onsite Center and all parties must execute a custodial agreement thirty (30) days prior to the Onsite Center Anticipated Open for Business Date to ensure all parties' compliance with applicable laws. Client shall provide Concentra written notice of the intended format and delivery of all records created to Concentra sixty (60) days prior to the Anticipated Open for Business Date. Such delivery shall include any medical records, required data, software applications previously used, and required data conversions proposed. Any fees associated with such transfer of the above materials from the Prior Medical Provider shall be at the Client's sole expense. (b) Access. Client is not entitled to access any patient medical records except to the extent minimally necessary to determine a workers compensation claim. Concentra is a "covered entity" as enumerated in 45 CFR §160.103. As a covered entity, Concentra may only disclose protected health information as authorized by and to the extent necessary to comply with laws relating to workers' compensation or other similar programs, established by law, that provide benefits for work-related injuries or illness without regard to fault. This Section 12 shall survive the termination of this Agreement. 13. Security Audit Rights. (a) For purposes of this Agreement, the term "Information Technology Resources° includes, but is not limited to, hardware, application software, system software, and information (data) used in conjunction with the Services provided at the Onsite, regardless of whether the Information Technology Resources are owned by Client or a third -party. The term "Information Technology Services" includes, but is not limited to, the management, operation (including input, processing, transmission, and output), maintenance, programming, and system administration of computer systems, networks, and telecommunications systems used in conjunction with the Services provided at the Onsite, regardless of whether the Information Technology Services are owned or operated by Client or a third -party. (b) All Information Technology Resources shall be sufficiently protected according to Concentra Security standards attached hereto as Exhibit I. (c) In the event that Client utilizes a third -party provider, including contractors or sub- contractors, to provide Information Technology Resources, Client shall ensure that such third -party providers agree to abide by the requirements of this Section 13. 6 (d) Upon reasonable advance written notice, Concentra reserves the right to perform security audits at the Onsite Center to evaluate the adequacy and compliance of Information Technology Resources and Information Technology Services as defined herein. Concentra reserves the right to use appropriate tools and technology to monitor, encrypt, or scan as appropriate. Concentra shall be provided reasonable access to premises and technology resources to verify conformance to the terms of this Agreement. Concentra shall be permitted to conduct these audits with its own resources, by securing the services of a third -party firm, or any combination thereof, solely at Concentra's election. Concentra shall have the right to copy, at its own expense, any record related to the Services performed pursuant to this Agreement. 14. Client Audit. Upon Client providing thirty (30) days advance written notice to Concentra, Client may inspect the books, procedures, and records of Concentra (excluding financial data and Confidential Information) to monitor compliance with this Agreement. Any such audit shall be at Client's sole expense. Client shall pay all reasonable fees incurred by Concentra to complete the audit (including, but not limited to, reasonable copy charges, and Concentra personnel to provide requested materials for such audit), to be invoiced as a separate line item on the next monthly billing statement as a standard Service provided under this Agreement. 15. Concentra's Personnel. (a) Concentra is solely responsible for the hiring, training, and performance management of all Concentra personnel at the Onsite Center. Client may provide Concentra written feedback regarding a Concentra personnel performance issue. Upon such feedback, Concentra will conduct an investigation of the applicable facts and circumstances. If Concentra determines that termination of such Concentra personnel is not warranted, then Client will be assessed the remaining monies due to such Onsite Concentra personnel including severance, benefits, and expenses related to the closure expense (if applicable) for the remainder of the current calendar year. (b) The severance payment required by subsection 15(a) shall be calculated at a rate of one (1) week's pay at the pro -rated staffing cost in Exhibit B per year of service at the Onsite Center, with a mandatory minimum of two (2) weeks' severance to be paid by Client. The severance payment shall be invoiced as a separate line item as a standard Service under this Agreement. (c) If, at any time during the term of this Agreement, Concentra is required to provide replacement personnel (the "Back -Fill Personner) at and Onsite Center due to scheduled or unscheduled absences of any Concentra personnel (which includes, but is not limited to, physicians, physician assistants, registered nurses, physical therapists, etc.) provided by Concentra at the Onsite Center, then Concentra will make its best efforts to utilize the personnel already assigned to that Onsite Center to provide such Back -Fill Personnel due to such scheduled or unscheduled absence. However, if Concentra cannot provide such Back -Fill Personnel equal to the position required from the already assigned Onsite Center personnel, then Concentra must request an agency or other available Concentra personnel to provide such Back -Fill Personnel equal to that Concentra employee absent to render the Onsite Center Services (which such Back -Fill Personnel must have equal or better credentials to the position vacant due to such absence). If Concentra uses such an agency or other Concentra personnel at a higher hourly rate, then the difference in the hourly rate associated with such Back -Fill Personnel will be invoiced as a separate line item to the Client on a monthly basis as a standard Service under this Agreement. 16. Performance Guarantees. Concentra and Client have mutually agreed upon the Performance Guarantees as shown in Exhibit F (the Performance Guarantees°). The Parties will review the Performance Guarantees annually and may only be adjusted upon the mutual written consent of the Parties. Concentra agrees to place Management Fees at risk as outlined on Exhibit F for the Term of this Agreement. Only the Management Fee described in Exhibit 8 will be deemed to be at risk under this Agreement. If Concentra does not meet the Performance Guarantees, then Concentra will credit the applicable amount following the annual review of the 7 Performance Guarantees. If Concentra exceed the Performance Guarantees, then Client shall apply such credit to Concentra within thirty (30) days' of such annual review. 17. Miscellaneous. (a) Entire Agreement; Amendment. All exhibits referenced in this Agreement (°Exhibits") shall be attached and incorporated herein. This Agreement and all Exhibits contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes any and all prior agreements, understandings, and arrangements, written or oral, between the parties hereto regarding the subject matter hereof. Only a written instrument executed by both parties may amend this Agreement. (b) Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been properly given: (i) when personally delivered; (ii) if sent via ovemight delivery by a nationally recognized overnight carrier, upon the delivery date; or (iii) if sent by United States mail, three (3) business days after deposit in postage prepaid, certified or registered mail, to the following respective addresses (or to such other address or addresses as either party may designate in writing): If to Concentra: Concentra Health Services, Inc. 5080 Spectrum Drive, Suite 1200W Addison, Texas 75001 Attn: Legal — Contracting (Onsites) With a copy to: Concentra Health Services, Inc. 5080 Spectrum Drive, Suite 1200W Addison, Texas 75001 Attn: If to Client: Attn: Copy to: (c) Adequate Assurances. If reasonable grounds for insecurity arise with respect to Client's ability to pay for the Services in a timely fashion, Concentra may demand in writing adequate assurances of Client's ability to meet its payment obligations under this Agreement. Unless Client provides such assurances in a reasonable time and manner acceptable to rights and remedies available, Concentra may in its sole discretion: (a) partially or totally suspend its performance of Services while awaiting assurances from Client, without any liability; and/or (b) require payment from Client in advance for Services not yet provided, without any liability. (d) Force Majeure. Neither party shall be liable for failure to perform any duty or obligation that either may have under this Agreement where such failure has been occasioned by any act of God, fire, inevitable accident, war, or any cause outside the reasonable control of the party who had the duty to perform. This provision explicitly excludes Temporary Shutdowns as set forth in Paragraph 5 of this Agreement, economic hardship, labor shortages, labor or employee reductions, fluctuations in market conditions, and insufficiency of funds as reasons a party may invoke this provision for failure to perform its obligations under this Agreement. (e) Waiver. The failure of either party to exercise or enforce any right conferred upon it hereunder shall not be deemed to be a waiver of any such right, nor operate to bar the exercise or performance 8 thereof at any time or times thereafter, nor shall its waiver of any right hereunder at any given time, including rights to any payment, be deemed a waiver thereof for any other time. (f) Assignment; Binding Effect. Neither party may assign this Agreement to any other person or entity without the prior written consent of the other party; provided however that Client acknowledges that certain professional Services to be rendered by Concentra may be rendered by a professional association affiliated with Concentra. Notwithstanding anything contained herein to the contrary, either party may assign this Agreement, without consent, to the surviving entity in the event of a merger or sale of substantially all the assets. Subject to the foregoing, this Agreement inures to the benefit of, and is binding upon, the parties hereto and their respective successors and assigns. (g) Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the parties shall, if possible, agree on a legal, valid, and enforceable substitute provision that is as similar in effect to the deleted provision as possible. The remaining portion of the Agreement not declared illegal, invalid, or unenforceable shall, in any event, remain valid and effective for the remaining Term unless the provision found illegal, invalid, or unenforceable goes to the essence of this Agreement. (h) Goveminq Law. This Agreement in accordance with, the laws of the state in which the Services are be e performed, without gad fl to conct/choiced by, and construed and rofdlaw principles. (1) Legislative Modification. Notwithstanding any other provision to the contrary: (a) in the event that any federal, state, or local law, rule, regulation, or interpretation thereof at any time during the Term of this Agreement prohibits, restricts, or in any way materially changes the method or amount of reimbursement or payment for Services under this Agreement, then this Agreement shall, in good faith, be amended by the parties to provide for payment of compensation in a manner consistent with any such prohibition, restriction, or limitation; and (b) with respect to any law, rule, regulation, or interpretation thereof which results in a material Increase in the cost of Services provided by Concentra hereunder, Concentra shall have the right to increase its fees to reach that level of prices at which it is willing to provide Services hereunder. With respect to any other prohibition, restriction, or change that causes this Agreement to be impermissible or materially different in its effect than contemplated herein, the parties hereto will, in good faith, negotiate and amend this Agreement to cause their relationship to be as consistent as possible with that which is created herein; if this Agreement is not so amended in writing prior to the effective date of said prohibition, restriction, or change, either party may terminate this Agreement upon advance written notice to the other party. (j) Corporate Authority. Each party represents and warrants that it has the requisite corporate power and authority to enter into this Agreement, to engage the other in the performance set forth herein, and to perform its obligations hereunder. The execution, delivery and performance by each party of this Agreement have been duly authorized by all requisite corporate action on the part of each party respectively. (k) Publicity. Each party shall request prior written approval for any advertising, written sales promotions, tours, press releases and other publicity matters relating to this Agreement or in which the other party's name is mentioned. However, either party may, without prior written approval of the other party, include the other party's name and a factual description of the work performed under this Agreement in its lists of references and in the experience section of proposals to third parties, in intemal business planning documents, in its annual report to shareholders, and whenever required for legal, accounting or regulatory purposes. (I) Agreement Structure. This the parties and eachAgreementarm's of the parties has agreed to the use of the particular language nth s Agreement tionThe betweenparties 9 further acknowledge that any questions of doubtful or unclear interpretations are not to be resolved by any rule or interpretation against the drafters, and that each party has participated in drafting this Agreement. Accordingly, this Agreement is to be construed without regard to the party or parties responsible for its drafting or preparation. (m) Counterparts. This Agreement may be executed in counterparts and delivered to each of the parties by facsimile. Facsimile, photocopy, or electronic signatures are deemed an original instrument, but all such counterparts taken together constitute on and the same agreement. IN WITNESS WHEREOF, the parties have agreed to this Agreement as of the Effective Date in the preamble. Concentra Health Services, Inc. Company: Signature: Client Signature: Title: Date: Client Title: Date: 10 EXHIBIT A SCOPE OF WORK rsowl 1. Location. Services provided at the followin . location: r tt fvo :41•1t g+ 2. Statement of Work. Occupational Health • Work-related injury and illness assessment ■ Examination and Management o DOT Physical o General Physicals • Medication and Injections ■ Laboratory Collection • Special Testing - Diagnostic: o Audiogram Acute Episodic Care • Common Illnesses • Upper Respiratory Infections • Headaches • Sore throats Primary Care • Medical Home • Chronic Disease Management • Routine Annual Exams and Screenings • Prescription Management ■ Preventive Care Travel Medicine Pharmacy Physical Therapy • Injury Evaluations • Job Specific Injury Care • Modalities Ancillary Services • Massage Therapy • Chiropractic Athletic Trainer Certified. • Basic Workplace Assessments • Design and Develop Retum-to-Work Programs • Ergonomic Assessments Wellness • Health Risk Assessment • Biometric Screening • Health Fairs 11 o Pulmonary function o Respirator fit • Drug and Alcohol Screens o Breath alcohol o Drug screens • Assessments o Injury Prevention Training o Ergonomic Assessments o Job Analysis • Sprains/strains/lacerations • Gastrointestinal complaints ■ Rashes • Urinary Tract Infection • Care Coordination • Lifestyle Medicine • Lab Draws • Immunizations • Manual Therapy • Therapeutic Exercises • Acupuncture • Prevention Strategies Associated With Body Mechanics • Stretching Programs • First Aid • Health Coach — Telephonic • Health Coach — Onsite i 3. Staffing: Concentra agrees to provide the following staff: Physician Oversight Center Medical Director Physician(s) Nurse Practitioner (NP) Physician Assistant (PA) Pharmacist Registered Nurse (RN) Cert. Occ Health Nurse (COHN) Licensed Practical Nurse (LPN) Medical Assistant (MA) EMT Physical Therapist (PT) Registered Dietitian Front Office Lead Back Office Lead Center Operations Director (COD) Health Coach 4. Hours of Operation: FTE Count Hours Per Week FTE Count Hours Per Week t 'The hours of operation set forth in this Exhibit Aare the general hours the Onsite Center will be open. Specific services may be offered at various times within the hours of operation as agreed to by the parties in writing and as adjusted from time to time. rida Saturda , Sunda 5. Holida 6. Eligible Participants: Employees Dependents Children (2-12 years old) Retirees Independent Contractors 7. Costs to Patients for Services at Onsite Co -Pay. Concentra will collect in advance the co-pay/insurance of $_ due for the Services provided. Third-PartyNil/inq. If there is any third -party billing provided Processing Fees All collected monies will be credited to the Client, less the $8.00 per patient processing fees. 8. Electronic Medical Records 12 New Year's Day ❑ Staffed Memorial Day 0 Staffed Independence Day ❑ Staffed Labor Day ■ Staffed Thanksgiving Day 1 Staffed Christmas Day ❑ Staffed 6. Eligible Participants: Employees Dependents Children (2-12 years old) Retirees Independent Contractors 7. Costs to Patients for Services at Onsite Co -Pay. Concentra will collect in advance the co-pay/insurance of $_ due for the Services provided. Third-PartyNil/inq. If there is any third -party billing provided Processing Fees All collected monies will be credited to the Client, less the $8.00 per patient processing fees. 8. Electronic Medical Records 12 13 102 EXHIBIT B PROGRAM FEE' fFEES"1 (01141W IMO Equipment & Supplies Technology/Software Licenses Travel Health Implementation Implementation Fee TOTAL START-UP COSTS Position Hour! y Monthly Annual fee Physician Oversight Center Medical Director Physician(s) Nurse Practitioner (NP) Physician Assistant (PA) Pharmacist Registered Nurse (RN) Cert Occ Health Nurse (COHN) Licensed Practical Nurse(LPN) Medical Assistant (MA) EMT Physical Therapist (PT) Registered Dietitian Front Office Lead Back Office Lead Center Operations Director (COD) TOTAL LABOR COSTS Clinical/Admin/Supplies Technology Fee Travel Health G&A Fee • Management Fee TOTAL ONGOING COSTS ESTIMATED YEAR 1 COSTS• • The table above is based on current estimates of scope and volume. Any scope or volume changes may require additional Fees • The actual implementation costs for supply and equipment cost vnll be dependent upon the facility size and configuration • Staffing will begin up to thirty (30) days prior to the Onsite Center opening and will be billed as incurred 14 Does not indude overtime, supplemental pay, holiday pay, on cat pay. or bonuses for Concentra personnel, whether requested by Client or deemed medically or operationally necessary for patient care wit be billed at current standard apptcable rates • Any mandatory re.certificalions necessary to stay in compliance (CAOHC, BAT, UDS, DOT, etc.), and any travel related to this ongoing training will be passed through to Client as incurred • Please note the amounts applied for requiting are estimated, actual cost may vary and estimate does not include placement cost from a resurling agency. If deemed necessary, will be passed through to Client at cost • Includes standard quarterly stewardship reporting. Any ad hoc reporting will be billed on a time and materials basis at 5185 per hour • Concentra mil hill labor, technology, and management fees to the District as a Oat monthly fee at 1/12 MIN annual rate. All other costs will be passed through as incurred. Our standard payment terms are net thirty (30) days. 15 EXHIBIT C INFORMATION SYSTEMS AND TECHNOLOGY 1. Concentra will provide, install, configure, manage and support all equipment and dinical software systems used by Concentra Personnel, and will be responsible for appropriate training therewith. Concentra will be responsible for an licensing, maintenance, scanty, and support of any workstations, equipment, and service required for intemet connectivity as follows: a. Connectivity: Applications require a fun separate Concentra network and will be installed. Concentra will provide an Internet T1 or greater connection for the Concentra applications and hardware. Client is responsible for the extension of the DEMARC (carrier hands off the circuit to Concentra) into the Onsite Center. Client will provide a furry network communication wired facility, induding ethernet drop points located in the ceiling for wireless access points, if applicable. Client will provide a labeled patch panel within two (2) feet of the network rade location. If Client desires to utilize ils existrg intemet connection which is dedicated to the Onsite Center, then Concentra shall install a security/network appliance (the ARUBA RAP) to oleate a secure IP sec VPN tunnel connection connecting to the Concentra network through the Client intemet in oder to connect to the required software applications to perform the Seances. Client assumes primary responsibdty for network performance and operation that impacts the Concentra Services at the Onsite Center. Client assumes responsibility for any data breathes on hs own network. b. Network/Electrical: The Onsite Center will include network and electrical pats above workspace counters in accordance with Concentra's specifications. If ports are located below workspace counter, Client will provide corresponcfng holes to drop device cables. fi Network drops are to be dearly identified and labeled with port numbers correlating with the patch panel. M. Two (2) network ports per device and two eledrical and network ports are to be no more than sixteen (16) inches apart and must be located greater than sixteen (16) inches from a water source (sink). iv. Adequate number of eledrical/network ports: Four (4) network ports per device and two (2) electrical outlets per workstation (1 workstation = 4 network ports and 2 electrical outlets). c. Space: Concentra will recommend the locations for all network ports based on hardware installation needs. determined either by site visit and/or clinic dagram(s). I. Administrative workspaces must have adequate space to accommodate the following equipment PC, monitor, keyboard, printer, scanner, and mouse, as well as space for the user to work. At a minimum, each administrative workspace shall be 28 inches (28') high, two feet (2') deep. and six feet (6') long. o. Exam rooms must have available empty wall space at least 24 inches (24') wide, floor to ceiling, containing network and electrical ports for wall- mounted workstations. tri. It is recommended that the network and electric ports be no more than four feet (4') away from any workstation space in order to use standard network cables and surge protectors as priced. d. Telecommunications: Client will provide all hardware and software for an Onsile Center phone system and IT support for the phone system. Further. Client will provide at a minimum the following items: • Separate phone and facsimile lines • Dedicated phone line for credit card machine for payment collection • Ability to transfer to any phone • internal Ines — select Concentra Personnel • Voice Mail — select lines e. Disposition Upon Termination: Upon termination of this Agreement, Concentra will retain an Concentra armed equipmentlhardware However, Client and Concentra may agree that such Dghal X-ray equipment (the 'X-ray') previously deployed to the Onsite Center is retained by the Client The X-ray and the accompanying CR PC will remain with the Client and Concentra will dispatch a third -party vender to the Onsite to regmage the CR PC and reload associated medial data to the device before final turnover of the X-ray tothe Client 2. Client will provide. install, configure, manage and support all equipment and clinical software systems used by Concentra Personnel, in sufficient quantities and locations as to accommodate the needs of Concentra Personnel, after consultation wdh Concentra, and will be responsible for appropriate training therewith. Client will be responsible for an licensing, maintenance, security and support of each workstation, equipment and service. Without limiting the foregoing, the parties shall provide as follows: a. Access: Client will provide Concentra personnel Internet connectivity through a Concentra workstation to access Concentra general corporate appicalons (including, but not failed to, timekeeping, email, and training). Client IT win whilelist htlpsilchsapps.concentra.com One gateway to Concentra's Citrix environment and other URLs as identified by Concentra as needed b. Equipment Concentra will provide hardware for one workstation (one personal computer and printer) for access to Concentra general corporate applications. c. Telecommunications: Client will provide all hardware and software for the Onsite Center phone system and IT support for the phone system. Further. Client will provide at a minimum the following items: • Separate phone and facsimile lines • Dedicated phone One for credit card machine for payment collection • Ability to transfer to any phone • Internal lines —select Concentra Personnel • Voice Mail — select lines d. Termination.Upon termination of this Agreement Concentra wi retain an Concentra.suppied IT equipment. 16 EXHIBIT D ONSITE CENTER SET-UP/PREMISES Client shall be responsible for the following, at its sole expense: ■ Client shall provide adequate and appropriate office and clinic space for medical services. Client shall provide written specifications for the Onsite Center, induding, at a minimum, the Onsile Center size, location, and layout. • If Client has an existing Onsite Center facility, then Client shall provide Concentra full access to such facility at least sixty (60) days prior to the Anticipated Open for Business Date to inspect the premises and determine if the facility meets Concentra's specifications to perform the Services and security requirements. Client shall be solely responsible for any required updates, upgrades, replacement systems, or medical equipment as may be necessary to perform the Services. • Client shall ensure that the Onsite Center meets all applicable federal, state, and local laws, regulations, rules, and codes related to the premises, including but not limited to zoning, land use, and land development ordinances, occupancy rules, and building and construction codes. Client must also ensure that the Onsite Center meets Concentra's written specifications; ■ Client must maintain the Onsite Center in good repair and working order and in compliance with Concentra's service standards (including, but not limited to, its interior, exterior, structure, and roof) and maintained in a safe and workman like condition. Without limiting the generality of the foregoing requirement, and by way of specific example only, Client shall keep the Onsite Center free of debris, ice, snow; ■ Client shall provide utilities (including electricity, water, heat, plumbing, and air conditioning), janitorial service, and other services in conformance with the written specifications provided to Concentra by Client • In the event any hazardous substance is discovered at any time in, under, or about the Onsite Center in violation of applicable law during the Terni then, provided such hazardous substance was not introduced into the Onsite Center by Concentra, Client will, at Client's expense, remove and dispose of such hazardous substance in accordance with applicable law and shall indemnify and hold harmless Concentra from and against any action under any federal, state, or local environmental law for the same. • Failure of Client to meet any provision of this Exhibit D shall be considered a breach of the Agreement. 17 EXHIBIT E MARKETING AND COMMUNICATION TBD EXHIBIT F PERFORMANCE GUARANTEES TBD 18 EXHIBIT G INSURANCE Concentra shall maintain, throughout the Term of this Agreement, at its sole expense, professional liability insurance coverage, or adequate self-insurance, with limits of not less than one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) annual aggregate. Where applicable, limits shall be in accordance with the Patient Compensation Fund Guidelines. Commercial General Liability Coverage: $1,000,000 per occurrence $3,000,000 general aggregate Concentra will extend Additional Insured status to Client as it relates to Services provided per written agreement. Automobile Liability Coverage: $2,000,000 combined single limit Concentra will extend Additional Insured status to Clients as it relates to Services provided per written agreement. Workers' Compensation Coverage: 1. Applicable state-mandated coverage; 2. Employer's liability coverage at the following amounts: a. Each accident $1,000,000 b. Disease (each employee): $1,000,000 c. Disease (policy limit): $1,000,000 19 EXHIBIT H ONSITE EQUIPMENT AND BUILD-OUT /DESIGN REQUIREMENTS TBD 20 EXHIBIT I SECURITY STANDARDS 1. Best Practices. a. Client shall adhere to commercially reasonable best practice standards related to information security. b. Client shall secure access to Client offices. c. Client shall provide periodic and mandatory Information Security training and awareness to its permitted employees and permitted subcontractors (colectively'Personner). d. Client shall limit access to information to the minimum necessary dataset required to accomplish the intended purpose or use. 2. Security Policy. a. Client shall develop and maintain a comprehensive Information Security Policy ('Policy'). Said Policy shall be reviewed whenever there is a material change in practices and not less than annually. b. Client shall have a designated employee or group of employees who shall maintain said Policy. c. Client shall monitor their Policy to ensure that the program described therein is operating in a manner reasonably calculated to prevent unauthorized access. 3. Access Control. a Client shall ensure that passwords are terminated upon the removal of Personnel from provision of the Services for any reason. b. Client shall nol permit access to Information via unsecured Wi-Fi IEEE802.11x wireless technology or any other unsecured wireless technology. c. Client shall appropriately secure Information or data to prevent any physical access by unauthorized users. d. Client shall control access to Information or data in a manner which prevents any access by unauthorized users. 4. Enterprise Vulnerability Management rEVM1, a. Client shall adhere to commercially reasonable best practice standards for patch management criticality ranking and patching lime frame requirements for all IT systems, switches, routers, appliances, servers, and workstation PC's. b. Client shall ensure that trusted, commercially available anti-virus software is installed, enabled, and kept current on all Client servers and PC's used in accessing, processing, transmitting, or storing, Information. c. Client shall implement trusted, commercially available, up-to-date spyware protection on all Client PC's used for accessing, processing, transmitting, or storing Information. 5. Transmission Security. a. Client shall encrypt all data, records, and files containing Information that will be transmitted wirelessly across public networks. b. Client shall require all transmissions of PHI to be secure and encrypted, including but not limited to: e-mail, web -mail, Blackberry e- mail and other mobile device e-mail, FTP, chat and instant messaging, and web services. 6. Device and Media Control. a Client shall properly dispose of any storage media containing PHI or Information, including those found in Multi -Function Devices, by purge ('Purge') or destroy ('Destroy) as those terms are defined in the National Institute of Standards and Technology ('NIST') Special Publication 80088, per all standards therein. For purposes of this section, the terms 'Multi -Function Devices' means an office machine which incorporates the functionality of multiple devices in one. Examples include a combination of some or all of the following services: printing, scanning, photocopying, faxing, and/or emaiting. b. Client shall implement encryption of any built-in or removable storage media in any Client controlled PC or other portable devices which may access, store, transmit or process Information. 21 Conten gra City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal A#tp+rhment C Certificate of Insurance March 14, 2016 Attachments AC— KL' CERTIFICATE OF LIABILITY INSURANCE DATE(MMIODIYYYY) 3/2/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. HOLDER. THIS BY THE POLICIES AUTHORIZED IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) 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 The Graham Company The Graham Building 1 Penn Square West NCAMEACT Purcell Unit PHONE 'aril Frt)• 215-567-6300 FAX Net 215-525-0243 E-MAIL PURCELL_UNIT@grahamco.com ADDRESS* Philadelphia PA 19102- INSURER(S) AFFORDING COVERAGE NAIC 8 INSURER A:Columbia Casualty Company 31127 INSURED CONCGRO-01 Concentra Health Services, Inc. c/o Select Medical Corporation 4716 Old Gettysburg Rd. Mechanicsburg PA 17055 rnvconr-ee ..'-...r.I..... __ .... --- INSURER B:Liberty Insurance Corporation 42404 INSURER c :American Guarantee & Liability 26247 INSURER0:Liberty Mutual Fire Insurance Compa 23035 INSURER E :Allied World Assurance Company, Ltd INSURER F : THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSUREREVISION NUMBER: D 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 A D A 8 B C E TYPE OF INSURANCE ADUL INSD SUbk WVD POUCY NUMBER x COMMERCIAL GENERAL LIABIUTY CLAIMS -MADE n OCCUR X Professional Lia X $1 M Claim/33M Ala GEN'L AGGREGATE LIMIT APPLIES PER. X POLICY n JE T1-1 LOC OTHER: Y Y HAZ 4032244581 POUCY EFF IMM/DD/YYYYI 6/1/2015 POUCY EXP IMMIDD/YYYY) 6/1/2016 EACH OCCURRENCE OMITS DAMAGE TO RENTED PREMISES (Ea occurrence) 51,000,000 5300,000 MED EXP (Any one person) $ PERSONAL S ADV INJURY 31,000,000 GENERAL AGGREGATE 53,000,000 PRODUCTS - COMP/OP AGG 53,000,000 AUTOMOBILE LIABILITY X ANY AUTO AALLL,rOSVNED O HIRED AUTOS X UMBRELLA LIAR EXCESS UAB Y SCHEDULEDMOT-OWNED AUTOS Y AS2-631-510199.035 6/1/2015 6/1/2016 COMBINED SINGLE UMIT (Eaacdden0 $ $2,000,000 BODILY INJURY (Per person) S BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) S S S OCCUR CLAIMS•MADE DED X RETENT ON 52,000,000 WORKERS COMPENSATION AND EMPLOYERS' UABIUTY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below HMC 4032235752 6/1/2015 6/1/2016 EACH OCCURRENCE 510,000,000 AGGREGATE 510,000,000 YIN N/A Y WA7-63D-510199.015 WC2-631-510199.025 6/1/2015 6/1/2015 6/1/2016 6/1/2016 X PER ER 5 E.L. EACH ACCIDENT 51,000,000 E.L. DISEASE - EA EMPLOYEE 51,000,000 Property Excess Liability ZMD0119116-00 CO23701-001 6/1/2015 6/1/2015 611/2016 6/1/2016 E.L. DISEASE - POLICY LIMIT 51,000,000 SEE BELOW 310M Each Occurrence S10M Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS !VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more spare Is required) UMBRELLA LIABILITY COVERAGE includes Excess General Liability on an Occurrence Basis and Excess Professional Liability on a Claims Made Basis. Both Coverages are excess of a $2,000,000 Self -Insured Retention each Occurrence/Claim subject to a $10,000,000 Aggregate. PROFESSIONAL LIABILITY COVERAGE includes Case Management Services including the rendering of case management or utilization review performed by insured for others. See Attached... CERTIFICATE HOLDER CANCELLATION CITY OF CORPUS CHRISTI, TX PO BOX 9277 ATTN: RISK MANAGER CORPUS CHRISTI TX 78469-9277 SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD ACOREP AGENCY The Graham Company AGENCY CUSTOMER ID: CONCGRO-01 LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 POLICY NUMBER CARRIER ADDITIONAL REMARKS I NAIC CODE NAMED INSURED Concentra Health Services, Inc. c/o Select Medical Corporation 4716 Old Gettysburg Rd. Mechanicsburg PA 17055 EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE NDIANA PHYSICIAN PROFESSIONAL LIABILITY COVERAGE - Continental Casualty Company - Policy #HAZ 4032244595; Effective ./1/2015-2016 - $250,000 Each Medical Incident/$750,000 Aggregate Per Insured or Surgeon NSAS PHYSICIAN PROFESSIONAL LIABILITY COVERAGE - Continental Casualty Company - Policy #HAZ 4032244600; Effective ./1/2015-2016 - $200,000 Each Medical Incident/$600,000 Aggregate Per Insured or Surgeon OUISIANA PHYSICIAN PROFESSIONAL LIABILITY COVERAGE - Columbia Casualty Company - Policy #HAZ 4032244614; Effective •/1/2015-2016 - $100,000 Each Medical Incident/$300,000 Aggregate Per Insured or Surgeon EBRASKA PHYSICIAN PROFESSIONAL LIABILITY COVERAGE - Columbia Casualty Company - Policy #HAZ 4032244628, Effective •/1/2015-2016 - $200,000 Each Medical Incident/$600,000 Aggregate Per Insured or Surgeon ENNSYLVANIA PHYSICIAN PROFESSIONAL LIABILITY COVERAGE - Columbia Casualty Company - Policy #HAZ 4032244631; ffective 6/1/2015-2016 - $500,000 Each Medical Incident/$1,500,000 Aggregate Per Insured or Surgeon SCONSIN PHYSICIAN PROFESSIONAL LIABILITY COVERAGE - Continental Casualty Company - Policy #HAZ 4032244659; Effective •/1/2015-2016 - $1,000,000 Each Medical Incident/$3,000,000 Aggregate Per Insured or Surgeon ROPERTY COVERAGE: Risk of Physical Loss or Damage to Covered Property subject to policy terms and conditions. ORKERS COMPENSATION - Occupational Health Centers of California, A Medical Corporation - Policy #WA7-63D-510199-045; Effective: /1/2015-2016 ORKERS COMPENSATION - Occupational Health Centers of Southwest, P.A. - Policy #WA7-63D-510199-055 and C7-631-510199-065; Effective: 6/1/2015-2016 DDITIONAL WORKERS COMPENSATION POLICIES: HC of Arkansas — Policy #WC7-631-510199-075; Effective: 6/1/2015-2016 HC of Southwest (AZ/UT) — Policy #WC2-631-510199-115; Effective: 6/1/2015-2016 HC of Delaware — Policy #WC2-631-510199-105; Effective: 6/1/2015-2016 FIC of Georgia/Hawaii — Policy #WC2-631-510199-175; Effective: 6/1/2015-2016 • HC of Illinois — Policy #WC2-631-510199-195; Effective: 6/1/2015-2016 HC of Louisiana — Policy #WC2-631-510199-095; Effective: 6/1/2015-2016 HC of Michigan — Policy #WC2-631-510199-185; Effective: 6/1/2015-2016 HC of Nebraska — Policy #WC2-631-510199-145; Effective: 6/1/2015-2016 HC of New Jersey — Policy #WC2-631-510199-135; Effective: 6/1/2015-2016 HC of North Carolina — Policy #WC7-631-510199-085; Effective: 6/1/2015-2016 HC of Southwest (KS) — Policy herapy Centers of Southwest 1,1 PA (OR)3PPolicy #WC2- 3151019ctive: 9 165; Effective; 6/1/15-2016 herapy Centers of South Carolina, PA - Policy #WC2-631-510199-155; Effective; 6/1/15-2016 overage is provided for all medical professionals employed or contracted by the above Named Insured, only while working for or on behalf of he above Named Insured. E: CHS IS BIDDING ON AN RFP TO PROVIDE ONSITE MEDICAL SERVICES UNDER # 103. ERTIFICATE HOLDER IS AN ADDITIONAL INSURED ON A PRIMARY AND NON-CONTRIBUTORY BASIS ON THE GENERAL (ABILITY AND AUTOMOBILE LIABILITY COVERAGES IF REQUIRED BY WRITTEN CONTRACT. RIOR TO A LOSS AND IF REQUIRED BY WRITTEN CONTRACT, WAIVER OF SUBROGATION IS PROVIDED IN FAVOR OF THE ERTIFICATE HOLDER ON THE GENERAL LIABILITY, AUTOMOBILE LIABILITY AND WORKERS COMPENSATION COVERAGES IF ERMITTED BY STATE LAW. CORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Concentra City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal Attachment Sample Performance Guarantees RAn...{, 1 A .1111C COncen;ra6 City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal Performance Guarantees The table below outlines examples of performance guarantees we can offer the City and is provided for informational purposes only, actual performance standards and metrics will be mutually agreed upon by Concentra and the City. SAMPLE *Performance Guarantee Program * (For Informational Purposes Only) Performance Guarantee Category. 1. Clinic Utilization Operations % of eligible patient types visited clinic. % utilization = # patients visit clinic/ # eligible participants in target population 2. Patient Net Promoter Satisfaction Question from Patient Satisfaction Survey: Score (NPS) How likely would you be to recommend this worksite to your co-workers? With scale 0- 10. 3. Net Patient Experience Satisfaction Rating (NPER) 4. Wait Time Communication 5. Wait Time NPS = % Promoters (score of 9 or 10) - % Detractors (score 0-6). Question from Patient Satisfaction Survey: How satisfied were you with today's visit? With scale 0-10. NPER = % Promoters (score of 9-10) - % detractors (score 0-6). Satisfaction Patient advised of wait time, if wait time existed. Satisfaction % of patients to be seen within a certain time period Concert .Ca" City of Corpus Christi, TX r RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal Sample Report March 14, 2016 Attachments Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Agenda 3 Program Summary 4 Engagement 5 i. Eligibility 5 ii. Participation 6 iii. Visit Details 9 iv. Satisfaction 15 a. Patient Comments 17 Clinical Overview 18 i. Occupational Medicine 18 ii. Primary/Urgent Care 20 a. Risk Factors 20 b. Diagnosis 24 iii. Pharmacy 27 Wellness i. Health Management Financials i. ROI 28 28 29 29 Recommendations/Next Steps 30 This report was printed on Feb 01, 2016 Concen Lra Confidential and Proprietary lc) Concentra Inc. All rights reserved 1r Agenda Date: Feb 2, 2016 Time: 1:30 — 3:30 pm Location: Dallas, TX Attendees: Employer: Concentra: Agenda 1. Onsite Program Review 2. Clinician Recruitment 3. Wellness Programs 4. Telemedicine Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 ARI Program Summary Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Program Goals The program goals for the reporting period are listed in this section. They can focus on a variety of topics from staffing needs, to increasing utilization, to adding new programs. Engagement This section provides an overview of the program successes for the reporting period, including events and initiatives that took place during the time period. Clinical Overview This section provides a summary of the clinical data and outcomes. Care Stories Included here are some patient success stories. Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Eligibility information is obtained directly from eligibility data you have provided. Depending on this data, it may include the total population, rather than site-specific sub -groups. P Current - Current period for which the report was created t. Eligibility by Gender and Age Group Prior - Same time period as the current but for the prior year Under 5 171 188 -9.0% 162 168 .3.6% 333 5 -17 593 639 -7.2% 574 621 -7.6% 1167 18.24 427 437 -2.3% 474 490 -3.3% 901 25 - 34 568 615 -7.61 639 704 -9.2% 1207 35 .44 495 515 -3.9% 458 505 -9.3% 953 45 - 54 464 491 5.51 496 523 5.21 960 55 - 64 415 426 -2.61 436 452 -3.5% 051 65+ 301 306 -1.61 300 303 -1.0% 601 Total 3434 3617 5.11 3539 3766 -6.0% 6973 25% 20% 15% 10% 5% 0% 2.5% 2.3111 )N='12.1 8.5 ` 8.2% 22.5% Con ran ,r 19.7% Eligibility by Gender and Age Group 6.8% G.1% 8.100 9.2% 7.1 6.6`, 6.7': 7.1 6.0 a (11 6. bb Eligibility by Gender and Coverage Type 20.6% O6 24.0% aec denhal . nd Pio ri t r1 (c) Cc r :entra 3n , Ail ri- hi5 r se red 6.1% 6.3 356 1260 927 1319 1020 1014 878 609 7383 4.3 1.3 7.1% .6.5% -7.4% -2.8% -8.5% 46.6% 5.3% -3.1% -1.3% 5.6% Jim L ii` Engagement Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Program participation helps measure employee engagement over time. Knowing who typically uses your onsite center, and who doesn't, helps identify programs that may need to be changed, or demographic groups that may need additional targeting effort. Participation by Gender and Age Group Male 1 Female Total Under 5-17 18 - 24 25.34 35 .44 45 -54 55 64 65+ Total 30% 20% 10°. 0% Current Prior % Change 26.8% 2 156 132 236 208 218 165 49 1166 1 143 123 233 257 261 206 54 1278 100.0', 9.1% 7.3% 1.3% -19.1 % -16.5% -19.9% 9.3% -8.8% Current 2 142 192 285 224 255 185 49 1334 Prior 0 130 131 292 230 275 229 74 1361 0.0% 9.2% 46.6% -2.4% -2.69. -7.39. -19.29. 33.8°. -2.0% Participation by Gender and Age Group T.? 4.4'- pAQ 28.5% 8.3 9A'. 8 Participation by Gender and Coverage Type 12.2% 15.2% c� a� 0 el° 10.2?. Cnncpn tra Confidential and Proorietary (c) Concentra Inc At rights reser=, Current 4 298 324 521 432 473 350 98 2500 6.6 4,- 7, 1 7.6% MOE go - Prior 1 273 254 525 487 536 435 128 2639 2.0. % Change 9.6% 300.0% 92% 27.6% -11.3% -11.8% -19.5'A -23.49: 5.3'A Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 This section delivers an overview of this quarter's utilization at the onsite center. Target Population Demographics Target Population # of Participants % Participants Average Age of Participants Under5 5-17 18-24 25 - 34 35 - 44 45 - 54 55 - 64 65 + Male 3,434 1,166 34.0% 38 0.2% 13.4% 11.3% 20.2% 17.8% 18.7% 14.2% 4.2% Target Population Utilization 3,539 1,334 37.7% 37 0.1 % 10.6% 14.4% 21.4% 16.8% 19.1% 13.9% 3.7% Total 6,973 2,500 35.9% 37 0.2% 11.9% 13.0% 20.8% 17.3% 18.9% 14.0% 3.9 % Li Utilization 35.9% Non -Utilization 64.2°" Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Using the eligibility data you provided, we have summarized center utilization by office location. You can identify the locations with the highest rate of utilization. Location Employer Location Overall Total L unC n Lrai Participation by Office Location Coverage T •e Dependent Employee Pending # Participants 687 1381 432 2500 Target Po ulation 3113 2942 918 6973 Participation % 22.1% 46.9 47.1 °o 35.9% Cann .rMILrrn: 1,rc cTricellrra inc. ilrrignis reserved. n.swibs• t Emnployerr Name Period for: Jan 01, 2015 - Dec 31, 2015 Reviewing encounter patterns helps drive program refinement, center staffing, and service offerings to maximize utilization. 1000 500 0 2000 Occupational Medicine 1500 1481 Primary Care Urgent Care Wellness 1000 825 665 683 500 498 346 439 139220 45 164 185 128 147 143 220 0 [El — El c: ED El 626 631 528 180 164 185 L Encounters by Service Type Current Occupational Medicine 664 749 Primary Care Urgent Care 559 565 Wellness 426 178 190 205 186 227 0- & 0- fltk Prior Service Type Occupational Medicine Primary Care Urgent Care Wellness Physical Therapy Other Totals Total Encounters for Reporting Period 741 11.8% 2670 42.6% 2078 33.2% 774 12.4% 0 0.0% 0 0.0% Prior fl 574 1503 3654 597 Prior % 9.1% 23.8% 57.7% 9.4 °l0 0 0.0% 0 0.0% % Change 29.1% 77.6% 43.1% 29.6°.4 0 0 6263 100.0% 6328 100.0% -1.0% Encounter – An interaction between a patient and a center staff member.' There may be multiple encounters within one visit. Confidential and Proarin_tar,; (c) Concentra Inc. All rights rese ved. it Engagement 10Sit Details Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Understanding how your employees use the center helps you refine your program and service offerings to drive engagement. 1000 500 423 Visits by Service Type Current El Occupational Medicine 748 Primary Care 621 629 659 Urgent Care 526 558 563 E Wellness 172 178 184 181 0. 20 47 41 D 0- 0'L 0'3 Ob 93 D 2000 Prior Occupational Medicine 1500 1472 Primary Care Urgent Care fl Wellness 1000 819 660 679 500 491 342 434 218158 123 0 ® 30Mr 33 27 26 Service Type Occupational Medicine Primary Care Urgent Care Wellness Physical Therapy Other Totals Total Visits for Reporting Period Current # 715 2657 2070 201 Current % 12.7% 47.1% 36.7% 3.6% 0 0.0% 0 0.0% Prior # 548 1485 3630 116 Prior % 9.5% 25.7% 62.8% 2.0% 0 0.0% 0 0.0% % Change 30.5% 78.9% -43.0% 73.3% 0 0 5643 100.0% 5779 100.0% -2.4% Visit —Any number or combination of service encounters rendered to a unique patient in a calendar day. n runts _ r� rnnfirinntial anti Prnnriornn. i, -i Employer Name %' Period for: Jan 01, 2015 - Dec 31, 2015 Tracking new patients and first-time visitors to the center is an important part of measuring engagement, as it helps determine the effectiveness of your outreach programs. 2.0 1.5 1.0 0.5 0.0 1.3 160 140 120 100 80 60 40 20 0 81 Cnnrpp Ira 1.7 99 Average Visits Per Patient by Visit Type 1.8 1.4 First Time Patients 86 117 11 106 Total First Time Patients = 876 128 Confidential and Proprietary (cl Concentra Inc. All riphts reserved. 1.8 a 136 as Current Prior 123 Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Identifying trends in utilization by time and day of the week helps you establish expectations around when your employees use the center, and how staffing may need to be adjusted accordingly. 30 2i! 24.6 22.5 23.2 20 10 0 1 Day Before 8 AM Mon Tue Wed Thu Fri Sat Sun 80 60°6 40% 20% 0 °'o 70.4% Mon _. oncenrfra 4.1 0.0 0.1 0.1 3.0 0.0 0.0 Average Visits by Day of Week 28.0 25.4 17.2 17.4 17.0 18.1 1 0.0 0.0 0.0 0.0 maw •*‘ Average Visits by Day and Time 8 AM to 11:59 AM 40.9% 59.1% Tue 13.5 9.4 12.2 8.2 9.1 0.0 0.0 12 PMto5 PM 7.4 12.3 11.6 8.2 4.8 0.0 0.0 After 5 PM Visit Trends by AM and PM 0.0 1.3 1.3 0.6 0.0 0.0 0.0 Unknown Time 0.3 0.3 0.3 0.1 0.1 0.0 0.0 Current Prior Average by Da 25.3 23.2 25.4 17.2 17.0 0.0 0.0 EI AM Midnight - 11:59 am PM Noon - 11:59 pm 71.4% 48.9% 51.1% 48.6°/° 51.4°f° 28.6% 0.0% 0.0% 0.0% 0.0% Wed Thu Fri Sat Sun Confidential and Proprietary (ci Concentra Inc. All rhts reserved Enga Visit Details Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Understanding how long your employees are typically at the center helps you drive expectations with their departments and managers regarding time away from work. Employees spend much Tess time away from work when they can visit a center onsite instead of traveling to see a local clinician. Wait Time Sign -in to Check-in a _ JO 35 30 25 20 15 10 5 0. 30 0' Total Time Sign -in to Check-out GO 50 40 30 7.20 10 0 oQ 39 42 6 Average Total Visit Time and Wait Time 34 8 Average Total Time in Clinic by Visit Type 29 34 30 33 27 Ga�e. ey e Jig Total Visit Time Wait Tinie 51 111 Current Prior 5000 4599 Patient Wait Times Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 4000 4010 ° 3000 2000 1000 1096 410 553 537 1 0 67 11 3 1.11108 23 5 a c •oc * Wait Time Not Applicable —This usually indicates a health coaching lunch and learn session, offsite screening, vaccination, or services provided during special events. Minutes • 0 15 16 - 30 31 45 46.60 > GO E. Wait Time Not Applicable Cumulative Wait Time by Patient — The total percentage of patients who experience a specific wait time. Wait times are typically grouped in `anges, such as 0-15 minutes. Wait Time Minutes Cumulative Wait Time by Patient Current Current # °jo Current Prior # Cumulative % Prior %Prior Cumulative 0 -15 4599 81.5% 81.5% 4010 69.4% 16 - 30 410 7.3% 88.8% 537 9.3% 31 - 45 67 1.2% 90.0% 108 1.9% 46 - 60 11 0.2% 90.1% 23 0.4% > 60 3 0.1% 90.2% 5 0.1% Wait Time Not Applicable 553 9.8% 100.0% 1096 19.0% 69.4% 78.7°'o 80.6% 80.9% 81.0% 100.0% Totals 5643 100.0% 100% 5779 100.0% 100% Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Convenience, economics, culture, quality of care, and quality of service all combine to drive employee satisfaction. Employee satisfaction is one of the most important factors in determining the success of a center. Patients with higher satisfaction scores are more likely to comply with their treatment plans, which can lead to lower absence rates and higher productivity. NPER (Net Patient Experience Rating) measures the patient's satisfaction level with his/her visit to the onsite center. Employer Location YIl Patient Satisfaction Rates by Location NPS (Net Promoter Score) measures the patient's likelihood of recommending the onsite center to another person. Overall Satisfaction Measures Period Current Survey Count 25 Wait Time Communication measures the percentage of patients reporting they were informed of a wait time upon check-in at the onsite center. NPER 97.6% 96.0% Wait Time Communication 96.0% ' r Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Wait time satisfaction measures a patient's satisfaction level with their expected wait time and collects responses into the categories of "better than expected," "acceptable," and "too long." 80% 70% 60% 50% 40% 30% 20% 10% 0% 68.O% Location Employer Location to Artran. ten Wait Time Satisfaction 28.0% Current Period Current Survey Count 25 4.0% Better Than Ex ' ected 68.0% Better Than Expected E Acceptable Too Long Acceptable 28.0% Too Long 4.0 % Confidential and Pronriotary tri rnnrvnt:A Inr All riahtc rpcprwpri Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Patient comments from the satisfaction surveys are included in this section. AV* 10411 04,�11i L! c7 Employer Nerve Period for: Jan 01, 2015 - Dec 31, 2015 Understanding the top diagnoses in your workforce can help identify areas needing change such as workplace behaviors and environmental factors. 41. Employer Name Top Diagnoses Prima Dia . nosis Injury And Poisoning - Sprains And Strains Of Joints And Adjacent Muscles Injury And Poisoning - Contusion With Intact Skin Surface Injury And Poisoning - Superficial Injury Endocrine, Nutritional And Metabolic Diseases, And Immunity Disorders - Other Metabolic Disorders And Immunity Disorders Factors Influencing Health Status And Contact With Health Services - Persons With Potential Health Hazards Related To Personal And Family History Diseases Of The Musculoskeletal System And Connective Tissue Arthropathies And Related Disorders Diseases Of The Musculoskeletal System And Connective Tissue - Dorsopathies Injury And Poisoning - Open Wound Of Upper Limb Mental Disorders - Neurotic Disorders, Personality Disorders, And Other Nonpsychotic Mental Disorders Factors Influencing Health Status And Contact With Health Services - Persons Encountering Health Services In Other Circumstances Referral Rates Referral Name Health Coach Referral Physical Therapy Referral Other Specialist Referral Orthopedic Referral Primary Care Physician Referral Others # of Partici • ants 39 % Participants 72.2% 20 37.0% 11 20.4% 9 16.7% 6 11.1% 9 16.7% Count 130 95 57 36 28 16 15 15 11 10 Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Understanding the top procedure codes used at the center can help identify risks and areas needing change such as workplace behaviors and environmental factors. Top 25 CPT Codes CPT Description 80100 - DRUG SCR QUAL MLT DRUG CLASSES CHROM EA PX 99213 - OFFICE VISIT EST EXPANDED 99204 - OFFICE VISIT NEW DETAILED 99214 -OFFICE VISIT EST DETAILED 99499. UNLIS E/M SVC 90471 - IMADM PRQ ID SUBQ.IM NJXS 1 VACCINE E0230.3 - COLD/HEAT-HOTKOLD KOMPRESS, 8 1/2X11 36415 - COLLJ VEN BLD VNPNXR 99203 - OFFICE VISIT NEW EXPANDED 90715 - TDAP VACCINE 7`GREATERTHAN YR IM 86703 - ANTIBODY HIV-1&HIV-2 SINGLE RESULT 73560 - RADEX KNE 1/2 VIEWS 87340.1 - HEPATITIS B SURFACE ANTIGEN (HBsAg) 72100 - RADEX SPI LUMBOSAC 2/3 VIEWS 80074 - ACUTE HEPATITIS PANEL 73562 - RADEX KNE 3 VIEWS 87340 - IAAD EIA HEPATITIS B SURFACE ANTIGEN 73030 - RADEX SHO COMPL MINIMUM 2 VIEWS 86706 - HEPATITIS B SURF ANTIBODY HBSAB E0230.2 - COLD;HEAT-HOT/KOLD KOMPRESS, 5X10 73600 - RADEX ANKLE 2 VIEWS 90746 - HEPATITIS B VACCINE ADULT DOSAGE INTRAMUSCULAR 80053 - COMPREHENSIVE METABOLIC PANEL 80076 - HEPATC FUNCJ PANEL 73620 - RADEX FOOT 2 VIEWS Others Total Conlcen'ra Confidential and Proprietary (c) Concentra Inc. All rights reserved Count 285 49.1% 110 18.9% 81 13.9% 62 10.7% 21 3.6% 20 3.4% 19 3.3% 18 3.1% 18 3.1% 18 3.1% 15 2.6% 11 1.9% 11 1.9°/0 10 1.7% 9 1.5% 9 1.5% 8 1.4% 7 1.2% 7 1.2% 7 1.2% 7 1.2% 6 1.0% 6 1.0% 6 1.0% G 1.0% 84 14.5% 861 100.0% Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Biometric markers are used to identify wellness programs that will yield the greatest health benefits to your employee population. On this page, we have included the biometric markers that typically have the greatest financial impact for organizations. Category Underweight Healthy Overweight Obese Morbidly Obese Total BMI Range BMI < 18.5 BMI = 18.5 - 24.9 BMI=25.0-29.9 BMI = 30.0 - 39.9 BMI 40.0 Body Mass Index (BMI) Current # 97 439 510 682 199 1927 Cohort- Patients who had a measurement recorded in the current period, who also had a measurement recorded in the prior 3 years for comparison. Category Underweight Healthy Overweight Obese Morbidly Obese Total BMI Range BMI < 18.5 BMI = 18.5 - 24.9 BMI = 25.0 - 29.9 BMI = 30.0 - 39.9 BMI 2 40.0 Health Condition Diabetes Metabolic Syndrome Hypertension Obesity Initial Visit 102 358 428 542 151 1581 Current % 5.0% 22.8% 26.5% 35.4% 10.3°', 100.0% Prior # BMI Cohorts * Initial % 6.5% 22.6 % 27.1 % 34.3% 9.6% 100.0 % 99 407 491 629 179 1805 Most Recent Visit 67 351 428 571 164 1581 Financial Impact of Selected Diagnosed Conditions Annual Estimated Medical Cost Per Person $6,649 $3,108 $2.002 $1,140 Participants Diagnosed with Condition 45 7 134 380 Prior % 5.5% 22.5% 27.2% 34.8 9.9% 100.0% Most Recent % Change % Change 4.2% 22.2% 27.1 % 36.1 % 10.4% 100.0% % Prevalence (Total Participants = 2500) 1.8% 0.3% 15.2 p r -2.0% 7.9% 3.9% 8.4% 11.2% 6.8% -2.2% -0.x% 0.0% 1.8% 0.8% 0.0% Annual Est. Cost $299,205 $21,756 $268,268 $433,200 Pri Clinical Overview '/Urgent Care - ®° Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 You can use biometric markers to identify high-risk populations in your workforce, and develop targeted solutions. Category BMI Range Normal Weight BMI = 18.5 - 24.9 Overweight BMI = 25.0 - 29.9 Obese BMI >= 30.0 Impact of Obesity - Hypertension Diagnosed with Hypertension Regardless of BP Reading Count All Others (Not Diagnosed with Hypertension) BP Low/Normal .4120/80 BP Borderline 120180 - mmHg _ 139189 mmHg Count Count % BP High Risk >_ 140/90 mmHg 5 30 1.7% 98 5.7% 0.3% 296 17.2% 106 6.2% 226 13.2% 181 10.5% 219 12.8% 407 23.7% Impact of Obesity - Diabetes Diagnosed with Diabetes Regardless of Fasting Glucose Results Count Category BMI Range Normal Weight EMI= 18.5 -24.9 Overweight BMI = 25.0 -29.9 Obese BMI >=30.0 oncen Lr- Confi Fasting Glucose LowlNormal < 100 mg/dl Count % All Others (Not Diagnosed with Diabetes) Fasting Glucose Borderline 100-125 mgldl Count 20 13.7% 0 5 3.4% 22 15.1% 5 35 24.0% 45 30.8% 9 16;11 3nrt {1Yt171rtu> 0.0% 3.4% 6.2% 12 38 98 0.7% 2.2% 5.7% Fasting Glucose High Risk>125 mgldl Count 0 0 0.0% 0.0% Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 In this section, you can learn more about the presence and trends of underlying factors that can lead to the diagnosis of chronic conditions within your workforce. MetS Risk Factors HDL Cholesterol Triglycerides Fasting Blood Sugar Blood Pressure Waist Circumference Factors Contributing to MetS Risk Definition Males < 40 mg/d1; Fernales < 50 mg/dl 150 mgrdl >_1001ngd1 130135 mmHg Males? 40 inches; Females? 35 inches * Cohort— Patients who had a measurement �` recorded in the current period, who also had a measurement recorded in the prior 3 years for comparison. MetS Risk Factors HDL Cholesterol Triglycerides Blood Pressure Waist Circumference Current 11 At Risk 91 73 39 386 71 Current Total Screened 192 192 185 1945 152 Current % At Risk MetS Risk Cohort * 47.4% 38.0% 21.1% 19.8% 46.7% Priori/ At Risk Prior Total Screened 49 35 11 431 30 88 90 90 1798 86 55.7% 38.9% 12.2% 24.0% 34.9% 85.7% 108.6% 254.5% •10.4% 136.7% Males < 40 mg/di; Females < 50 mg/dl >_ 150 mg/dl 130/85 mmHg Males? 40 inches; Females? 35 inches Initial Visit Initial Visit % Most Recent Visit 14 2.4% 10 1.7% 274 46.8% 9 1.5% MetS Risk Profile 15 15 312 12 2.6% 2.6% 53.3% 2.1% Low (0-1 Risk Factors) 627 Medium (2 Risk Factors) 17 in High (3-5 Risk Factors) 56 0.24' 0.9 % 0.5°U Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Tracking quality measures to ensure compliance with evidence -based guidelines helps with early identification of conditions that can negatively impact not only claims costs, but also productivity measures or presenteeism and absenteeism. Our clinicians utilize national standards for disease monitoring and preventive screenings to track patient compliance with appropriate health screenings. /Hypertension Compliance indicates that patients 18 years or older with a diagnosis of hypertension, who have been seen for at least 2 office visits, have had their blood pressure recorded at each visit. Diabetic BP Measurement Compliance indicates the percentage of patients 18-75 years of age with diabetes (type 1 and type 2), whose most recent blood pressure reading was <140/90 mm Hg during the measurement year "Smoking Cessation Compliance indicates the percentage of patients 18 years of age or older who were current smokers or tobacco users, and who received advice to quit during the measurement year. Cnm Iiance Compliant Non Compliant Total Hypertension 214 93.0% 16 7.0% 230 100.0% Diabetic BP Measurement Com ' Iiance Compliant Non Compliant Total Count Smoking Cessation Com '`fiance Compliant Non Compliant Total Count Percent 23 69.7% 10 30.3% 33 100.0% Percent 142 78.0% 40 22.0% 182 100.0% Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 As part of effectively measuring your employees' health, we track how often your employees are diagnosed with specific conditions. Tracking these conditions helps guide health management decisions. 60% 50% 40% 30% 20% 10% 0% Employer Name Top Diagnoses t r -ma . Jia iosrs z_ Q Endocrine, Nutritional And Metabolic Diseases, And Immunity Disorders - Other Metabolic Disorders And Immunity Disorders Diseases Of The Respiratory System - Acute Respiratory Infections Symptoms, Signs, And III -Defined Conditions Symptoms Factors Influencing Health Status And Contact With Health Services - Persons Encountering Health Services In Other Circumstances Diseases Of The Nervous System And Sense Organs - Diseases Of The Ear And Mastoid Process Mental Disorders - Neurotic Disorders, Personality Disorders, And Other Nonpsychotic Mental Disorders Diseases Of The Respiratory System - Other Diseases Of Upper Respiratory Tract Infectious And Parasitic Diseases - Other Bacterial Diseases Diseases Of The Musculoskeletal System And Connective Tissue - Rheumatism, Excluding The Back Diseases Of The Circulatory System - Hypertensive Disease 53.8°.. 30.99, Employer Name Top High Cost Conditions 19.1'S 8.3% 6.1'. 5.G% I ,.fount l 1347 1089 572 520 330 291 268 255 254 226 ©y`�i otAa 4s, r° goy o° `�5 a o� ov Q�� cc as >��� 5� cs-b 1 Cnn e f Ll! I7 n.„,—?tarr (c) Concentra Inc. All wed. Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Top 25 CPT Codes CPT Description Count )9214 - OFFICE VISIT EST DETAILED 3217 69.7% 39213 OFFICE VISIT EST EXPANDED 852 18.5% 17880 - IAADIAD00 STREPTOCOCCUS GROUP A 812 17.6% 16415. COLLJ VEN BLD VNPNXR 496 10.7% 15025 - BLOOD COUNT COMPLETE AUTO&AUTO DIFRNTL WBC COUNT 410 8.9% 10053 - COMPREHENSIVE METABOLIC PANEL 404 8.8% 11002 URNLS DIP STICK'TABLET RGNT NON -AUTO W 0 MICRSCP 329 7.1% 14443 - THYROID STIMULATING HORMONE TSH 272 5.9% 0061 - LIPID PANEL 237 5.1% 4439 THYROXINE FREE 234 5.1% 9204 - OFFICE VISIT NEW DETAILED 234 5.1% 7804 - IAADIAD00 INFLUENZA 209 4.5% 7804 - Influenza 209 4.5% 1020 - RADEX CH 2 VIEWS FRNT&LAT 205 4.4% 7088 - CULTURE BCT ISOL&PRSMPTV ID ISOLATE EA URINE 167 3.6% 6372 - THERAPEUTIC PROPHYLACTIC/DX INJECTION SUBQ/IM 130 2.8% 4640 - PRESSURIZED/NONPRESSURIZED INHALATION TREATMENT 108 2.3% :0230.3 - COLD/HEAT-HOT/KOLD KOMPRESS, 8 112X11 99 2.1% 3000 - ECG ROUTINE ECG W/LEAST 12 LDS W/I&R 96 2.1% 1003 - URNLS DIP STICKITABLET RGNT AUTO W 0 MICROSCOPY 96 2.1% 7086 - CULTURE BACTERIAL QUANTTATIVE COLONY COUNT URINE 89 1.9% 2947 - GLUC QUAN BLD 85 1.8% 3036 - HEMOGLOBIN GLYCOSYLATED A1C 85 1.8% 5018 - BLOOD COUNT HEMOGLOBIN 82 1.8% 7609 - ALBUTEROL, INHALATION SOLUTION. COM 81 1.8% )thers 1381 29.9% -otal 10619 100.0% nnf•rinn!i-,r +�• JL ,i Clinical Overview Employer Name Concen�a Referral Rates Referral Name Health Coach Referral Primary Care Physician Referral Orthopedic Referral Other Specialist Referral Gastroenterology Referral Others /1 of Partici • ants Period for: Jan 01, 2015 - Dec 31, 2015 634 % Participants 71.8% 125 14.2% 70 7.9% 63 7.1% 63 7.1% 317 35.9% Confidential and Proprietary (c) Concentra Inc All rights reserved Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Our clinicians prescribe generic drugs rather than brand name drugs when possible to help control pharmacy costs, while still ensuring quality Concentra Pharmacy Utilization Confidential and Proprietary {c} Concentra Inc AH rights reserved n Brand Generic lir WeIIr Employer Name Health Manab ., h:;ti Period for: Jan 01, 2015 - Dec 31, 2015 Health coaches work with your employees as educators and motivators, They provide workplace health promotion, health coaching, and educational seminars that encourage your employees to fully engage with their health. Employees can choose to consult with coaches in person or by phone. 60 40 20 100% 80°0 60% 4O% 20% 0' 10 25.0% 25.0% Conce n a 37 18.3% Encounters by Gender 6 0- 6.7% 27 11 Health Coach Session Type 22.5% 38.3% 16.7% 54 4 12.5% 14.2% >tary (c) Concentra Inc. All nghts reserved 25 Group Individual trW Financials ROI Analysis Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 This section provides an analysis of costs and estimated or actual savings to determine the ROI. Our ROI methodology includes both cost avoidance and productivity impacts. If claims data is not provided, assumptions are made based on industry data. Investment You 1 Year 2 Year 3 Year 4 You 5 51.rtup Clan 50 tiIA NIA NIA KfA MA111410PsIlAtamMrxtm:matCosta ar0 50 58 50 50 Acela Opo pang Cesta 5774,307 $707,536 5831,462 5846,106 1871,489 TotdEepenses 5774,307 5797,536 5821,462 5846306 $871,489 Est mate 15aviat . Year 1 Vail 2 Yaw 3 Year 4 Yex 1 Coal avoiddrmta 1r um PCP wits mautuiad In Sha ulm.ula mad'cvlLao las a5LIS rnpaedtoLha armraervitasat $116,192 $127,812 5140,393 5154,65: 5170.117 mask:[ Lust+. lust avoidance, h uta apaulyt wets Laptutad in the an. ailaeaatlicelmita ascoal:radtot'.esane =Mars at 14,016 58,318 $9,700 $10,670 511,736 rna'ket umati. Call a uidamo, hum E8 visits tootutad hi Uma await* ma[lul tram of Lump+ ud to Cha acme satvlias at 55,816 $6,398 57,037 57,741 58,515 nlooiat Latta. Cast aruliamKv hunt lab visits arptu rd in tlx utm•siial madul Ludas us Lamp+tai to Cha Uttar srlvitna at $41,272 545,399 549,939 $54,933 $60,427 matiat Lush_ Coat wuidammeu Ir um utitamll ca a vial V cart• rod hi the un -vita Comical craw as carroatad Cu ehr watt 5134,092 592,507 5101,752 5111,927 5123,120 aatvkas d Inaiiat Lusts. Cost ovuedartea hum didads alucathrm valla trots:all in Ilia unalta madkal canto m Lumptad Its 1ha lama $134,400 5134,560 5177,714 $214,406 55235,066 smokes d Inaliat Lusts. Cunt r,vldommce hum valuta sompala.11 m valla uptuted u alma anaita umlikat Lestor as 4C.. to 583,785 5102,102 5117,416 5135,030 $155,.285 the lana aalvitaa d market Coati_ Qat avoidance hum irwipetiossal Imadah vhha canna eel thea[ sr* manta =Hart es caupuicd to 522,240 $24,464 576,910 529,601 532,562 Cher lana aatvkas d tna:kat wars. Coal savings 4t um plase:my utlEhniuu 1 mei hotlm dltati dispanahpl as wool es & mmat k Luavatasun real 560,016 566,017 572,619 $79,88] $87,360 twine dolivaty arversio,L Cult saviayta hum akver tcriant, aastanhltt a 3 /rut dirtatanna ha haalmatd limn Iut cast jut, and (limas 5234,310 5257,743 5283,515 5311,867 $343,053 visit Cast seal -eta a uta Claim la:Justaall thwutli, Inulth Itnplumarnen Ito conk mos 001 iiield:nlk syne&uma. $27,603 $� 5130,68D $143.748 $1511,123 Total estimated miring'. 5822.139 5980,852 51,117,907 51.244,456 51,385.873 tmpto,er Kafurm on t8Yes[mtitt Year 1 Year 2 'Ow 3 Year 4 Yen 5 Med savin;s. 547,832 5183,316 $296,445 5398,349 $514,384 Rana st an mvaattnant lath: "sumpawd to L001 1.06 L23 1.36 1.47 1.59 c € s e -.c rra 2" I S -Year 8018, Savings Total Employer 01rea 5avitgs 51,440,326 ROI 1.33 Menthes Direct Saving 50 • r �sec:ohomendationsiNext Ste§ Employer Name Period for: Jan 01, 2015 - Dec 31, 2015 Recommendations Highlighted here are opportunities and suggestions to improve the effectiveness of the onsites and the programs and services. They can focus on outcomes, increasing efficiencies, adding programs, changing staffing and center hours to better address employee needs. Next Steps This section outlines next steps and their timing. City of Corpus Christi, TX • RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal p 4 !'rent F Sample Communication Materials On-site Clinic Campaign Options MONTH YEAR Table of Contents ca t 0 4- 0 N U) 0 0 U 0 4— 0 4— _NY to fi C as V fN/1 Q Q) 3 = O Ern Cl) E 'rn O N 0 C 4- a) a) o 0, a) aQ . C . N O � E0 E3 > U J O N O 0 0 E 0 4— N a) 16 w 0 C. a) 03 Cr O • N Ta c c a E N a a) 0 C .c a) • E to o >, 0 z. a) a) c 'i0 C� o a Value of communication materials ss services that are E E a) U O • A N as U U Y L O lav Y`8 u� 0 .°c 3 0 V ` CC O 0 'N C •G cC ai O '5 • O . O • C u) U a O tc CO O -G c= N N O L O c N N O O C co O N O'Op O'L Q) �- U O 0 O E) C co d L 0" d) > 2. 0. E O >, t6 Q 0 4) a a c •1. 73 O G -D 4- 4) a N O 0. N 0. d) Convey affordable access to health care using the on-site clinic Campaign A: Life never stops co c c LL cif m°52 § � $o= c 2 15 / ui 0Cii ���� o c co- k k 2 c E C § c c o \ E o .J E eL § rD 0 (DW 2 c - 7 o o > >, 0� 6� o 7 : @ @ k 0 @ ■ X2) 13 13 c2m� ■ 3 m 2 k® v m m p k C c § 2 2 / 7 .ED. .4) @ E @ c E� @ \ CL 2 S .a) @ .0 @ E @ 13X-22._ °= 2 �_.57 -1-d k Q — Q' . N — 2 .g cu e E Ci. 2 0 0> § @ � o cu c 3 2 mƒ £7 >2 @ 0 cuk e co a)_ ■ 0 2 � k15 § Campaign A: Life never stops f\� ;1H {\ ! 0!! "im 8H1 /': HH a/ i|}! ;!:' T. AILIAL } { l vhc m / co R �.o .- Wwcoo - E ■ O §q£ >, ¢ 000 O Eo O oE °o0- c g k� .) / 2 E D'aE2 U 0 oCL cn - : k§0 ■ w. 0 CC • R S 1— - a) ▪ � � t Rtkc C.)k"0_ D . 02 • ° E • o wE r k 2 / u±ate Uo-� IgE /k0 k 0 / .a £ 222Q) S c / ��- . E °) . m 0.0 ka) o0 Co 49. 0 0. § a /w LEw — S - ( 0 • � • 0 k 0. 9222?§ 2=uo • Q) 3 /co � @ % c Q CC fes§ o o \ III o) 7 c 3 o }1!| R $ $ 2 § o 0. h'i ! LL 5 ° o 7 @ _ 2 7i 3k2� @/�� / @ o $ o 1 ~� K x, (3.4).1"113 ! 0% a 2 % 0. §' a) 1�f ( 2o£_ °o= . I}} /> a§% d c c® as §. > ■ c o e 2 O = c » @ o « \ c G ' 3 0// 4 2-° k® 2 / k ° ° c LU E�ff3f��o 0 I § g . Campaign A: Life never stops Open house materials co alas o ;c_ Q• U CO) a) 16 1Z .— E E oo-c)(o Ec,,. • o '0 as 0) O 0 No N N UU v) 0) c a) U a) a) L c rz a) Q O c +. E U 0� iii iitji :1i'i1! i1;t1 w G ✓ • Ii11i !jillijiiiiillii fi"if Is II ;1111 iii lliii� °) w 1111: .111E rn o . • 1;11 1 1;1l117f' if'11 1 c a`) c °) N • �tjj ii ; ijjjij;i!i i'jj a l`ll c v 03 >, O U)i o N i .111111 ij giiiiillii '1,1!'11 = O ` -e a) `—' o - Q., =?1111: ti! E.ii1i:11ii: +:;111; E 0_ ..le,„ (0 0 ill c. } i ! 11'1ili1llii! 11111 1,'111 D (n N `) �. ca c rn ti i l!'1i I!!'t ilifllr ;'11'1 11Ii1 2 c c o c c ) a`) aoi E 1111 i 1:1111'1; li i'1 oO �u _ .11111 ?1111111ttii; lid: °1111) W moo Q) a O .Q O O �T a) 9. EL C) QU o -U 01)CUCU 00.00• • Em, .c_. a) >0 Ca) O (0 a)m W o _c W EO CU (0c o) (moo a 0o O L O=`o.�' cc -- (0 Z o,� -p (0 woo o = N a) 3 0) o 7 — >+ (0 a) (0c. L 0 U Q. (0 = 'c (0 0 0) O ._ E L o.I 0 O '= Q LL co • • L 0 Campaign A: Life never stops Open house materials 2 7 a, s _ 0 c ID L 2 o m LLJ =O U A 3 43 to oc a) a) > >. o o) a) o c N • J >. > C j CO Z a) N � a) N L- C t' 2m C .0 N en 0o2oa) 111 QC ala) 0 N- m N = O C) C .O C -O fn a) U C cp a) E C ." O — a a) .,.. O — „ti .ie- E12 co ..o • . Campaign A: Life never stops Open house materials 'E 7 o u) E e o %m 2 _k _ CL c = 2- as co cc E 'i a « : e 3� kf. f/f D E 2 @= 2 0@£ 3=@ «m— 55= LL» 7 R o c ± m @ ■ o as / § f % § E § ƒ =2 aa� k5cc 2� a2�.02al�k T §> E o 8 E k 22 o 5 Ew < 7 . . • c go £ .c ■ E E o[ea 2 2 @ « 2 i- . e o O of $ LL @ W> cu ±°v °S& E§ U\f $ ƒ'-2 kb$ 0. c o c 0 ocu P R2 a 2 Lit! § -jag o a /@. i 8 Campaign A: Life never stops Filthy Lifestyles !: J `8 411 0 z W J tU a•v.v_ U c c CJ) E U E� W o J `1 C ,cLJJ 3 0 0-� Z c _ N 'O J 0 N W_ a N I? 0 U to N m C 3 a) N 313 (6 0 (UCC a) a) 030o G G 0 0 4) •cawE 0.6 0 0 N V N Le Ce • d to the needs 0. 0.co N O N 0 c To c — U a O 0 •cu af0al o Op o. tyV N C 0 c U d) 0 ca 4) to > 0) c f0 `0. O E L 0 O O O 0 <t 0. 0 03 sa - N Q" C c0 'Nas E .a • U C = w O0 co in cf)C U C 00 inti) V 0 u) '- m .� 4 Q_ p. p- - C V N L. O C O u. Q. N =- 'a = t.- O X 7) c0 >+ C O W .E .a .o o -v Campaign B: Be well 11• .11; 0) G) c 'p L N t •0 C 0 I L -- U _ o Ili o rn 3 c .c �° 0V Gc? O •O c W L C E - O C C O {i.t i .i 1 J O G) N •c O CO N 1I.'. 1sS;f ti:. tilt iii o �'a U U O }:. ??l`t .S 'iii y ';'> V z _c C c cu ... c i1tjt:: !illi l:�i O U f0 C O •o O i- il• y iy l,f 1 O !ii yi;i yi ;I 1 1! ,1: f{y.t O �p G) = p G) +i ti11? yis? '+i1 {ilei I1 {_ 0 E E to O s 3 St1; :i,ir 'sf 1:1:i j;(f;,117o c`C C c p) c t+1 1 1 iii 1•1:l i1 .. C O c I•� ;,C' t!c:.;.:r:; :?.i .0 O o N u) 0 E'p to f ;1?t iih i{f'{ jtI`s{ 'i ci Q rn a` G) a U c j; i'tif 1` i 1= C O {)11l; GOj C O G) p O 1i �i 11111 !1I:t ADI ilii: i—C gE VcIn jj= I,i;: Q p czo ;ja{! ti_3? Z E O =- .'c.. N N VC y to Lu o o. N O C p C .= G) N = C- 9) O O w c 0 = E J .a I1-' O W U _!0 = U . . . N Concernars ` Campaign B: Be co co co E a O 0. 03 YIsm Q, 115 0CU I- LL , III Y , aw U ° o 2 c " -E m_ c u) U -v Eo 1./.1 (/) c • •..°•Q 00. p�w o Vc •0 > CO c' ZWo� cwa)o° • _; ,', O= 0 mss v, ju ai 1y Oo � •a.o woo ° u Q w Q O o al 'Si of17:13 CCZ 75, ,o o CN 63 W O = p"7 co o m v Q jtO OAititU$ C C •- z u, Q NCL a+ '- C •C1 to u �;yeti. •L T a E tom,. 0 tC �tf�f't s 1144 v° 1144:4 f _ kali#�3��it sifsi� 0 o c Q w ° V o .c � .c .5 y g c- ° i1 j Campaign B: Be well se materials a)` yam.. 0 t l s s. : s. s.; m 0 0 .0 ›. ,— ,.;;: iI.� iiiiiit„fit: 1t t v o 0 �- 0 c I- I. _o ll;i !: !f f, i'lft ii;l : V o > m o o. rli. . ;)isi1 C o U t r! i(1: ili.ti lilt!) j ` Q li. , iit i {:i '1 {i{.:{ al•.i W a) a) a) _c t i lti �ttlf': i=; j �ftff} �Itif! 0 (2 _c co o .n a) . ;fit }t,;� r; i ;):,i ii;ltiii' c w E o R ef11 iibi ,Il fls�f ltfij O O` (Ts Q N O E N to ii ii it i )) l;ii .; ;:,. a is coo o E >ai, 1. t., �fi}i � � 4) =O t1 a1- .c ,c E c — .1 si) co iv' •.5 0 ” ozi c -o > a) v c �. c o i cl- coO c,S Oo. E. c t� 1111 is ' i:!ill it • ; s' sli 11 ii ii iii, a :? sc cL_cC i 11 as m al .c •c is ' , 1 yliq c o c Wo •c,O c _ac Amt a) o)c a)-0 E.DO O as oi-0EZE— (1E c CO0=0 E E ) E"a0'0o a 0 o 2 `. .a0) 0 -ca E a8(6 U 42 W g Oao v) }tnc� 0 oEn o —) asoo (0 0 0 >. co coo I; o" '� rn E a) OO `~c oc >assto a)_ W o E •J »r * s rn m W Eo yc o. U) co a w 0) o N Ooo orn m ' co EQ - N E 2 Q 7.N � '� � o N o Z o o .,,,a' t a3 E o_ ih W VO 0+' E a)N (ci-N" fa a) c• w CD C _ 0340,415 co Q) 0 o ca= — a) " m E c E0 (4 O O O .c o 0 0 U 2 g EL a=V �mF—cna0 L- o 9[F Campaign B: Be well Open house materials cn 0 0 m2 k Rk - ° > o LLI " F-0 o (T) "5 - 2 « $ % Z 7CU g 0 Q E $ f 2® 17 o c m $ tom§ §02 O 03 c L$\@ E2 g�_o ��/�@§27 0) EkgE2 77/\3@a e = . LO Concen- ra Campaign B: Be well .•A H k 0 @4 0 -k o� �� 0.c$ 22k �al CD C Z ■ ■ 0 # o E III £ a a) •£ 2 E O g 15 o lo w E u) cl.- 2 z £ E k - ° 2 « » = o ° ta z. 00 2k � mkou-== 3k2 0 ° ■ 0 2 �k �/� 2w£ cC 5 £ ■ o O a_2 a) 2 ± 2 0 0 ■ Lu 7c • � k§ CD kc ƒ eco -£R cmc ��k�Rc -- CUL- [lD �°wk-82 o . Campaign B: Be well $ ƒ§§ Q S#G ,..| |/ M1 1| , A l I \ cr ) L _ -a 0 ..J§2E m Irp 0 mR#o W _ 2 £ @ 6CD w , 2 0 Z w 5 ) 2 © o 0 in 250* 111 /0.1,-; .0(0 0 2f k 0 § £ k $ k co u) k c E 0 - arC \E0 . E § o' 0 0 k Aƒ k P-4 Q2 - Health assessment (Biametric screening) 0 LL 0 co 0 >_ 0 a) �N t o� >s ca c. 7 `o .co ii ai.c O0)i Ori) •5., � V c .c 0 co> a) a) 6— CL c co "0 0 O) a) c cn C 'C O a_ -0 fa Q. •N �+ 2 E> C >° 2 (1) .... C U E N O a) O N t4 a) .c 1 U 0) N Q.. = N a. u- 0) ((0 WU C U A E L c -c j it c (0 . `) c O a) a) N O :..., = '03 SI--) L R) • O a `- •t-' (6 a Rj O L= N v E 0 0 = c 1- (0 (v m a) A 0 (D .c a) —0 CO Concentra- Concentra' City of Corpus Christi, TX • RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal Attachment G Concentra Financials Concentra Business of Humana Inc. Combined Financial Statements With Independent Auditors' Report For the Years Ended December 31, 2014 and 2013 pwc Independent Auditor's Report To Management and the Board of Directors of Humana Inc.: We have audited the accompanying financial statements of the Concentra Business of Humana Inc., which comprise the balance sheets as of December 31, 2014 and 2013, and the related statements of operations and comprehensive income, of cash flows, and of redeemable noncontrolling interests and invested equity for the years then ended. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Concentra Business of Humana Inc. at December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. March 16, 2015 PricewaterhouseCoopers LLP, 500 West Main Street, Ste.1800, Louisville, KY 40202-2941 T: (502) 589 6100, F: (502) 585 7875, www.pwc.com/us Concentra Business of Humana Inc. Combined Balance Sheets (in thousands) December 31, 2014 2013 Assets Current assets: Cash and cash equivalents $ 4,866 $ 5,717 Accounts receivable, net 114,240 118,474 Inventory and other current assets 17,084 19,743 Prepaid expenses 8,243 7,847 Total current assets 144,433 151,781 Property and equipment, net 195,186 187,124 Goodwill and other intangible assets, net 667,743 684,713 Insurance recoverable 36,047 38,595 Other assets 2,312 2,503 Total assets $ 1,045,721 $ 1,064,716 Liabilities and Invested Equity Current liabilities: Accrued compensation 48,511 56,235 Accrued expenses 32,342 39,013 Accounts payable 13,906 4,475 Current portion of professional, general and workers' compensation reserve 8,032 6,754 Total current liabilities 102,791 106,477 Deferred income taxes Professional, general and workers' compensation reserve Long-term deferred rent Other liabilities 63,141 37,693 15,329 4,283 79,438 40,737 15,782 4,216 Total liabilities 223,237 246,650 Noncontrolling interests - redeemable 28,116 28,189 Commitments and contingencies Invested Equity Net Parent Investment 789,304 784,884 Noncontrolling interests - nonredeemable 5,064 4,993 Total invested equity 794,368 789,877 Total liabilities and invested equity $ 1,045,721 $ 1,064,716 The accompanying notes are an integral part of these combined financial statements. 2 Concentra Business of Humana Inc. Combined Statements of Operations and Comprehensive Income (in thousands) Patient services revenue, net Capitated revenue Total net revenues Cost of services Gross profit General and administrative expenses Amortization of intangibles Loss on sale of assets Operating income Income tax expense Income from continuing operations Gain/(Loss) from discontinued operations, net of income taxes Net income Net income attributable to noncontrolling interests Net income attributable to the Company Other comprehensive income Comprehensive income attributable to the Company Years Ended December 31, 2014 2013 $ 931,923 $ 921,830 66,278 58,707 998,201 980,537 826,326 835,731 171,875 125,749 16,889 241 28,996 4,278 24,718 145 24,863 4,716 144,806 113,534 18,297 1,030 11,945 5,429 6,516 (312) 6,204 3,027 $ 20,147 $ 3,177 $ 20,147 $ 3,177 The accompanying notes are an integral part of these combined financial statements. 3 Concentra Business of Humana Inc. Combined Statements of Cash Flows (in thousands) Years Ended December 31, 2014 2013 Operating activities: Net income $ 24,863 $ 6,204 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of property and equipment 35,409 36,192 Amortization of intangibles 16,889 18,595 Provision for bad debt 16,379 17,986 Stock -based compensation 3,627 630 Loss on sale or disposal of assets 241 1,030 Deferred income tax (benefit) provision (14,150) 2,990 Changes in assets and liabilities, net of effect of businesses acquired and dispositions: Accounts receivable (12,145) (16,088) Prepaid expenses and other assets 3,688 (9,021) Accounts payable and accrued expenses (4,633) 20,416 Net cash provided by operating activities 70,168 78,934 Investing activities: Purchases of property and equipment (46,564) (60,669) Acquisitions, net of cash acquired - (5,790) Proceeds from the sale of assets 27 1,606 Net cash used in investing activities (46,537) (64,853) Financing activities: Capital lease repayment (410) (1,629) Distributions to noncontrolling interests (4,718) (3,161) Net Transfers to Parent (19,354) (9,559) Net cash used in financing activities (24,482) (14,349) Decrease in cash and cash equivalents (851) (268) Cash and cash equivalents, beginning of year 5,717 5,985 Cash and cash equivalents, end of year $ 4,866 $ 5,717 Supplemental disclosure of cash flow information: Income taxes paid, net $ $ Liabilities and debt assumed in acquisitions $ $ 183 Non-cash investing and financing activities: Property and equipment acquired through accounts payable and accruals $ 5,033 $ 7,883 The accompanying notes are an integral part of these combined financial statements. 4 o- 11.1 d w N d c ca N d L d c 0) 2 O V 0 z d .0 to d .0 N O CO c 4.9 73 C C E 00 a m 0C Nonredeemable 4a CA CI) (0 O F- O O M LO r` M (O 0 CO N. CO LO 0) N- e- v M -c,"3" tO 0 CO (0O O r` co co tO r• (0 Co to ' ' �-- r• r` ;r oo rn r• t` N CO O N. el - 00 CO CO 0) 0) e- M O O co co 0) 0) ' ' 0)) O~) ' -47 N L) CO CO CO Redeemable 00 tO (0 ' N N N N Balance, December 31, 2012 a) 0 Z a) w a) C U CA c c o rn c c CU 0 (0 E0c 0 0 0 0 0 0 .0 @ CO Z O 0 0 c 0) C , c c o 0. 0 O c U 0 0 a) 0) coas0 co .o (0 (0 0) 0 U 0 C C Z Z 0) o 00 N Balance, December 31, 2013 O M CO N - C'6 M (1) (0 w M 0) (l) c 0)v o a`�i o >. 67) N C o C. N. 0) p O c c U 0 0 0 0 c a) a) NC LI O.0 O UC t6 (0 o C fl O N •0 i 0 (0 CO N y o E E N O COL6 n C C O ri; to .. t Z 0 Z Z CO 00 Balance, December 31, 2014 Concentra' City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal Attachment H Leadership Team Qualifications 1457 NATCI-IEZ LOOP - COVINGTON, LA 70433 PHONE 713-542-6251 • TRANK20 a \ISIVCO\I KRIS TRONCOSO CAREER FOCUS With more than 15 years with the same company, I am a sales executive with a proven track record. A record demonstrating a consistent ability to accept and excel at greater responsibilities, create quality solutions for clients, develop relationships quickly, close business, effectively manage current business, negotiate pricing and successfully lead a sales organization. PROFESSIONAL EXPERIENCE February 2012 - present Concentra Medical Centers (national) Asst. Vice President, National Sales • Concentra Medical Centers is the nation's largest provider of occupational medicine/urgent care/wellness with 300+ medical centers and 200+ worksite medical clinics in 40 states • Executive, senior member of the elite sales team responsible for large national accounts • Sell urgent care medical treatment, workers compensation injury treatment, worksite medical clinics for employer locations, non -injury services - such as drug testing, physical examinations, OSHA- & DOT - mandated medical testing to employers, municipalities, workers' compensation insurance carriers, insurance brokers, consultants and third party administrators • Received the prestigious 2013 Humana President's Council award for highest sales growth over prior year for the elite sales team (+22%) - National Account Salesperson of the Year for 2013. • Domestic US travel comprises 30-40% of the position May 2009 —February 2012 Concentra Medical Centers (national) Asst. Vice President, Broker & National Sales • Hand-picked by Sr. VP of Sales to one of two high-profile corporate positions with insurance broker sales responsibilities throughout the Western half of the US • Sold worksite medical clinics for employer locations, in addition to wellness programs including Health Risk Assessments (HRA), Biometric screening services and vaccinations to insurance brokers, benefit consultants, employers, municipalities & third party administrators • Grew gross revenue by 400% over the first three years • All sales and leads are generated through relationships built by networking in the insurance broker, risk management, workers' compensation, environmental/safety/health, human resources and benefits industries, as well as cold calling. • Addition of 18 national employers to current workload in February 2012 to increase occupational medicine revenue and visits • Domestic US travel comprises 30-40% of the position • Concentra was acquired by Humana in December 2010 January 2008 — May 2009 Concentra Medical Centers (national) National Account ,Executive • Promoted to one of five high-profile corporate positions with sales responsibilities for 50+ Fortune 500 employers throughout the US, and their subsequent visit growth, revenue growth & revenue retention • Sold urgent care medical treatment, workers compensation injury treatment, wellness programs including Health Risk Assessments (HRA) and Biometric testing, non -injury services - such as drug testing, physical examinations, OSHA- & DOT -mandated medical testing and vaccinations to insurance brokers, employers, municipalities, workers' compensation insurance carriers & third party administrators ■ Successfully exceeded annual goal of $1.5 million increase in book of business • National sales leader in new product lines of Urgent Care sales and I-Iealth Improvement Programs, including Health Risk Assessments, Biometric Testing and Health Coaching. • Domestic US travel comprises 50-60% of the position July 2004 — January 2008 Concentra Medical Centers (TX & LA.) Area Sales Manager ■ Direct oversight of 15 sales representatives, as well as the visit growth, revenue growth & revenue retention of 15 occupational medicine clinics throughout Houston, New Orleans & Baton Rouge ■ Promoted to manage additional territory of New Orleans & Baton Rouge, LA in January 2006 ■ Houston market grew to $27.4 million from $20 million (37% increase) in gross revenue over my tenure • Houston market - 2006 • Largest injury & non -injury visit growth in the nation is 6.7% injury visit growth, 11.7% physicals visit growth & 14.5% drug screen visit growth vs. 2005 • 19.7% gross revenue growth vs. 2005 • Houston market - 2005 • -2.5% injury visit growth, 10.4% physicals visit growth & 7.7% drug screen visit growth vs. 2004 ■ 13.8% gross revenue growth vs. 2004 ■ Houston market — 2004 ■ 3.2% injury visit growth, 10.9% physicals visit growth & 8.4% drug screen visit growth vs. 2003 ■ 3.5% gross revenue growth vs. 2003 ■ Worked as one part of an Area Leadership Team, along with the Regional Medical Director, Area Physical Therapy Director and Director of Operations to manage, set policy/procedure and develop customer service standards for our markets (approx. $38 million in gross revenue combined) • Successfully transitioned 200+ customers of a $5 million clinic acquisition into the Concentra system ■ Relocated to Houston, TX to accept the position March 1999 — July 2004 Concentra Medical Centers New Orleans, LA) Team Leader of Sales /Health Services Manager ■ Responsible for business -to -business sales efforts of four occupational medicine clinics located in New Orleans, LA with more than $6 million in gross revenue annually ■ Surpassed weekly sales call minimum goals of 75 cold calls, which included 12 appointments, 7 new client closes and 28 maintenance calls for five consecutive years ■ Met all monthly goals of 12 new client utilization of the clinics (ranking #2 out of 230 reps nationally) for new revenue generated (approx. $500K) ■ Promoted to Team Leader of Sales for Louisiana territory in August 2000 — expanding sales leadership role to assist Area Sales Manager in managing and training Health Services Managers in the market January 1998 — March 1999 Purple & Gold Magazine (Baton Rouge, LA) Assistant Editor • Responsible for covering Louisiana State University and SEC athletics for Pnrple et Gold Magaijne, as well as writing feature stories, beat writing, editorial content & layout I. Promoted our weekly publication through weekly radio, television and public speaking engagements, thereby doubling subscription numbers & tripling circulation numbers for P&G Communications Inc. CONCENTRA AWARDS EARNED • 2013: National Salesperson of the Year (+22% growth); Humana's President Council member • 2004-2012: Concentra did not have recognition or award programs for Sales Managers, National Account Executives or Executives. • 2003: Health Services Manager of the Year — South Region (#1 regionally & 1 of only 5 reps nationally), Market of the Year — South EDUCATION Region (1 of only 5 territories nationally), Highest New Revenue Generated (#2 out of 230 reps nationally), HSM of the 2nd Quarter for Highest First Use Revenue, Sales Award of Excellence (SAE) for entire year • 2002: Highest Revenue Growth in Louisiana, Sales Award of Excellence for entire year • 2001: Sales Award of Excellence for 1st & 2nd Quarters (4 of 30 reps regionally), Client Wish List Usage Winner for South Region (#1 of 30 reps regionally), National Background Check Contest Runner -Up (#2 of 230 reps nationally) • 2000: National Silver Award for exceeding weekly sales goals for the entire year (11 of 230 reps nationally), National Leads Award for providing national business opportunities (6 of 230 reps nationally), Top Sales Performance — 15' Quarter, Outstanding Leadership Award — 151 & 2nd Quarters 1992-1997 Louisiana State University Baton Rouge, LA Bachelor of Arts in Mass Communication iv/ a Public Relations concentration ■ Minors: Speech Communication & History PROFESSIONAL ORGANIZATIONS (PAST & PRESENT) Port Louis Owners Association (Townhome Assoc.) Board Member (2008- 11), President of Delta Safety Society (2003-2004), 1st VP (2001-2002), 2nd VP (2000), Risk & Insurance Managers Society (RIMS), Associated Builders & Contractors' Programs & Activities Committee, American Society of Safety Engineers, Louisiana Association of Self -Insured Employers, Louisiana Association of Business & Industry, Louisiana Claims Association, New Orleans Claims Association, Jefferson Chamber of Commerce, and Jefferson Young Leaders Junior Chamber 'Jaycees) Charter Member INTERESTS & ACTIVITIES (PAST & PRESENT) Family-owned catering business with the New Orleans Jazz & Heritage Festival (30 yrs.), Co-owner of Fleur de Lis Development Inc. land developers, LSU football season ticket holder, Sand Volleyball recreational leagues REFERENCES AVAILABLE (ALL DIRECT SUPERVISORS) • Christi Coleman (former Vice President of National Sales, Concentra Medical Centers — Dallas, TX) — (817) 748-1208 • Renee Cowan-Aguiare (former Area Sales Manager, Concentra Medical Centers - New Orleans, LA) — (615) 390-2190 • David Mikula (former Vice President of Sales, Concentra Medical Centers — corporate office) — (214) 335-2441 Christine Royal 7 586-817-1610 Cell 8845 Galloway Ct Sylvania, Ohio 43560 Chris roval@concentra.com Professional Profile Seeking an opportunity to advance my career utilizing my 18 years of experience in occupational medicine, Urgent Care and quality improvement. I would like to draw on my experience in the quality improvement arena to assist developing a quality improvement department in the primary care business line. Professional Experience Concentra. Bingham Farms, MI 05/2012 -Present National Director Quality Improvement & implementation Field Operations • Direct oversight and management of Zone 011 Directors • Responsible for creating, piloting, implementing and compliance monitoring of operational improvement programs, initiatives and processes that will result in increased efficiency, cost reduction, improved customer service in coordination with other team and zone leaders. • Identify current operational processes and procedures and assess for improvement opportunities using continuous quality improvement methodologies • Work collaboratively with National, Zone, Area and Market leadership to identify and understand operational challenges that may require modification. • Maintain consistent and fluid communication with organizational leadership regarding center/Field findings, concerns and ideas relative to operational improvement ideas as well as providing consistent feedback relative to center/market compliance. • Field representative and operational voice in the management and oversight of new and existing initiatives that effect center operations Concentra, Bingham Farms, MI 2008-2012 Midwest Zone Director Quality Improvement & implementation Field Operations • Responsible for creating, piloting, implementing and compliance monitoring of operational improvement programs, initiatives and processes that will result in increased efficiency, cost reduction, improved customer service in coordination with other team and zone leaders. • Identify current operational processes and procedures and assess for improvement opportunities. • Worked directly with Quality Improvement & implementation team to streamline or alter processes to allow for improved efficiency, effectiveness and customer service. • Worked collaboratively with Zone, Area and Market leadership to understand operational challenges that may require modification. • Maintain consistent and fluid communication with Zone, Area and Market leadership regarding center/field findings, concerns and ideas relative to operational improvement ideas as well as providing consistent feedback relative to center/market compliance. • Field representative and operational voice in the management and oversight of new and existing initiatives that effect center operations. • Worked closely with all leadership at the center/area/zone levels, providing oversight and reinforcement of accountability and field compliance with projects, initiatives and implementation initiatives. • Identify best practices across organization and develop methodology for accelerating adoption across all entities. • Project manage center acquisitions, consolidations, closures, and denovos in concert with area and zone leadership. • Coordinate with Training Department to effectively roll out all new initiatives, programs, processes that effect center operations. • Coordinate internal non financial audits in centers in zone of responsibility. • Audit internal processes and procedures to further support compliance and efficiencies gained by respective operational programs and initiatives. • Christine Royal. 586-817-1610 CeII• chris_royal@concentra.com Page 2 of 2 Concentra, Bingham Farms, MI 2007-2008 Midwest Zone Urgent Care Manager • Work closely with all leadership at the center/area/zone levels to implement Urgent Care in Occ Med centers • Nationally Trained front line colleagues on new practice management systems that supported Urgent Care practice. • Worked closely with center level leaders to implement new Urgent care • Acted as Urgent Care resource for center/area/zone level leadership • Worked closely with Urgent Care CBO to ensure that maximum reimbursement was obtained for Urgent care services. Concentra, Bingham Farms, MI 2005-2007 Assistant Area Operations Director • Ensured compliance with all operational policies, procedures, and training programs, in all assigned Centers. • Assisted in monitoring operational and financial performance of all assigned Centers as defined in the budgetary process. • Reviewed and analyzes operating statements on a monthly basis to ensure center objectives are met. • Reviewed center operating systems and available operational reports to ensure ongoing process improvement. • Provided support to Center Administrators and support staff for compliance with regulations in various functions and processes in accordance with current company and/or other regulatory requirements. • Monitored, evaluated and recommended changes to procedures and policies to enhance service. • Coordinated all operational initiatives with all center leadership team members to ensure adequate support of Concentra's clinical processes. • Assisted Director of Operations in preparing and maintaining annual budgets for assigned centers. • Coordinated involvement of center leadership teams in the budget process in conjunction with other market leadership team members. • Interviewed, hired, counseled and disciplined according to established policies and in conjunction with the Human Resources department. • Facilitated the implementation of and ensures adherence to all corporate policies, procedures and initiatives. • Assisted the Center Administrator with the hiring, training and development of all support staff. • Hired, trained, and developed all Center Administrators for assigned centers. • Assisted Center and Market Leadership team members with resolution of client issues. Concentra Medical Centers, Atlanta, GA 4/2000-2005 (Novacare acquisition) Center Administrator Oversee daily operations of the center • Monitor patient flow • Account management • Customer service calls with clients • Daily cash deposits • Reconcile daily visit reports • Audit daily charges • Payroll • Accounts payable • Medical case closure • Financial/salary analysis • Monitor supply orders and inventory • Financial/Salary Analysis • Christine Royal• 586-817-1610 Cella chris royal@concentra.com Page 2 of 2 NovaCare, Atlanta, GA 06/98-4/2000 (Atlantic Health Group Acquisition) Center Administrator • Oversee daily operations of the center • Monitor patient flow • Account management • Customer service calls with clients • Daily cash deposits • Reconcile daily visit reports • Audit daily charges • Payroll • Accounts payable • Medical case closure • Financial/salary analysis Monitor supply orders and inventory Financial/Salary Analysis Atlantic Health Group, Atlanta, GA 4/95-6/98 (Company Acquired by NovaCare) Program Specialist Responsibilities: • Designed work hardening programs for patients • Performed HPE's • Performed FCE's Education University of Toledo, Toledo, Ohio BS Exercise Science/Concentration in Kinesiotherapy 03-95 References References are available upon request. 2025 Cherrywood Drive LaGrange, KY 40031 • 502-396-5561 • brandvmitche11000gmail.com Brandy Mitchell Background and Skills My goal is to establish full time employment in the healthcare field where my knowledge, skills and education can be utilized to benefit my employer as well as provide an opportunity for learning and growth. Practice Operations • Experience with managing operations and strategy for large multi-spedalty, multi -site and onsite physician practices. • Evaluate KPI's and trends to provide solutions to dose any performance gaps. • Overall responsibility for the routine business and clinical functions through administrative and clinical staff and services to ensure maximum utilization of resources and the efficient delivery of services. • Ensure practices are appropriately staffed to meet the needs of patients, physicians and clients. • Develop and oversee implementation and administration of internal practice policies and procedures. Fiscal Management • Management and budget of FTEs and operational expenses to ensure sound fiscal operations of the practices. • Lead financial and operational performance of assigned area. • Analyze finandal and practice activity reports. Perform financial analysis of P&L, plan corrective strategy and execute. • Assist in marketing and expansion related initiatives. Develop short and long term plans for revenue growth. • Identify practice/business development opportunities to increase market share. Leadership/People Development • Establish work procedures and standards to improve effidency and effectiveness of each practice. Ability to gain "buy in" from support teams. • Monitor and document performance of team members and site leaders. • Reward and discipline team members. • Create team member retention strategy. • Lead team on maximizing the customer experience. • Success in working with cross -functional teams. Experience 11/11 -Present Concentra Louisville, KY Director, Strategic Onsite Accounts • Strategic client support for high profile onsite accounts Area Operations Director, Onsite Accounts • Operational and strategic client support for Louisville market • Frequently selected as SME for various stretch projects • Moved to this role upon the spedfic request of key clients asking to have my focus. Frequently requested by clients to present on their behalf to their leadership regarding program strategy. Regional Worksite Director, Midwest Zone • Operational oversight of 40 onsite centers with various staffing models and services • Negotiate dient contracts, fiscal management, maintain client relationships • Telemedicine implementation and responsibility • Strategic partner of assigned clients for growth and expansion Center Operations Director, Humana Health & Well-being Center • Implemented successful clinical processes, staffing model and strategic programs 10/09-11/11 502-396-5561 •brandymitchelloQCagmail.com Brandy Mitchell University of Louisville Physicians -Department of Louisville, KY Medicine Practice Operations Director • Operational and fiscal responsibility for multi -specialty and multi -site practices: Primary Care, Rheumatology, Pulmonary & Sleep Medidne, Endocrinology, Cardiology, Gastroenterology, Infectious Disease as well as ancillary testing labs: Echo/Stress Lab, Pulmonary Function Lab, and GI Motility Lab. • Successfully manage support staff and support 80+ clinicians within primary care and 6 subspecialty groups 1/09-10/09 The Physician Group, JHSMH Louisville, KY Practice Manager • Press Ganey customer satisfaction scores from 75% to 93% • Team member satisfaction scores from 32% to 85% • Transitioned 2 orthopedic private practice groups with 9 total locations to employed network successfully 4/07-1/09 Clinic Manager • Developed marketing strategies to promote services of occupational medicine center • Oversight of both dinic and onsite locations in the assigned area • Revised staff structure to obtain better effidency BaptistWorx, BCHS LaGrange, KY Education Ashford University Online Program Bachelor of Arts, Healthcare Administration • Integrated leaming program reflecting the realities of the healthcare system. Explores topics such as: health administration, regulation and finandng, health care planning and health policy. Xavier University Associate of Science, Radiologic Technology • Clinical education was completed at Good Samaritan Hospital. Dixie Heights High School International Baccalaureate Program • Rigorous college prep program with a variety of accelerated courses designed to create a well-rounded student as well as reward dedicated students with completing college curriculum early. • College level course requirements were completed at Thomas More College. Cincinnati, OH Edgewood, KY Certifications • Strategic Organizational Leadership Certification- SOLC Management and Strategy Institute • Project Management Qualified-PMQ Management and Strategy Institute Laura Sanchez 223 Continental San Antonio, TX 78228 210-378-3079, lsgetnini612@ vahoo.com ***Experienced LEADER*** EXECUTIVE SUMMARY Dynamic, professional seeking to leverage 15+ years of extensive experience in the entire gamut of operations management, human resources management and customer service. Keen leadership skills and management abilities, as well as excellent problem solving, team building, and decision-making skills. o Key areas of expertise e •Ability to read, write and speak Spanish. •Extensive experience in multi -site management across the nation with a successful proven track record with "tum - around" situations in team performance & culture. "LEAD BY EXAMPLE" management style. •Strong work ethic who continuously promotes a positive environment. •Clearly understands and has extensive experience in a "sales through service" environments, call -center environments and fast -paced environments. •Ability to provide quality management by demonstrating commitment and enthusiasm to exceed client expectations and ensure service level agreements are clearly understood. •Ability to build commitment and leadership to establish a professional atmosphere of trust and support. •Ability to set a model for employees that reflect the highest ethics, integrity and standards of excellence. •Ability to manage diversity and demonstrate commitment to company efforts to achieve a diverse workforce. •Ability to direct, plan, supervise, coordinate and evaluate the work of subordinate personnel in an effective manner •Ability to establish and maintain effective working relationships with departmental managers, administrative staff, referral sources and the general public. CAREER PATH Regional Director of Operations 2012 -present Bestica, Inc. (Nationwide) •Report directly to the President/CEO and serve as the interim in his absence. Manage the day to day operations of our local corporate office in addition to our staff located at our satellite offices across the nation with a focus on the systems and procedures required to accomplish the company's mission and goals. Establish and implement departmental goals, standard operating procedures, policies and process improvements to maximize efficiency, improve profitability and increase productivity. Formulate policies, managing daily operational activities and planning use of materials and human resources toward maximum productivity while determining needs, reducing costs and analyzing areas that require improvement. Manage and maintain company compliance and policies as well as the company certifications to ensure that an active and compliant status is maintained. Responsible for all functions relating to Human Resources such as recruiting, performance management, employee development & training, compensation, benefits, payroll and performance. •Manage the entire lifecycle of our commercial and government customers. Foster customer loyalty through high- quality interactions at each step. Responsible for resolving any customer issues or concerns timely to ensure customer retention and satisfaction. Manage and increase the effectiveness and efficiency of support services (HR, IT, accounting, vendor management, etc.) through improvements to each function as well as coordination and communication between support and business functions. Assist in hiring, training and setting goals and metrics for the team while ensuring accountability by conducting meetings weekly, monthly and quarterly to perform account reviews. Assist in the supervision of our staff and provide on-going feedback and recommendations to the team relating to their performance. Establish performance goals, monitor performance, promote positive energy and support all departments to meet goals. •Regularly assess how our organization's sales, marketing and service departments work together to deliver seamless customer service. Continuously work with our team to understand, define and refine our customer base. Gather customer feedback, analyze it and design specific practices to put into place so that customers benefit while profits improve. •Oversee monthly and quarterly assessments and forecasts of organization's financial performance against budget, financial and operational goals. Assist the CEO in developing long-range forecasts and maintaining long-range financial plans. Oversee short and long-term financial and managerial reporting to include monthly, quarterly and annual reports. Direct and assist in annual budget creation and process planning for the organization's annual budget with the CEO. •Develop and manage contractor, vendor and government contracts in its entirety to ensure compliance. Manage vendor accounts to include accounts payable/receivable while also providing ongoing support by visiting key clients as needed. Manage and maintain current business relationships as well as assisting in developing and capturing new business to ensure continued growth. Extensive interface with clients to ensure client satisfaction. Key areas: operations management, customer service, all HR functions, vendor management, contracts management, business development both in the commercial & government sectors, accounts payable/receivable and safety and compliance. Travel as needed. Branch Manager III 2009 — 2012 Apria Healthcare Services (San Antonio, TX/Austin, TX/Victoria, TX) •Manage all aspects of healthcare/clinical & business operations in a clinical setting of high volume multi -site locations to include patient care management ranging from infant children to geriatric patients, branch management, staff management, and revenue cycle management. Manage client care organization to include any new or existing clinical programs to accommodate our patients & clients' needs. Responsible for planning & developing the entire branch's operational structure policies and procedures. Responsible for all departments of the branch to include clinical, customer service, logistics/fleet management, facility management, safety & compliance, as well as P&L responsibility for each branch to support the growth and development of the branch. Facilitate ongoing maintenance & repairs of each site's equipment and facility with frequent communication/follow up with all vendors. •Support the branch's financial management by frequently reviewing financial reports, managing par levels and inventory control, payroll completion and billing. Manage and oversee the ongoing functions of the branch while also providing sales support by collaborating with the sales team to identify & pursue new business opportunities. Direct, coordinate and administer the overall development of the branch while ensuring sales and margin targets are met. Responsible for a staff consisting of customer service specialists, respiratory therapists, clinical liaisons, patient service technicians, delivery technicians, supervisors, managers and account executives. Actively participate in procurement of external business while maintaining relationships with existing customers for continuation of repeat business and/or referrals for new business. •Ensure proper staff and branch compliance with federal and state regulations. Achieve all annual core product goals to ensure profitability of product mix. Ensure all regulatory requirements are met and compliant to ensure that audits/inspections are passed. Develop a competent, committed and confident workforce that consistently meets or exceeds performance expectations. Ensure that an excellent customer experience is delivered consistently to include high quality patient care. •Responsible for the onboarding process: hiring, terminating, assessing and managing performance, developing, training and managing branch employees. Effectively communicate the company's standards of practice and measure performance accordingly. Responsible for coordinating patient emergencies outside of normal work hours while minimizing any form of premium overtime pay. Accurately manage submission of payroll for non -exempts. Supervise and manage issues and concerns involving employees, patients, doctor's offices, hospitals & referral sources. Travel as needed. Area Operations Manager 2007 — 2009 Pitney Bowes Management Services (San Antonio, TX/ Austin, TX) •Responsible for the day to day operations of multi -unit departments in several sites. Provide onsite support services for the customer in a hospital environment which include materials management, facilities management, forms management, mail -room operations, inventory control and reprographic services for a large hospital system (4 hospitals) and for a large reputable insurance company (4 sites). •Coordinate and manage the maintenance of fleet vehicles for each site as well as facilitate ongoing maintenance & repairs of each site's equipment and facility with frequent communication/follow up with all vendors. Maintain constant contact with vendors to ensure contract compliance, proper billing and timely execution of orders. Sit as co- chair, recorder and point of contact for the Forms Committee as well as manage and maintain the minutes of monthly meetings. Plan, organize, manage and direct activities and/or tasks related to the overall operation and objectives of each site. Provide ongoing analysis and evaluation of services provided as well as employee performance to establish activities aimed at continuous process improvement. •Ensure that policies, procedures and guidelines are met while maintaining contact with the administrative and medical staff including physicians to ensure compliance. Maintain a high level of client contact, develop site personnel and maintain a cost effective and profitable site operation. Provide leadership, direction and motivation to all team members while providing quality service and ensuring customer satisfaction. Responsible for the financial budget of each site while continuously seeking new business opportunities. •Responsible for the onboarding process: Interview, select, hire and train new personnel; evaluate work performance of subordinate personnel and recommend personnel actions such as merit increases and promotions; resolve disciplinary matters and counsel with staff as necessary. Schedule employees' workload, maintain attendance and evaluation reports on all staff •Assist with a variety of special projects. Closely monitor and evaluate staff performance through observation and daily performance reports. Solve complex billing issues for the customer as well as vendors. Implement, enforce and maintain established departmental policies, procedures and objectives. Review performance in area of supervision in relation to established goals; assist in implementing changes to affect continual improvement in services provided. Responsible for the administering, directing and coordinating all operational, administrative, financial, personnel, clerical and purchasing activities of multi -sites. Maintain the highest levels of customer satisfaction while providing world class service. Travel as needed. Regional Director of Operations 1995 — 2007 Freeze Frame, L.L.C. (Nationwide) -Extensive experience in fast paced, multi -site operations management requiring high quality guest experience with financial performance accountability. Responsible for the entire process from opening a new location to closing a location. Manage multi -sites in different locations across the nation with over 250 direct and indirect reports with high volume sales at each location. -Manage daily, weekly and monthly budgets, sales reports, payroll, inventory and schedules for all locations. Maintained and ensured high levels of customer satisfaction while exceeding goals relating to sales, profitability and operating costs. Managed and maintained merchandise and inventory for each site by ensuring that proper levels of inventory were provided to each site. Maintained high levels of contact with customers as well as vendors to ensure timely arrivals of merchandise/inventory. Worked with outside organizations and provided managerial & logistical support as needed. -Manage and lead the recruitment process for multi -sites. Interview, hire, train, develop, discipline, mentor, coach and motivate all new and existing staff members including managers and supervisors. Perform monthly evaluations on each team member with possibilities of promotions and merit increases. Instruct, educate and guide new and existing managers with HR company policies, procedures and methods of practice including benefits. Managed & evaluated regional performance through sales, operating cost, inventory shrink, labor cost and other data analysis. •Responsible for contract administration, event coordination and activities of all services performed. Responsible for planning and managing multi -sites from the ground up which included ensuring an adequate location as well as all aspects of facilities management (Le. repairs, maintenance, electrician, plumbing, etc.). Assisted in ensuring that each site met standards by inspecting and surveying areas. Responsible for ensuring that all sites were properly maintained and enhanced where needed. •Responsible for alt areas and aspects of customer services as well as any loss prevention, customer or employee issues. Ensuring that quality service is provided while maintaining customer service at its highest standards. Responsible for making certain that sales met and/or exceeded budget while maintaining labor and costs below budget. Responsible for the timely collection of any owed balances from customers. Expert in re -building problematic sites to ensure and maintain a successful operation. Overall, manage, lead, guide and maintain each site along with its employees. Heavy travel. COMPUTER SKILLS -Microsoft• Office/Outlook/Excel/Power Point •Lotus Notes •Taleo •ACIS •Radix(EMR) •Meditech •Sharepoint •Quickbooks & PayCycle •Order Pro •Content Manager (EMR) EDUCATION •High School Diploma o Associates in Applied Science Rainbow Hills Baptist School, San Antonio, TX San Antonio College, San Antonio, TX •Six Sigma Green Belt Training o Bachelor's Degree- pursuing •PHR Certification — In process REFERENCES Available upon request David P. Wasserman, DO 1927 Lohman's Crossing, Suite200 Austin, TX 78734 512-263-1988 docdpw@gmail.com Summary ofQualifications • Physician in private practice for 10 years. • Board certified in Family Practice 1999 and recertification 2007. • Proven skills in medical diagnosis, care planning and preventive health maintenance. • Solid experience in business operations, including personnel management, contract negotiations, cost management and budgeting. Professional Experience Concentra Urgent Care • PRN physician • 2012 - Center Medical Director — Round Rock • 2013 - Promoted to Assistant Medical Director — Austin and Waco • 2015 - Promoted to Director of Medical Operations — Central, South, and West TX February 2011 - Present Family Practitioner / Urgent Care April 2007 -Present Lake Travis Medical Center • Sole owner/operator of urgent and family care private practice. Focus on the immediate and ongoing health careneeds ofthepeople in theLakeway area. Family and Urgent Care Physician Contractor March 2004 -April 2007 David P Wasserman, DO, PA • Established a new professional association for the purpose ofmaking myself available as an independent contractor. • Secured full-time contract employment as an independent physician, providing excellent medical care in several urgent care centers in the Austin area. • Focused on learning the business operations of an urgent care medical practice. Medical Director of Quality Round Rock Medical Center, Round Rock, Texas • Participate in reviews of hospital policies and procedures. March 2004 -October 2004 • Work with established quality management teams; liaise between committees on quality -related issues. Occupational Medicine Physician St. David's Occupational Health Clinic, Austin, Texas • Evaluated and treated patients suffering with job-related health issues. July 2002 —December 2003 • Developed plan of care for each patient, focusing on returning patient to work as quickly as possible. • Performed pre-employment physical examinations, drug screens, and immunizations. Associate Clinical Professor March 2000 -Present University ofNorth Texas Health Science Center, Fort Worth, Texas • Mentor 2""- through 4" --year medical students in primary care in a clinical environment. • Focus teaching on efficient medical history taking, problem -oriented diagnosis, treatment and follow-up care. Family Practitioner July 1999 -March 2004 Cornerwood Family Medicine Associates, Austin, Texas • Established and operated 2 -physician practice, growing patient base to over 6000. • Directed 12 -person staff in daily operations. • Renegotiated contracts with insurers, achieving significant increases in reimbursement rates. • Full staff privileges at Round Rock Medical Center, Round Rock, Texas, and St. David's Medical Center, Austin, Texas Licensure and Certification • State of Indiana, Unrestricted, 1997 • State of Texas, Unrestricted, 1999 • ACOFP Board Certification, 1999 Education Degrees University of North Texas, Fort Worth Texas, D.O. University of Dallas, Irving Texas, B.A. in Psychology Post -Graduate Training Westview Hospital, Indianapolis, Indiana Family practice residency. Served as Chief Resident 1998-1999. Indiana University Medical Center, Indianapolis, Indiana PGY-2, Physical Medicine and Rehabilitation Memorial Hospital, Johnson City,New York General rotating internship June 1995 June 1983 1997-1999 1996 -1997 1995-1996 Committee Work Credentials Committee, Round Rock Medical Center • Member for 3 years, Committee Chair for I year. • Reviewed physician and allied health applications for initial appointment and reappointment for staff privileges. Successfully prepared for and completed JCAHO review. Bylaws Committee, Round Rock Medical Center • Member for 2 years. • Worked to reformat and update hospital bylaws as they pertain to the physicians and support staff. Medical Executive Committee, Round Rock Medical Center • Member for 2 years. Active in membership to review all physician related committee workings including sanctions on critical issues that violated hospital policies and bylaws. Physician Oncology Education Program, Texas Medical Associations • Member for 2 years. • Assisted in the development in educational materials for primary care physicians concerning cancer prevention and early detection. References available upon request 1 4 ra j�osx+z- i «•crnw,vx ..+twvc•a�.� d -wwro»� a a • Ls -ssr TEXAS MEDICAL BOARD IDENTIFICATION CARD LICENSEIPERMIT NUMBER EXPIRATION DATE 1(7413 02/28/2017 DAVID P WASSERMAN, DO 117 LOUIS HENNA BLVD # 200 ROUND ROCK TX 78664-7343 PHYSICIAN FULL PERMIT TEXAS MEDICAL BOARD P.O. BOX 2029 • AUSTIN, TEXAS 78768-2029 PHYSICIAN FULL PERMIT LICENSE/PERMIT NUMBER 1(7413 DAVID P WASSERMAN, DO 117 LOUIS HENNA BLVD # 200 ROUND ROCK TX 78664-73438617 EXPIRATION DATE 02/28/2017 THIS CERTIFIES THAT THE LICENSEEIPERMIT HOLDER NAMED AND NUMBERED HEREON HAS PROVIDED THIS BOARD THE INFORMATION REQUIRED AND HAS PAID THE FEE FOR REGISTRATION FOR THE PERIOD INDICATED ABOVE PLEASE KEEP THIS BOARD NOTIFIED OF CHANGE OF ADDRESS pd r.r3 s:SSm+?'S 1Y?nt 5�ix?SYS�'r%S x,ti iue}Y.zzz.z:9t s y tiS rrv. rrvv•ry�• t i+.i �uxv��.5+'Srs`S���u���::;ti..✓r•r:4� �.,,>.r��5,.kk.',s�:•+}ii4.�+':•h; S El 1 S 4 S• `r_ tY Y-•* TEXAS CONTROLLED SUBSTANCES REGISTRATION CERTIFICATE TEXAS DEPARTMENT OF PUBLIC SAFETY fi3 REGULATORY SERVICES DIVISION, LICENSING AND REGISTRATION SERVICE Po i CONTROLLED SUBSTANCES REGISTRATION, PO Box 4087, AUSTIN, TEXAS 78773 DPVy,S REGISTRATION NUMBER DATE EXPIRED FEE PAID P9 R0110199 P9 .S` SCHEDULES 02/28/2017 YES BUSINESS ACTIVITY DATE ISSUED THE TEXAS CONTROLLED SUBSTANCES ACT, CHAPTER 481 OF THE HEALTH4.4wf ANO SAFETY CODE, PROVIDES THAT THE TEXAS DEPARTMENT OF PUBLIC ti; SAFETY TION OR MAT A w. CONTROLLED SUBSTANCES REGIY DENY A STRATION MAY BED SUBSTANCES SEUSPE OE OR REVOKED • 2, 2N, 3, 3N, 4, 5 PRACTITIONER 13 01/23!2015' 0 REGISTERED NAME AND ADDRESS A�i7 4.1 DAVID P WASSERMAN, DO �^q<�%V �v �j Sil 117 B LOUIS HENNA BLVD STE 200 `i�rl ROUND ROCK, TX 78664, fi F} t..:THIS REGISTRATION IS NOT TRANSFERABLE ON CHANGE OF OWNERSHIP, iq fi CONTROL, LOCATION, OR BUSINESS ACTIVITY AND NOT VALID AFTER THE fi� NAR•7!�9 .(}6.10Q) CERTIFICATE MUST BE READILY RETRIEVABLE AT ALL TIMES 9.1 EXPIRATION DATE. Aa4. v{.Ct.2(,K�.s.n,KyK � 4.t`•i.Ct4~ µ�`.lJ.�.� 4t'�y C�.C� 1'�'1SYyY. �}, y�q'y y� J ,y Jj `�'1� ) 4l`{ i�• tn.y{.{y%b•� 4'R1�.I.G.ChS4b..Ki..�i: i{h V A. %K�il»K .•V Cy'µ�� iii. `µC.itC,1,4y 4i4w! K �ti4 t4 �-Cfi.'CttitM-{.yt e fry"tir1%vxdrT: Sr:.,-,' Sr.SX.fi.:1;f4.�7.r�3r13�:ti-2.3`�SiM`.,37-Z3rS:0vr..'' 71:3 ni } TEXAS DEPARTMENT OF PUBLIC SAFETY gDPS REGISTRATION NUMBER DATE EXPIRED R0110199 02/28/2017 SCHEDULES fi 2, 2N, 3, 3N, 4, 5 PREGISTERED NAME AND ADDRESS A DAVIDP WASSERMAN, DO 2 O 117 B LOUIS HENNA BLVD STE 200 tl `' O ROUND ROCK, TX 78664 f; s„ .E.iii"Ea-."?..�".`'tiVt're::iv.4�?,itL1;Ze:.•."8.'g)illi<2.'t''iY•...'.Z8-.'yt.."t`.'{`^t''F....B 4 MAY -07-2013 12:19 CONCENTRA 5122559645 P.001 Concentra April 30, 2013 David P. Wasserman, DO 117-5 Louis Henna Boulevard Suite 200 Round Rock, TX 78664 Dear David P. Wasserman, DO: Our records indicate that the following certificate or license wlll expire odthe dateJndicatedh�low License Type State License # Expiration Date - I DEA Certificate TX BW5881417 05/31/2013 Please fax us a copy of your renewal certificate and/or license to 214-775-4515 so that we may update your records. Please note that proof of renewal must be received in the credentialing department on or before the expiration date noted above. Thank you for your prompt attention to this request. Very truly yours, ,loan Vara/feet Credentialing Services Department MAY -07-2013 12:19 CONCENTRA 6122559645 P.002 WASSERMAN, DAVID P CONCENTRA 117E LOUIS HENNA BLVD STE 20D . ROUND ROCK, TX 78664-0000-000 1 h1111,111111111111111111111 II 11111111111. III. I1 11.111111 DEA REGISTRATION THIS REGISTRATION FEE NUMBER EXPIRES • PAID BW5881417 05-31-2016 $731 SCHEDULES BUStNESSAMOY ISSUE DATE 2,2N, PRACTITIONER 04-18-2013 3,3N,4.5, WASSERMAN, DAVID PDO CONCENTRA 1176 LOUIS HENNA BLVD . STE 200 ROUND ROCK, TX 78664-0000 CONTROLLED SUBSTANCE REGISTRATION CERTIFICATE UNITED STATES DEPARTMENT OF JUSTICE DRUG ENFORCEMENT ADMINISTRATION WASHINGTON D.C. 20537 Sections 304 and 1008 (21 USC 824 and 958) of the Controlled Substances Act of 1970, as amended, provide that the.Attorney Genera! may revoke or suspend a registration to manufacture. distribute, dispenoe, import or export a controlled substance. THIS CERTIFICATE IS NOT TRANSFERABLE ON CHANGE OF OWNERSHIP, CONTROL, LOCATION, OR BUSINESS &CTIIA Y, AND 1T 15 NOT VALID AFTER THE EXPIRATION DATE. DEA REGISTRATION NUMBER CONTROLLED SUBSTANCE REGISTRATION CERTIFICATE UNITED STATES DEPARTMENT OF JUSTICE DRUG ENFORCEMENT ADMINISTRATION WASHINGTON D.C. 20537 THIS REGISTRATION EXPIRES FEE PAID BW5881417 05-31-2016 $731 SCHEDULES BUSINESS ACTMrY ISSUE DATE 2,2N, 3,3N,4,5, PRACTITIONER 04-18-2013 WASSERMAN, DAVID P DO CONCENTRA 117B LOUIS HENNA BLVD STE 200 ROUND ROCK, TX 78664-0000 Sections 304 and 1008 (21 USC 824 and 858) of the Controlled: Substances Act of 1970, as amended. provide that•the Attorney General may revoke or: suspend a registration to manufacture, distribute,) dispense, import or export a conteoned substance. THIS CERTIFICATE IS NOT TRANSFERABLE ON CHANGE OF OWNERSHIP, CONTROL LOCATION. OR BUSINESS ACTIVITY, AND IT IS NOT VALID AFTER THE EXPIRATION DATE. I TOTAT. P.0(12 Concentra City of Corpus Christi, TX • RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal Attachment 1 Sample Invoice Concentra Tax Id: Account: Invoice: Bill To: Date Balance: $64028.31 INVOICE Occupational Health Centers Remit To: of Ohio, P.A., Co. PO Box 31420 Cleveland, OH 44131-0420 (888) 476-0460 Invoice Date: 10/31/2015 - 10/31/2015 Date Printed: 02/04/2016 Location: PLEASE RETURN THIS PORTION WITH YOUR REMITTANCE. Name ! SSN / Charge Charge Pmts / PO Number Birth date Description Amount Adjmnts 10/31/2015 10/31/2015 10/31/2015 CS -Laboratory Fees 5.00 CS -Printing 646.64 CS -Physician Oversight 7910.36 50.25 hrs @ $157.42 10/31/2015 CS -Nurse Practitioner 13525.60 Quantity @ 176 10/31/2015 CS -Physical Therapist 9201.17 116.50 hrs @ $78.98 10/31/2015 CS -Nurse Manager 9255.84 Quantity @ 176 10/31/2015 EMT Day, 10/31/2015 EMT Day, 10/31/2015 EMT Night, 10/31/2015 EMT Night, CS -Over Time Pay 2161.05 58.47 hrs @ $36.96 CS -Emergency Medical Technician 11022.95 447.36 hrs @ $24.64 CS -Over Time Pay 1100.62 20.18 hrs @ $54.54 CS -Emergency Medical Technician 9199.08 Quantity @ 253 Balance Due: $64028.31 Remit To: Account: Inv Date: ANEEO Employer Occupational Health Centers of Ohio, P.A., Co. 10/31/2015 - 10/31/2015 We appreciate your business. For your convenience we accept all major credit cards. Please reference the invoice number when remitting payment. Please contact our Central Business Office at 888-476-0460 for additional information. PAYMENT DUE UPON RECEIPT Page: 1/1 City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal Attachment Client Case Studies 4.11 c a) o w 11025 CD -Q IZ) CLD O V3 .-5 o CU 4-• 6 Lil v) 2 c 6 --., ,__ ., -> a) i .44o a,... CO CL) cu o a® u in0 = • E o 0 -c E W Q a-) 3 N N Od N3 o aDO al 41 o to -O `j OC° ,z' °cT 0 d D O a a. c ` vlto 3 g w u a N , 0 Q., vNi ` N O N'> 3 c a". • a a' "C E° a c c c G O 2 a- " CU > 30 c N ; a, L • O • = O N a E g N °:3ac ccv EC�w O. L O as N 7 0 C_ U E u i+ Q E y O ei N O C N °1 X ... a1 10 C tn i i+ • v .� O 'V QJ U 0 O y .O O V • vs 0 G� ° • O V O a, N • OJ 0 3 El T • ° O C N O° Q. N U O O. ° 7` y C E a d 3 _N H� C N m G y • c v, L oV d 3° 1-• u O O 3 a� y 01 C C • N O -r .}r c C a m o E p o c li N o L �`a m _N - a N J Q d NO .0 O C C O y+ O Q! t �+- a t- E c c c = c a c oa, o y.ccr yoTa3 to Ni N 3 C �./ n• -o o m O a ami p v. O Cd V a1 d 7� y j 0 i 0 d t o n° �, 3 u u u 0 y o q(1--3) Concentra WW1' iwuy. 1 uulwine Pli tiu OUVI•'111111L'111 Financial impact Business relationship ■ Primary core fl Urgent care yC 0 d . c C C C 0 vi , y j G V 0 0 Op N v a, > O r N N w° i er ,, -4- 0 o o a, ar c uo `a, ° ` C. 0 .c o cc •N a, O tiL r 0 .° ..`'.. C -, 2 C 3 3 o al O V V °1 ° U m C07 y> •N O C r d ar T :a •) C G '> QL 0° 0 0 ° C .'c ° C �, G CL E .O c 6 . p E v •> N O N o a, c. 0 ..r, y c o 0 0 .- *- N E c ° -0 _c a o 2 ° Er n .-L ar E.' C E &,' .Ln E o 3 0 0 t .. ° .0 c r as u E C C .O > 0 3 p C `� ° o > o v tan o f ° u c a,-0 z 1 au,� >L v o 0 i L�tG Eo�r ¢'0 ,-a .-e 2 w� Ec ower costs for urgent core E 'o O V u O '0 E c u C O 'o a S o o. O O O N VI VI U LI o U 3 3 3 0 0 0 ower total claim costs 0 0 0 0 v, 0 03 an J N N Utilization of services " t hove been n '1n •- N C O a) O O N C O C A N ... 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C C u.0 U N p L p C N O 73'; 0 O 'O CEi/ ca. 0c:'v0 >, 3E CJ C. 3 C� O > C O ° >, a > ° o y c y' o'' " E ai E E o u° v+ u vi o - a >. a .O U C i > 2 `J O N N •0 O u L U O O j O 0 O G 0 G L @ L N a N Cl a° 0 r i c o n a r v er u 0 J N O 0 Lc al a, C o c E Eos �,yas o o v .c- 0 E O U u Q. 0 CL ° N C U r0 C 01 Q! G c L a.r C O E O Cl .- WR- N U al O 10 al o, o O O el a, 0'pp. -° N .D ai U O r. Qt 0°°• L T OCn p ° r d 'L C ° O, J N _ 0 p, G ° Chi 3 s v ° m y v •3 °G 0'` i tel O 0 o N O T d N d E a L o M • QJ T eeJi as o] 0 E w > m >_ 0 >,U c r v E n. o 0 c, 0 c, v CD � i E E o 0 QN w° v �' z o a w w u° t�f City of Dallas Table 1. City of Dallas Dallas is the third-largest city in Texas and the ninth -largest city in the U.S., and provides community services for approximately 1.3 million residents. Business Needs Quality medical care for employees Cost-effective. on-site medical services for all employees Reduction of workforce health care costs fevtlon r:omnanv rtiltiire arrninr1 hPtter health nractir.es Business Problem The City of Dallas oversees transportation services, economic development, police, fire and rescue services, code enforcement, public utility services, and much more. As one of the fastest growing cities in the nation, and the epicenter for multiple national and international businesses, managing all the needs of Dallas, TX requires a Targe workforce. With more than 12,500 employees, covering the health of the workforce while managing the tight constrains of a city budget meant looking for more innovative ways to maintain coverage while reducing costs. Leaders at the City of Dallas decided upon an on-site health care facility that is centrally -located and geared toward providing basic medical services, as well as health programs that would help improve the overall health and productivity of employees. City leaders identified a series of objectives for its on-site health clinic, as shown in Table 1. 1. Improve access to quality health and wellness services Provide convenient means to get preventive and urgent care 2. services 3. Improve the overall health of participants 4. Promote the City of Dallas' wellness program Provide health care to employees not currently enrolled under 5. the City's current plan 6. Reduce employee absenteeism 7. Support the City's mission to promote a caring culture 8. Reduce the City's overall health care spending "Once we get our employees into one of Concenira's facilities, we know they are receiving great care and are on the path to a quick recovery." "Concentra has been an excellent provider and valued partner in helping the City of Dallas improve the health of its employees, and lowering the cost of the City of Dallas' health care expenses. — David Gibson Buck Consulting Urgen 24% II N LISIA) City of Dallas Our Solution To help bring this center to reality, City officials selected Concentra to build, operate and staff the worksite center. Concentra's 15 community-based medical centers located throughout the Dallas -Fort Worth area offer additional resources to care for the city's employees, dependents, and retirees. Implemented in 2009, the Health and Wellness center at Dallas City Hall offers a variety of acute and urgent injury and illness care, health screening services, diagnostic testing, and preventive health services to improve the health and well- being of employees. Wellness services include disease prevention programs, health promotion and counseling, and employee health education. As part of the City's total plan design to reduce costs, providers at the center also write generic prescriptions for patients, as needed. Our Results Utilization numbers for the clinic have shown fairly consistent growth during the first year, including utilization of primary care, wellness, and urgent care services. On average, the clinic averages 25 patient visits per day, with the majority of services provided at a reduced rate for non -covered employees and no cost to employees enrolled in the City's health plan. Nearly 55 percent of visits are primary care, with wellness programs accounting for 20 percent of visits, and 12 percent for urgent care. The City's health plan, which is designed to increase the use of generic prescriptions, saw utilization of close to 63 percent. In comparison, 75 percent of prescriptions written through the clinic were for generics — creating an increase in the use of generic drugs by 12 percent. For two years prior to the implementation of the clinic, the City had seen its group health costs remain flat due to strategic cost reduction measures. Following the implementation of the clinic, total group health costs per plan members were reduced by nearly seven percent. Through various cost saving elements, including the Concentra Health and Wellness Center, the City saved $7.5M on against original plan estimates. First year cost savings related to the clinic alone, including additional gains in productivity as a result of the center, were $128,000. Additionally, first year co -pay savings for employees were more than $87,000. What's Next Given these first year trends, projected second year savings are estimated at $415,000. Based on the first-year savings, high utilization of services by employees, and enhancement of services, the City of Dallas and Concentra will be developing a clinic -based pharmacy benefit for employees in the second year. In addition Concentra will continue to provide wellness seminars to promote both individual educational needs, as well as increase clinic use. Concentra° Case Study: Mountaire Corporation Program Overview Location Millsboro, DE Industry Food processing Scope of Services Primary care, urgent care, biometric testing, immunizations, preventive exams, injury treatment, physical exams Eligible Participants 4,000 Hours of Operation Extended hours, Monday through Friday • Monday through Thursday: 8 a.m. — 7 p.m. • Friday, 8 a.m. — 5 p.m. Staffing Model • 1 Full-time Nurse Practitioner (40 hours per week) • 1 Part-time Nurse Practitioner (8 hours per week) • 1 Full-time Nurse Manager (40 hours per week) • 2 Full-time Medical Assistants (40 hours per week per Medical Assistant) • 1 PRN Nurse Practitioner • 2 PRN Medical Assistants • Physician oversight (two days per month) Highlights • Partnered with the client to develop a video series to display in the employee lunchroom that educates employees on the on-site services options, highlights the costs and conveniences of using the facility, and introduces them to various on-site staff members • Provide educational seminars to employees and dependents at no charge that address topics relating to the employer health plan's cost drivers (i.e., hypertension, diabetes, etc.) • On-site personnel perform mandatory biometric screenings during an employee's first use of the onsite's primary care/urgent care offering; as a result of the screening, the participants receive teachable moments (know your numbers) and/or are scheduled for follow-up appointments to elaborate on health education/management • Host "blitz days" for sports/school physicals in which the provider performs these exams all day, every 30 minutes • Offer chronic condition management services for the diabetic population to improve well-being Outcomes • 52% penetration in 2015 • 96% patient experience rating • 96.1% net promoter score • 99% wait time communication score • 97% generic medication prescribing • Produced a positive return on investment for the employer Program Description. We have managed and operated this client's onsite since 2010 where we serve a multi -cultural workforce and offer an extensive list of services that includes urgent care, preventive care, occupational health, and wellness. During our engagement, we have taken strides to streamline our staffing model and processes to best serve the needs of the eligible population through the enhanced care delivery available through the onsite. Examples of our efforts include: • Adjusting staff levels and hours of operation to support utilization increase and improve patient flow ■ Adding a nurse manager to assist in the daily operations and increase employee engagement • Regularly integrating with community partners to offer a broader range of services Success Stories. These efforts, along with ongoing collaboration between on-site staff, designated operational and clinical resources, and client leadership have resulted in positive outcomes for our patients as demonstrated by the following care stories: Patient 1 Male, 52 years old Diabetes is finally under control after struggling for years • 18 pounds lost • A1C level has dropped to 6.3 • Patient "feels like a million bucks" and has more energy Patient 2 • • • • Female, 53 years old Quit smoking after 36 years Asthma, bronchitis, and high blood pressure are resolved Patient "feels like a new person" and tells co-workers how much better she feels in hopes that she can inspire others Patient 3 • Male, 63 years old • Arrived at the onsite blind in one eye • On-site staff referred him to a specialist and following surgery patient is seeing clearly • Patient diagnosed with diabetes • As a result of ongoing support and counseling of on-site staff, the patient is now compliant and making positive choices • Quit smoking after almost 40 years Patient 4 • Male, 45 years old • Treated at the onsite for occupational health but based on medical history, was advised by on-site staff to see a cardiologist, follow up with his PCP, and consider a sleep study • Patient states, "You all probably saved my life. I don't know if I would still be here if I hadn't come here that day" Patient 5 • Male, 55 years old • Hypertensive driver sent for sleep study and is using Continuous Positive Airway Pressure (CPAP) therapy daily Patient states, "I am 100 times better and my whole outlook has changed" Patient 6 • Male, 64years old • Diagnosed with diabetes but is now compliant • More than 30 pounds lost • Quit smoking • Chronic bronchitis has been eliminated City of Corpus Christi, TX o RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal Executive Summary Executive Summary Viverae® is Concentra's fully integrated, comprehensive wellness partner that has been providing best in class wellness programming for leading companies across the country. Concentra and Viverae believe it is absolutely essential that the City of Corpus Christi's on-site clinic services be fully integrated with your health and wellness programming. Through our shared experience, integrating wellness within the on-site clinics creates a high impact program that improves the health of employees while significantly decreasing overall health care costs and is one of the most efficient uses of the City's budgeted health care dollars. In addition to the obvious financial advantage, but perhaps of equal importance, is the ability of this model to capture a larger portion of your population. Considering what Concentra and Viverae know about clients with similar demographics to Corpus Christi, it is essential to maximize each clinic visit. For example, if an employee visits the clinic for an occupational Injury/illness and the provider identifies high blood pressure, treating both conditions (though under different pathways) will ultimately lead to positive health outcomes. Concentra and Viverae also realize that some medical issues elongate the treatment time for occupational injuries (i.e., obesity can exacerbate a low back injury). Viverae's integrated wellness programs place a heavy emphasis on personal engagement. We at Viverae feel the key to helping move people from extrinsic to intrinsic motivation, or "owning" their own health, is in providing them with many different engagement options. We offer tools around total wellbeing (fitness, nutrition, weight management, financial, behavioral, etc.) and believe in providing each individual with the personal choice to work on the topics most relevant to them. Also, our programs create a positive social experience where motivation is not an individual endeavor and year-round participation is encouraged. Our wellness portal technology has been designed by and is wholly owned by Viverae. Every line of code was written by their in-house programmers. Consequently, we are able to design a custom program from the ground up to meet the specific needs of the City. The MyViveraei° member site features easy, one -click access for all content and features smart, branching technology which only brings forward content relevant to each individual. It includes personal care plan management, custom challenges, personalized video content and seamless integration with over 130 apps and devices. The program includes an evidence -based, proprietary Health Risk Assessment (HRA) that has been designed and is regularly updated by Viverae's in-house clinical team led by Medical Director, Dr. Boyd Lyles and Chief Clinical Officer, Dr. Jeff Brizzolara. Viverae has received Health Information Product (HIP) certification in two areas - Health Appraisal and Encouraging Wellness and Prevention by the National Committee for Quality Assurance (NCQA). We also offer biometric screening events that are completely staffed and managed by Viverae employees. Viverae handles all aspects of each event; communication, registration, coordination, flow, supplies, and set-up. Wireless tablet technology is utilized so each employee has instant access to their results (in the case of finger stick). These events are extremely efficient, with most employees completing the entire process in 15 minutes. In 2015, our average rating from screening participants was 94% or "very satisfied." Biometric data is also accepted via physician forms or third -party data feeds. Health Coaching has proven to be extremely effective when designed correctly Consequently, Viverae offers comprehensive lifestyle coaching through the Viverae Health Center. This telephonic outreach offers both unlimited inbound and targeted outreach coaching based on a member's health score. All Health Coaches hold degrees, are certified, and have professional experience in weight management, tobacco cessation, stress management, nutrition, physical activity, family wellness, and goal setting. Viverae's best -in -class, fully integrated Disease Management program experiences 8 to 10 times the engagement of traditional chronic care/disease management programs. This translates into medical and pharmacy cost savings for City sponsored health plan. This program is unique in that it manages an industry leading 22 conditions and utilizes all of the data points collected on members from our proprietary services (portal, screenings, health assessment, lifestyle coaching) in addition to medical and pharmacy claims. Since Viverae does not outsource any services, therefore, and are able to identify more members with chronic conditions earlier in the process and get them engaged in the program. Additionally, Viverae supports clients in designing an incentive structure that rewards members for being compliant with their conditions. This particular approach has been very successful in driving behavior change. Lastly, since this technology is completely integrated, Viverae offers some of the most sophisticated reporting capabilities you will find in the industry. Aggregate statistics, year - over -year comparison reports, participation statistics, incentive tracking and much more are available to you 24-7 through our Metrics on Demand feature. Back-office access lets the City not only view this data, but also create boardroom ready reports with ease. The City will hear more about Viverae's philosophy and see some of the things that make our integrated technology special within this submission and the attached demo. Viverae appreciates the chance to showcase our total population health solution to the City, and would welcome the opportunity to fully engage your employees in their own health. 10670 N. Central Expwy. Suite 700, Dallas. TX 75231 • 214-827-4400 • viverae.com 2016 Viverae. Inc. All riahts reserved. City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal Learning Library Overview March 14, 2016 Attachments MyVIverael, members enjoy a va;iely of educational resources uniquely designed to assist and enrich their health goals. Available through our Learning Library, these procrants can be accessed on multiple platforms 24 hours a day. Discover engaging Webinars, Online Courses. and Targeted Programs complete with interactive supplemental material. Explore essential infonnation cn a number of health topics including diet. exercise, and claly, motivation. Webinars Each month MyViverae introduces a new WEbinar and corresponding newsletter highlighting relevant health topics. Tlrese concise, entertaining programs are designed to both enlighten and inspire engagement, Each Webinar is followed by a supplemental quiz to promote ntotivation and basic comprehension. Explore practical health topics for evenyclaylife encompassing home; ;cork, and leisure pursuits. Online Courses =ft •Explore Online Courses designed to provide an educational overview ur r common a'eas of health and wellness. Each to•otgrarn is approximately 10 minutes in length and features a supplemental quiz. handouts, and worksneets Brat enhance the course experience. Certain courses are recommended based on a member's individual health report. Online Courses include: How to Start Making Changes. Changing daily habits can yield long-term health benefits. Change is difficult but not impossible, especially if you learn to adopt cognitive and behavioral skills. Readiness to chancre can be a deciding factor in determining where to start. 161414 lr. 1, -Pllyl Ervory_ ,UILC 74V. till Agb. I/ f7L]+ ! 11-e. tom Online Courses ... continued Blood Pressure: Healthy Habits Controlling blood pressure is important for health and longevity. High blood pressure is associated with serious health problems, including heart disease, stroke, kidney disease, and blindness. You can maintain normal blood pressure with lifestyle changes including healthy eating, physical activity, and sustaining a healthy weight. Physical Activity: Getting Going Regular physical activity produces many short-term and long-term health benefits. Physical activity does not have to be strenuous or done all at once. Reducing sedentary activities and increasing steps taken per day are good initial goals. Physical Activity: Keeping at It Making physical activity a priority is important for long-term success. Engaging in a variety of physical activities is key to enhancing fitness and preventing boredom. The primary types of physical fitness are cardiorespiratory fitness. muscular strength and endurance, and balance and flexibility. Healthy Eating: What is a Healthy Diet? Eating a variety of nutritious foods daily promotes good health. Understanding balanced nutrition can help you choose foods that meet nutrient needs, support an active life, and reduce the risk of chronic disease. Healthy Eating: Mindful & Portion Control To achieve and maintain goals for weight loss and better health, it's important to learn the difference between needing and wanting food. Triggers, including behaviors, feelings, thoughts and attitudes, and one's environment. can make it hard to make healthy food choices. Practicing portion control for every meal is important to avoid eating too much from any one food group. Weight Loss: Diet and Physical Activity Body Mass Index (BMI) is a ratio of weight to height. Weight management is a matter of calorie balance Expending more energy (calories) than you take in is the key to losing weight There is no "one size fits all" approach to diet and physical activity for weight loss. Preventing Diabetes Diabetes mellitus is a disease characterized by a lack of insulin or the inability to utilize insulin effectively. Health problems in long-term diabetics include cardiovascular disease, capillary damage, renal failure, neuropathy, blindness, and loss of limbs. Lifestyle factors that improve blood glucose and insulin levels include increasing physical activity, decreasing body fat (if needed), and consuming a healthy diet Lipids: Managing Your Risk Abnormal blood cholesterol levels are a major risk factor, and elevated blood triglycerides are a contributing factor, for coronary heart disease (CHD), the most common type of cardiovascular disease (CVD) Cholesterol is produced by the liver and obtained from the diet. Genetics, cliet, physical activity, percentage of body fat and distribution, stress, age, gentler, and other unknown factors determine blood cholesterol and triglyceride levels. Dietary modifications, increased physical activity, and smoking cessation can often improve blood cholesterol and triglyceride levels so that medications are not needed. 10570 N Canr,a1 Fxnwv RI !lip 700 57;1 =°4d-FL17-41,1110 A tdl anrRn corn Online Courses ...continued Stress Management Techniques Stress negatively affects health and quality of life. Learning practical coping methods and problem solving skills can help you manage the stress associated with everyday hassles as well as major life events. Physical activity and healthy eating can help you better cope with stress, and protect you from the negative health effects of stress. Tobacco: Are You Ready to Quit? Tobacco use is prevalent in both youth and adults, and is a significant public health problem. Tobacco use is harmful to your health and increases your risk for a variety of diseases, including cancer and heart disease. All forms of tobacco— cigarettes, cigars, pipe tobacco, and smokeless tobacco—leave associated health risks. There is no such thing as safe tobacco. Quitting is hard but not impossible, especially if you use medical, behavioral, and environmental strategies to help you. Life Satisfaction: My Plan to Take Control Life satisfaction includes one's assessment of personal and professional competence and well-being. Positive self- image elfimage and high self-esteem are associated viith good health and a positive life outlook. Identifying how satisfied you are with different life areas can help you see where and how to make life changes. Setting and achieving meaningful personal goals can help increase your life satisfaction. TargetedPrograms four lessons each) MyViverae's Targeted Programs feature a series of videos focusing on individual lifestyles to !yelp foster healthy changes. Each pr ngram consists of four consecutive weekly online sessions accompanied by educational handouts and si ipplementary quizzes. Targeted Program topics include Breaking Free From Tobacco This program is designed to encourage lifestyle habits that support tobacco cessation. The focus is on the understanding and developing of basic tobacco cessation principles. Members set personal goals and learn practical skills for behavior change. Reaching Your Healthy Weight This program is designed to both support and inspire practical weight management The emphasis is on Tong -term behavior changes in diet and exercise. Members set realistic goals based on their individual health and lifestyle needs. Focusing on Your Heart Develop a better understanding of heart health principles for a variety of lifestyle and health needs. This course highlights important dietary changes and exercises (including cardio fitness). It emphasizes essential nutrition goals as well as practical food preparation for healthier eating. Tackling Your Stress This program is designed to encourage lifestyle habits that support mindfulness and stress management. It focuses on reducing stress-related health risks and offers practical solutions for everyday well-being. 10670 N. Central Expwy.. Suite 700, Dallas, TX 75231 e 214-827-4400 • viverae.com 2016 OVvcrac. Inc All ROIL Rrcncd 0715066_PRO_LcarnLth Targeted Programs ...continued Taking Control of Your Diabetes Explore the essentials of diabetes management for improved health and daily living. This program emphasizes the role of diet, exercise, and motivation in diabetes management. It offers medical and lifestyle tips to reduce the risk of complications from diabetes. Strengthening Your Bones and Muscles Ensure you age gracefully (and actively) with a healthy musculoskeletal system. This program imparts skills for proper body mechanics. Emphasis is on practical diet and nutrition essentials for better musculoskeletal function. It is uniquely designed to fit individual health and lifestyle needs. Supporting Your Healthy Pregnancy This program is designed to encourage a healthy pregnancy for both mother and baby. The focus is on proper nutrition and easy, practical menu ideas. It offers exercise and daily physical activity tips for maximum health throughout the pregnancy. Building Your Exercise Routine Learn neve exercise and motivational skills for reaching fitness goals. This program focuses on the learning, and continued practice, of exercise techniques. It is designed to facilitate personal fitness goals in any environment. Food For Life Develop and maintain healthy eating habits for e lifetime. This program imparts a better understanding of healthy portion principles. Il offers tips on improving food, snack. and meal choices on an everyday basis. 10670 N. Central Expwy., Suite 700. Dallas, TX 75231 • 214-827-4400 • viverae.com 2016z' VNema. Inc AI Rght-, Reserved 0715666_PRO_LeamL,b Concen Lra City of Corpus Christi, TX ♦ RFP No. 103 Employer-sponsored Wellness Clinic Technical Proposal 2016 Health Topics Calendar Each month, My;/iverae' features a new Webinar and Newsletter that focuses on one of three topics: nutrilioi 4 fitness, or lifestyle. Slay Up to tate on '..stat topics are coming up in 201E using this calendar. NUTRITION Webinar. New Year — New Eating Resolutions Newsletter: Quick and Healthy Eating Tips LIFESTYLE Webinar. How slouch Seep Do You Really Need Newsletter: Steep Deprivation and Stress FITNESS WebInar: Get to Stepping— Track Activity with a Pedometer Newsletter. Walking Off the Weight LIFESTYLE Webinar. Why It's Important to Take Time Off Newsletter: Do You Know How to Cope withJob Stress? FITNESS Webinar: 5 Ways Out of an Exercise Rut Newsletter: Finding the Right Athletic Shoe LIFESTYLE Webinar. How to Manage Everyday Anxiety Newsletter: Managing Stress — You Aren't Alone NUTRITION Web inar 5 Tips for HeaIuiy Grocery Shopping Newsletter. Easing Healthy n a Hurry NUTRITION Webinar: 5 Mind•Over•Matter Tricks to Help you Curb Calories Newsletter: Hoy: Much Do You Know About Portion Size? NUTRITION Webinar. How Pick Produce Newsletter. Fruits and Vegetables — When to Go Organic NUTRITION Webinar. 5 Way's to Reinforce Good Eating Habits Newsletter:8 Keys to Weight Loss Success LIFESTYLE Webinar: Risks and Signs af Gurn Disease Newsletter. Don't Fear the Dentist — How to Find One FITNESS Webinar. 5 Ways to Boost Workout Motivation Newsletter: Making Fitness a Healthy Habil 1 ., �'e�t•i '� '• - 7-1 .' IF :OS VrrtraRrnt Al Faris Pcarwei 041515 _COJ.Mrt„cal CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2016-21248 Date Filed: 03/03/2016 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Concentra Health Services, Inc. Addison, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the goods or services to be provided under the contract. 103 Employer-Sponsored Wellness Clinic 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 Ai, 1 I1 %� ^ kisi, aiirtof a EBONY EURSEL DANIEL Expires October 29.2017 *October swear, or affirm, under p- nalty of perjury, � at th above disclosure is true anorrect. ' ' ' ' 4 Kei n NewtO resident and Chief Executive Officer Sign. re of authorized agent of con business entity AFFIX NOTARY STAMP / SEAL ABOVE sti 4 .Nt} j{^t Y� }� ,y�� Sworn+ and subscribed before me, by the said ?lerS 1� " 2Yt, this the 'S.+ day off + �'L M -to Of 20 1 6 , to certify which, witness my hand and seal of office. Of f l ak- b (4% �k beticyrnat 9Paval( Signature of sSGcsa: administering oath Printed e ofadministering oath Title of oadministering oath Nate IVO f lr a9 Nat441 Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312 Attachment C: Fee Schedule City of Corpus Christi Estimated Program Costs Start-up Costs Network Installation Data Feed One Time One Time One Time One Time One Time Fee Fee Fee Fee Fee $10,500 $7,000 Technology/Software Licenses $16,000 Implementation Fee $26,000 TOTAL START-UP COSTS $59,500 $0 $0 $0 $0 Labor Costs Year One Year Two Year Three Year Four Year Five Physician Oversight - 0.16 FTE $66,560 $69,888 $73,382 $77,051 $80,904 Nurse Practitioner/APN -1.6 FTE $259,000 $271,950 $285,548 $299,825 $314,816 Medical Assistant - 2 FTE $111,000 $116,550 $122,378 $128,497 $134,922 TOTAL LABOR COSTS $436,560 $458,388 $481,308 $505,373 $530,642 Ongoing Fees Year One Year Two Year Three Year Four Year Five Network Connectivity $8,300 $8,715 $9,151 $9,609 $10,089 Equipment Lease $4,000 $4,200 $4,410 $4,631 $4,863 Technology Fee $16,000 $16,800 $17,640 $18,522 $19,448 Management Fee $80,500 $84,525 $88,751 $93,189 $97,848 TOTAL ONGOING FIXED FEES $108,800 $114,240 $119,952 $125,951 $132,248 Estimated Pass-through Costs Year One Year Two Year Three Year Four Year Five Estimated Medical Supplies $25,000 $25,750 $26,523 $27,319 $28,139 Estimated Laboratory $66,000 $67,980 $70,019 $72,120 $74,284 Estimated Office $12,000 $12,360 $12,731 $13,113 $13,506 Supplies/Admin/Travel/Other TOTAL PASSTHROUGH COSTS $103,000 $106,090 $109,273 $112,552 $115,929 ESTIMATED ANNUAL COSTS $707,860 $678,718 $710,533 $743,876 $778,819 Optional Disease Management and $5.60 $5.60 $5.60 $5.60 $5.60 Wellness Programming (Viverae) - PEPM 213 Attachment D: Insurance Requirements INSURANCE REQUIREMENTS I. PROPOSER'S LIABILITY INSURANCE A. Proposer must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Proposer must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. B. Proposer must furnish to the City's Risk Manager and Director of Human Resources, one (1) copy 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 by endorsement, and a waiver of subrogation by endorsement 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 Proposers 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate MEDICAL PROFESSIONAL LIABILITY including: Coverage provided shall cover all physicians, nurses, assistants, officers, directors, employees and agents 1. Medical Malpractice 2. Errors and Omissions $1,000,000 per claim / $2,000,000 aggregate (Defense costs not included in Policy limits) If claims made policy, retro date must be prior to inception of agreement; have extended reporting period provisions and identify any limitations regarding who is an Insured AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $500,000 Combined Single Limit 215 WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Proposer must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Proposer 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 Proposer will be promptly met. An All States Endorsement shall be required if Proposer is not domiciled in the State of Texas. B. Proposer shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Proposer'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. Proposer 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 Proposer or as requested by the City. Proposer 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: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Proposer 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; 216 • 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, Proposer shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Proposer'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 Proposer'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 Proposer to stop work hereunder, and/or withhold any payment(s) which become due to Proposer hereunder until Proposer demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Proposer may be held responsible for payments of damages to persons or property resulting from Proposer's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Proposers 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. 2016 Insurance Requirements Human Resources. Employer Sponsored Wellness Clinic Services Agreement 2/11/2016 ds Risk Management 217 AGENDA MEMORANDUM Future Item for the City Council Meeting of April 12, 2016 Action Item for the City Council Meeting of April 19, 2016 DATE: TO: Ronald L. Olson, City Manager March 29, 2016 FROM: Miles Risley, City Attorney milesr@cctexas.com (361)826-3361 Gilbert Sanchez, Risk Manager gilberts2@cctexas.com (361)826-3739 Motion awarding purchase of property insurance. CAPTION: Motion awarding the purchase of property insurance and, authorizing the City Manager to execute all documents necessary to purchase All Risk, Flood, Named Storm, Wind/Hail, Earthquake, and Equipment Breakdown through Carlisle Insurance Agency, Broker of Record for property insurance, in exchange for premium totaling $2,001,750 from May 5, 2016 to May 5, 2017 of which $811,669 is required for the remainder of FY 2015-2016. PURPOSE: Obtain property insurance for City -owned property. Chooses Option I + Additional Flood Insurance (additional $26,000 for $25,000,000 of coverage - highlighted on attached chart) BACKGROUND AND FINDINGS: The City's Property Insurance Program currently carries property insurance coverage including: All Other Perils, Flood, Earth Movement, Wind, Named Storm and Equipment Breakdown. The City's Property Insurance Program is a multi -layered program comprised of admitted and non - admitted commercial carriers participating. In addition to traditional insured property (buildings and contents), the City's schedule of insured property includes other specialty insurance type risks including; wharves, docks, piers and fine arts. The City also purchases flood insurance for property located wholly or partially within the Special Flood Hazard Areas (SFHA) as defined by the Federal Emergency Management Agency (FEMA) in Flood Zone A through the National Flood Insurance Program. Total Insured Values are $696,422,133 (after schedule of value property update completed in January, 2016). Recently, the City awarded a Broker of Record contract to Carlisle Insurance Agency effective January 1, 2016. The City's Risk Management Division along with its insurance consultant RWL, met with Carlisle Insurance Agency in January, 2016 to establish the parameters of the City's property insurance renewal process which included a timeline, statement of value updates and market assignment. Favorable global conditions throughout the property market due to relatively low catastrophic events and several years of profitable reinsurance results have made both options possible. The two excellent property insurance renewal options are summarized in the following table. Current Option 1 Option 11 Total Insured Values $ $627,286,300 Property Rate (per $100 value) includes recommended option $0.4384 Premium $2,752,388 (primary/excess/equip) Difference from 2014-15 Limits All Risk (excludes flood/Quake) Named Storm Earth Movement Flood All Risk /P-_ 1 Flood (storm surge included) Named Storm Wind/Hail Earth Movement $250,000,000 $150,000,000 $ 25,000,000 D $696,422,133 (Increase in property values of 11% 2016- 17) $0.2871* $ 50,000 per occur. $100,000 per occur. 2% Total Insurable values at the time of the loss at each location involved in the loss or damage arising out of the named storm subject to a minimum of $250,000 any one occurrence and max. of $4,000,000 any one occurrence $250,000 per occur. $100,000 per occur. $1,975,750 $776,638 (28% decrease) $250,000,000 $150,000,000 $ 50,000,000 $ 25,000,000 D $ 50,000 per occur. $100,000 per occur. 2% of Total Insurable values at the time of the loss at each location involved in the loss or damage arising out of the named storm subject to a minimum of $100,000 any one occurrence and max. of $4,000,000 any one occurrence $50,000 per occur. $100,000 per occur. $696,422,133 $0.3082 $2,146,125 $606,263 (22% decrease) $250,000,000 $150,000,000 $ 50,000,000 D $ 50,000 per occur. $100,000 per occur. $500,000 per bldg. $500,000 contents in FEMA defined flood zones A and V 1% of Total insurable values per unit of insurance, at the time of the loss at each location involved in the loss or damage arising out of the named storm subject to a minimum deductible of $100,000 any one occurrence and a maximum of $2,500,000 any one occurrence. $50,000 per occur. $50,000 per occur. Additional Coverage Equipment Breakdown $19,365 $15,000 (included in Premium) $4,365 Optional Coverage Terrorism Add? $25M of Flood $26,000 $23,625 Total $2,001,750 Funds have been budgeted by the Legal Department in FY 2015-2016. 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: Legal Department 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 2,568,965 Encumbered / 35,697 as Expended Amount of 2/3/16 This item 811,669 1,190,081 2,001,750 BALANCE 1,721,599 1,721,599 Fund(s): Insurance Policy Premiums — Property Insurance Comments: Property insurance renewal, Option I represents the property insurance premium which has been budgeted FY 2016-17. RECOMMENDATION: Staff recommends, based on projected 2016-17 budget constraints, the City maintain its current coverage limits, deductible structure, and policy terms and provisions and select Option I in the amount of $1,975,750 to maximize savings in the amount of $776,638. Also, given the value of wastewater -related improvements in areas of potential flooding, staff also recommends binding an additional $25,000,000 of flood coverage for $26,000. This will be a total of $2,001,750. LIST OF SUPPORTING DOCUMENTS: Proposed Property Insurance Renewal Schematic (Table included within memo) AGENDA MEMORANDUM Future Item for the City Council Meeting of April 12, 2016 Action Item for the City Council Meeting of April 19, 2016 DATE: TO: Ronald L. Olson, City Manager March 18, 2016 FROM: Alyssa M. Barrera, Business Liaison — City Manager's Office AlyssaB@cctexas.com (361) 826-3356 Second Amended Interlocal Agreement with Del Mar College District for Tax Increment Reinvestment Zone Three. CAPTION: Resolution authorizing the City Manager to execute a Second Amended Interlocal Cooperation Agreement with Del Mar College District relating to the participation of the City and Del Mar College District in Reinvestment Zone Three, City of Corpus Christi, Texas. PURPOSE: The purpose of this item is to codify Del Mar College Board of Regents action to extend participation in TIRZ #3 until 2028. BACKGROUND AND FINDINGS: On December 16, 2008, the City of Corpus Christi approved an Ordinance creating Tax Increment Financing District Three. In 2009, Del Mar College District and Nueces County joined the City in funding TIRZ #3. Nueces County's commitment was through 2028, and Del Mar's was through 2018. Through recent re -activation of the TIRZ, it became evident that Del Mar's participation through 2028 would be necessary for accomplishing revitalization. The long-term partnership of the City, County and Del Mar College gives our community a competitive position to attract investment in our greater downtown area. On March 8, 2016, Del Mar's Board of Regents motioned to extend their participation in the Zone. ALTERNATIVES: None OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: N/A EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal 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): N/A Comments: RECOMMENDATION: Staff recommends approval of the resolution LIST OF SUPPORTING DOCUMENTS: Resolution — Del Mar College Second Amended Interlocal Agreement for TIRZ #3 Second Amended Interlocal Agreement — Del Mar College District - TIRZ #3 RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A SECOND AMENDED INTERLOCAL COOPERATION AGREEMENT WITH DEL MAR COLLEGE DISTRICT RELATING TO THE PARTICIPATION OF THE CITY AND DEL MAR COLLEGE DISTRICT IN REINVESTMENT ZONE THREE, CITY OF CORPUS CHRISTI, TEXAS NOW THEREFORE BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager is authorized to execute an amended interlocal cooperation agreement with Del Mar College District relating to the participation of the City and Del Mar College District in Reinvestment Zone Three, City of Corpus Christi, Texas. SECTION 2. The City Manager is authorized to make editorial and non -substantive modifications and execute amendments to the interlocal cooperation agreement without the further approval of the City Council that do not require the appropriation of additional funds or exceed the City Manager's authority to amend contracts, including, but not limited to, time extensions, modifications to schedule, or modifications in scope of work that will be undertaken by Reinvestment Zone Three, City of Corpus Christi, Texas. Adopted this the day of ,2016. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Nelda Martinez City Secretary Mayor Corpus Christi, Texas Page 1 of 2 Corpus Christi, Texas of The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Michael Hunter Chad Magill Colleen McIntyre Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn Page 2 of 2 SECOND AMENDED INTERLOCAL AGREEMENT DEL MAR COLLEGE DISTRICT — TAX INCREMENT REINVESTMENT ZONE #3 This Interlocal Agreement ("Agreement") is made between the City of Corpus Christi (the "City"), a municipal corporation and home -rule city of the State of Texas, acting by and through its governing body, the City Council, and Del Mar College District ("Del Mar"), a political subdivision of the State of Texas, acting by and through its governing body, the Board of Regents. This Agreement is made under Chapter 791, Texas Government Code, and Chapter 311, Texas Tax Code, for the participation of the City and Del Mar in Reinvestment Zone Three, City of Corpus Christi, Texas ("Reinvestment Zone"). Whereas, an original interlocal agreement ("Original Agreement") was entered into by and between the City and Del Mar and approved by the City Council by Resolution No. 028421 on November 17, 2009. Whereas, such agreement was amended on March 20, 2012 and approved by the City Council by Ordinance No. 029403 on March 27, 2012. Whereas, the purpose of this Second Amended Interlocal Agreement is to extend the period of time during which Del Mar's Tax Increment Participation will be contributed into the Tax Increment Fund. The parties hereby agree as follows: Section 1. DEFINITIONS. (a) As used in this Agreement, the following terms have the meanings set out below. "Agreement" means this agreement between the City and Del Mar. "Agreement Term" is defined in Section 4. "Captured Appraised Value" has the meaning ascribed by Chapter 311, Texas Tax Code. "City" is defined in the preamble of this agreement, "City's Tax Increment Participation" means an amount of the City's ad valorem tax levy on the Captured Appraised Value, which the City agrees to contribute to the Reinvestment Zone under Sections 3 and 4 of this Agreement. "Del Mar" is defined in the preamble of this agreement. "Del Mar's Tax Increment Participation" means an amount of the ad valorem taxes levied by Del Mar, acting through its Board of Regents, on the Captured Appraised Value, which Del Mar agrees to contribute to the Reinvestment Zone under Sections 3 and 4 of this Agreement. "Creation Ordinance" means Ordinance No. 027996, adopted by the City Council of the City on second reading at its December 16, 2008, meeting, as amended by Ordinance No. 029403, adopted by the City Council at its March 27, 2012, meeting. "Plan" means the project plan and reinvestment zone financing plan for the Reinvestment Zone, which are adopted by the board of directors of the Reinvestment Zone and approved by the City Council of the City. "Reinvestment Zone" means Reinvestment Zone Three, City of Corpus Christi, Texas, created by the Creation Ordinance, incorporated herein by reference. "Reinvestment Zone Area" means the area of the City included in the Reinvestment Zone as described in the Creation Ordinance. "Tax Increment" has the meaning ascribed by Chapter 311, Texas Tax Code. "Tax Increment Fund" means the tax increment fund created by the City in the City Treasury for the Reinvestment Zone. (b) Terms in this agreement not otherwise defined have the meanings ascribed to them by Chapter 311, Texas Tax Code. Section 2. PURPOSE FOR PARTICIPATING IN THE ZONE. The City and Del Mar desire to participate in the Reinvestment Zone for the purposes of development in the Reinvestment Zone Area under the Plan, for their mutual benefit and the benefit of their citizens. Section 3. OBLIGATIONS OF THE CITY AND DEL MAR. (a) Tax Increment Participation. For and in consideration of the agreements of the parties set forth in this Agreement, the City and Del Mar agree to participate in the Reinvestment Zone by each contributing into the Tax Increment Fund one hundred percent (100%) of its Tax Increment each year during the term of this Agreement on the Captured Appraised Value of real property within the Reinvestment Zone. The current tax rates of the City and Del Mar are subject to change and the respective Tax Increment Participation pledged in this Agreement shall change to the extent of any change in their tax rates. (b) Payment Dates. The City and Del Mar may not be obliged to pay their respective Tax Increment Participation from other City or Del Mar tax revenues or until the City or Del Mar Tax Increment Participation is actually collected. The obligation to pay the City or Del Mar Tax increment Participation commences as taxes representing the City or Del Mar tax increment are collected for the City or Del Mar and payment shall be due fifteen (15) days after collection. Section 4. TERM OF AGREEMENT. (a) This Agreement becomes effective as of the date of the final signature to this Agreement, and remains in effect through the earlier of (i) December 31, 2028, or (ii) the date on which the Plan has been fully implemented and all Project Costs (as defined in 3110.02, Texas Tax Code, and as may be further limited in the Plan), bonds, notes, or other obligations secured by or payable from, in whole or in part, Tax Increment (referred to in this Agreement as "obligations"), and interest on the obligations payable from Tax Increment collected on the Captured Appraised Value of the real property within the Reinvestment Zone have been paid in full. (b) The first payment of Tax increment by the City under this Agreement is based upon the tax increment base for the property within the Zone being determined as of January 1, 2008, and the payment shall be based upon those taxes as levied in the year 2008. The first payment of Tax Increment by Def Mar under this Agreement is based upon the tax increment base for the property within the Zone being determined as of January 1, 2009, and the payment shall be based upon those taxes as levied in the year 2009. The last payment of Tax increment by Del Mar under this Agreement is for those taxes levied in the year 2028. (c) if the project to be undertaken under the Plan is not undertaken, is discontinued, or is terminated, all monies remaining in the Tax Increment Fund, after satisfaction of lawful claims, must be paid to the participating taxing units in proportion to their respective share of the total amount of tax increments derived from taxable real property in the Zone that were deposited in the Tax Increment Fund during the Fund's existence. In no event shall payment of monies to the participating taxing units exceed ninety (90) days. Section 5. ANNUAL REPORT. On or before the 90th day following the end of the fiscal year of the City, the governing body of the City shall submit to the chief executive officer of each taxing unit that levies property taxes on real property in a reinvestment zone created by the City, including Del Mar, a report on the status of the zone. The contents of the report must contain all information required under section 311.016 of the Texas Tax Code. Section 6. MISCELLANEOUS. (a) Implementation. The City Manager and President of Del Mar are authorized and directed to take all steps necessary or convenient to implement this Agreement. (b) Warranty. This Agreement has been officially authorized by the governing body of the City and Del Mar, 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. (c) Expending Funds. Any payment made by the City or Del Mar 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 Interfocal Cooperation Act. (d) Severability, If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the provision shall be stricken, and all other provisions of this Agreement which can operate independently of such stricken provision shall continue to have full force and effect. (e) Non -Waiver. Failure of any party to this Agreement to insist on the strict performance of any of the agreements in this Agreement or to exercise any rights or remedies accruing under this Agreement upon default or failure of performance may not be considered a waiver of the right to insist on, and to enforce by any appropriate remedy, strict compliance with any other obligation under this Agreement, or to exercise any right or remedy occurring as a result of any future default or failure of performance. (f) (g) 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. Notices. Any notice, invoice, order or other correspondence required to be sent under this Agreement shall be sent by first-class U.S. mail addressed to: Del Mar College Dr. Mark Escamilla President Del Mar College 101 Baldwin Corpus Christi, Texas 78404 City Ronald L. Olson City Manager City of Corpus Christi 1201 Leopard P.O. Box 9277 Corpus Christi, Texas 78469-9277 (h) Entire Agreement. This Agreement merges the prior negotiations and understandings of the parties to this Agreement and embodies the entire agreement of the parties, and there are no other agreements, assurances, conditions, covenants (express or implied), or other terms with respect to the covenants, whether written or verbal, antecedent, or contemporaneous, with the execution of this Agreement. (i) 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. (j) Successors. This Agreement binds and benefits the parties and their legal successors. This Agreement does not create any personal liability on the part of any officer or agent of the City or Reinvestment Zone or any officer, agent, or employee of Del Mar_ (k) 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. (I) Captions. Captions to provisions of this Agreement are for convenience and shall not be considered in the interpretation of the provisions. (m) Governing Law and Venue. This Agreement shall be governed by the laws of the State of Texas and by all municipal ordinances and codes of the City of Corpus Christi and Nueces County, Texas. Venue shall be in Nueces County, Texas. IN WITNESS OF THIS AGREEMENT, the City and Del Mar have made and executed this Agreement in multiple copies, each of which is an original. CITY OF CORPUS CHRISTI Ronald L. Olson City Manager Date: ee-ev ...) ATTEST/SEAL: APPROVED AS TO FORM: Rebecca Huerta Aimee Alcorn -Reed City Secretary Assistant City Attorney Date: For City Attorney DEL MAR COLLEGE DISTRICT L2' rk Escamilla, Ph.D resident Date: THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on / l ,G.rC, 2016, by Mark Escamilla, Ph.D, for Del Mar College, a political subdivision of the State of Texas, on behalf of the college district. Notary Public State of Texas DELIA 6. PERE Notary Public, State al Texas My Commission Expires 12/10/2018 AGENDA MEMORANDUM Future Item for the City Council Meeting of April 12, 2016 Action Item for the City Council Meeting of April 19, 2016 DATE: TO: FROM: March 30, 2016 Ronald L. Olson, City Manager E. Jay Ellington, Interim Assistant City Manager iayell@cctexas.com 361.826.3898 Annual Board Meeting of the Corpus Christi Housing Finance Corporation CAPTION: Annual Board Meeting of the Corpus Christi Housing Finance Corporation PURPOSE: The purpose is to hold the Annual Board Meeting of the Corpus Christi Housing Finance Corporation in order to elect officers and consider the adoption of a resolution pertaining to a loan to be made in connection with the 711 Glenoak Apartments, an affordable housing project. BACKGROUND AND FINDINGS: Election of Officers Each year, the CCHFC must conduct its annual meeting and elect new officers. The Bylaws provide for the following: President, Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, General Manager and Assistant General Manager. Typically, the President and Vice President have been elected from the Board of Directors, and in 2015 the Board elected Lillian Riojas and Chad Magill, respectively, to those positions. The Bylaws provide that all officers do not have to be Board members, and the remaining positions have been held by the persons on City staff holding the functional equivalent positions. The recommendation for these positions is as follows: Secretary Assistant Secretary Treasurer Assistant Treasurer General Manager Assistant General Manager Rebecca Huerta Paul Pierce Constance P. Sanchez Alma Casas Ronald L. Olson E. Jay Ellington 911 Glenoak Apartments Project TG 110 Glenoak, LP is the owner of the 911 Glenoak Apartments and was awarded low-income housing tax credits from the Texas Department of Housing and Community Affairs (TDHCA) from the statewide at -risk pool. This project also was awarded local HOME funds from the Corpus Christi Community Improvement Corporation, but its eligibility for the tax credits is conditioned upon the receipt of an additional loan from a local housing entity. The project is coordinated by Housing & Community Services, Inc. of San Antonio (HCS). The 911 Glenoak Apartments are an existing 68 -unit multi -family housing development at 711 Glenoak Drive in Corpus Christi. The closing of the tax credit transaction will result in the complete redevelopment of that project. On February 17, 2015, the CCHFC Board approved the issuance of a loan commitment to provide an interim loan in an amount up to the difference between the minimum amount required under TDHCA rules for the local points award (estimated at $1,020,000) and the actual amount of HOME funds allocated to the project. After completion of the scoring by TDHCA and the HOME funds allocation by the Corpus Christi Community Improvement Corporation, the resulting interim loan requirement is $720,000. As required by the conditions of the loan commitment made by the CCHFC, HCS has made arrangements with its lender for the project, Wells Fargo Bank, National Association, to loan the $720,000 to the CCHFC, which will re -loan the funds to TG 110 Glenoak, LP, the owner of the project. The loan from Wells Fargo Bank will be a special obligation of the CCHFC repayable solely from the proceeds that it receives from its loan to TG 110 Glenoak, LP. Approval of the attached Resolution authorizing the $720,000 loan from Wells Fargo Bank and the lending of said $720,000 loan proceeds to TG Glenoak, LP is required for the project to close. ALTERNATIVES: N/A. The City has already committed its HOME Program funds for the project. The remaining funding amount must be made from the loan structure proposed. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The action conforms to all applicable City and CCHFC policies. EMERGENCY / NON -EMERGENCY: Non -Emergency. This item requires only one meeting of the CCHFC Board. DEPARTMENTAL CLEARANCES: Housing and Community Development and City Secretary's Office 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: N/A RECOMMENDATION: Staff recommends the approval of the loan to TG 110 Glenoak, LP. LIST OF SUPPORTING DOCUMENTS: Agenda for CCHFC Board Meeting Unapproved January 12, 2016, Board Meeting Minutes Treasurers Report Resolution Relating to 711 Glenoak Apartments AGENDA CORPUS CHRISTI HOUSING FINANCE CORPORATION ANNUAL MEETING Date: Tuesday, April 19, 2016 Time: During the meeting of the City Council beginning at 11:30 a.m. Location: City Council Chambers, Corpus Christi City Hall 1201 Leopard Street, Corpus Christi, Texas 78401 1 Vice President Chad Magill calls meeting to order. 2. Secretary Rebecca Huerta calls roll. Board of Directors Officers , President Ronald L. Olson, General Manager Chad Magill, Vice President E. Jay Ellington, Asst. General Manager Rudy Garza, Jr. Rebecca Huerta, Secretary Michael T. Hunter Paul Pierce, Asst. Secretary Nelda Martinez Margie Rose, Treasurer Colleen McIntyre Constance Sanchez, Asst. Treasurer Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn 3. Approve minutes from the Board's special meeting on January 12, 2016. 4. Review of Treasurers Report 5. Election of Officers: President Vice President General Manager Assistant General Manager Secretary Assistant Secretary Treasurer Assistant Treasurer 6. Adoption of a Resolution Authorizing the Execution of Loan Documents with TG - 110 Glenoak, LP and Wells Fargo Bank, National Association, in connection with a loan in the amount of $720,000 to assist in financing the redevelopment of the 911 Glenoak Apartments. 7. Public comment. 7. Adjourn. MINUTES CORPUS CHRISTI HOUSING FINANCE CORPORATION SPECIAL MEETING January 12, 2016 1:20 p.m. PRESENT Board of Directors Lillian Riojas, President Chad Magill, Vice -President Rudy Garza, Jr. Nelda Martinez Colleen McIntyre Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn Officers Ronald L. Olson, General Manager Susan K. Thorpe, Asst. General Manager Rebecca Huerta, Secretary Paul Pierce, Asst. Secretary Margie Rose, Treasurer Constance P. Sanchez, Asst. Treasurer President Riojas called the meeting to order in the Council Chambers of City Hall at 1:20 p.m. Secretary Huerta verified that a quorum of the Board was present to conduct the meeting and that notice of the meeting had been posted. President Rioj as, referred to Item 3 and called for approval of the minutes of the February 17, 2015 meeting. Mr. Garza made a motion to approve the minutes as presented, seconded by Mr. Rosas, and passed as follows: Garza, Magill, McIntyre, Martinez, Riojas, Rosas, Rubio, Scott, and Vaughn voting "Aye". President Rioj as, referred to Item 4 and called for the presentation of the Corpus Christi Housing Finance Corporation (CCHFC) Treasurer's Report ending September 30, 2015. Constance Sanchez, Assistant Treasurer, stated the unaudited year-end balance report covered the 12 months ending September 30, 2015. She said the assets were $1,316,106 with liabilities of $406,152 for a total fund balance of $909,954. She reported the total revenues for that period were $65,603 with an expenditure of $44,179 for a total fund balance of $909,954. There were no questions. President Riojas, referred to Item 5 and called for public comment. There was none. President Rioj as referred to Item 6, Executive Session. The Corporation went into Executive Session. Executive session pursuant to Texas Government Code § 551.072 regarding the possible sale and valuation of real property located on the west side of N. Chaparral Street between Schatzel and Peoples Street because deliberation in an open meeting would have a detrimental effect on the position of the corporation in negotiations with a third party, with possible action approving a resolution in open session concerning such sale. The Corporation returned from Executive Session and Ms. McIntyre made a motion to decline to accept the proposed contract and direct staff to issue a new Request for Proposal (RFP) for the sale and development of the property including the new package of incentives available for downtown development, seconded by Ms. Riojas and passed unanimously. Minutes — CCHFC January 12, 2016 — Page 2 Ms. Martinez asked that Kim Womack, Director of Communications, engage in an extra outreach on the new tools and incentives for the downtown development area. There being no further business to come before the Corporation, President Rioj as adjourned the meeting at 2:28 p.m. on January 12, 2016. 9030 CC HOUSING FINANCE CORPORATION SCHEDULE OF ACTIVITIES February 29, 2016 Revenues Charges for services Earnings on investments Total revenues Expenditures Community development Total expenditures/expenses Governmental Schedule Funds Adjustments of Activities 13,668 1 13,669 0 13,668 0 1 0 13,669 668 0 668 668 0 668 Excess (deficiency) of revenues over (under) expenditures 13,001 0 13,001 Fund balance at beginning of year 87,000 822,954 909,954 Fund balance at end of year 100,001 822,954 922,955 9030 CC HOUSING FINANCE CORPORATION STATEMENT OF NET POSITION February 29, 2016 Governmental Schedule Funds Adjustments of Net Assets ASSETS Current assets Cash, cash equivalents & investments 100,001 0 100,001 Receivables Accounts 406,152 0 406,152 Total current assets 406,152 0 406,152 Noncurrent assets Land 0 163,841 163,841 Building & Improvements 0 659,113 659,113 Total noncurrent assets 0 822,954 822,954 Total assets 506,153 822,954 1,329,107 LIABILITIES Deferred Revenue Total liabilities FUND BALANCE Assigned Housing Total Assigned 406,152 406,152 100,001 100,001 0 406,152 0 406,152 100,001 0 100,001 0 Total fund balance 100,001 100,001 0 Total liabilities and fund balance 506,153 NET POSITION Invested in capital assets 822,954 822,954 Unrestricted 100,001 100,001 Total net position 922,955 922,955 A RESOLUTION Resolution Authorizing the Execution of Loan Documents with TG -110 Glenoak, LP and Wells Fargo Bank, National Association, in connection with a loan in the amount of $720,000 to assist in financing the redevelopment of the 911 Glenoak Apartments WHEREAS, the Corpus Christi Housing Finance Corporation (the "CCHFC") has been duly created by the City of Corpus Christi and organized pursuant to the provisions of the Texas Housing Finance Corporations Act, Chapter 394 of the Texas Local Government Code, for the purpose of assisting in the provision of housing options for persons of low and moderate income; and WHEREAS, the CCHFC has established a loan program for projects applying for low-income housing tax credits with the Texas Department of Housing and Community Development ("TDHCA") in which the CCHFC makes loans based on an assignment of loan arrangement; and WHEREAS, on February 17, 2015, the CCHFC passed a resolution authorizing the issuance of a loan commitment in an amount not to exceed $1,020,000.00 for a 15 - year loan to TG 110 Glenoak, LP at an interest rate of 3% per annum for the redevelopment of the 911 Glenoak Apartments in connection with an application for low- income housing tax credits filed with TDHCA; and WHEREAS, TG 110 Glenoak, LP has been awarded low-income housing tax credits and has requested a loan in the amount of $720,000.00 and has made arrangements with its lender, Wells Fargo Bank, National Association, to loan such funds to the CCHFC to be re -loaned to TG 110 GLENOAK, LP for the redevelopment of the 911 Glenoak Apartments; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: 1. The CCHFC is authorized to borrow from Wells Fargo Bank, National Association the amount of $720,000.00 for the redevelopment of the 911 Glenoak Apartments in connection with an application for low-income housing tax credits filed with TDHCA. The loan shall be a limited obligation of the CCHFC payable solely from the loan repayments and collateral assignment of a subordinate lien deed of trust provided by TG 110 Glenoak, LP. Such loan shall bear interest at the rate of 3% per annum and have a term of 16 years. 2. The CCHFC authorizes a loan to TG 110 Glenoak, LP in the amount of $720,000.00 to be made from the proceeds of the foregoing loan obtained from Wells Fargo Bank, National Association. Such loan shall bear interest at the rate of 3% per annum and have a term of 16 years. Said loan shall be secured by a subordinate lien against the 911 Glenoak Apartments provided by TG 110 Glenoak, LP. 3. Each of the President, the General Manager and the Assistant General Manager are separately authorized in their respective capacities of the CCHFC for purposes of executing, attesting, affixing the Corporation's seal to, and delivering the documents and instruments required in connection with the loan from Wells Fargo Bank, National Association and the loan to TG 110 Glenoak, LP referenced above as may be necessary or convenient to carry out or assist in carrying out the purposes of this Resolution and the actions taken previously by such authorized representatives in connection with such matters are hereby ratified and confirmed. The loan documents shall be subject to the approval of any of such officers, and the signature of any of such officers on any such loan document shall be evidence of such approval. DULY PASSED AND ADOPTED this day of April, 2016, at the annual meeting of the Board of Directors. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Name: Secretary Title: President C:AUsers\GRANIC-1\AppData\Local\Temp \BCL Technologies\easyPDF 7\@BCL@1C0592D1\@BCL@1C0592D1.docx 2 The above resolution was passed by the following vote: Nelda Martinez Rudy Garza, Jr. Chad Magill Colleen McIntyre Michael T. Hunter Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn AGENDA MEMORANDUM for the City Council Meeting of April 12, 2016 DATE: TO: February 11, 2016 Ronald L. Olson, City Manager FROM: Stacie Talbert Anaya, Interim Director StacieT@cctexas.com 361-826-3464 UPDATE TO CITY COUNCIL Parks & Recreation Master Plan and Community Enrichment Funds STAFF PRESENTER(S): Name 1. Stacie Talbert Anaya Title/Position Interim Director Department Parks & Recreation BACKGROUND: The Parks & Recreation Master Plan was adopted by City Council in October 2012. Based on public input and stakeholder meetings, trends analysis and needs assessments four goals were set for the park system: ■ Bring greater efficiency, value to park development and maintenance ■ Enhance the experience of visiting parks ■ Increase recreation opportunities and activities ■ Acquire new parkland for future development in a strategic manner. Planning efforts to achieve these goals are centered around seven (7) park planning areas that stretch from Labonte Park to Mustang Island. In addition the plan set forth development priorities to be achieved over the next 7-10 years. These priorities include: ■ Community & regional park ■ Bicycle & pedestrian bridge at Oso development Bay ■ Hike & bike trails ■ Bayfront park improvements ■ Aquatic facilities ■ Senior & recreation center ■ Sports fields & complex improvements improvements ■ Tennis center improvements ■ Southside park maintenance facility ■ Heritage Park improvements ■ ADA upgrades & improvements ■ Watergarden improvements ■ Golf course improvements ■ Oso Bay Wetlands Preserve completion Development standards based on the size, usage and unique characteristics of park were established as well as identifying major investment parks to guide future capital projects. Finally, the plan features a standards of care matrix and assigned levels of care to each park. The Community Enrichment Fund was established to hold donations, fees for memorials (trees, benches, plaques etc.) and parkland development fees. The majority of funds are collected through the cash in lieu of parkland dedication requirements and development fee structure established in the Unified Development Code, Article 8.3 Public Open Space. When a developer files a plat for the development of a subdivision they are required to meet two dedication requirements: • Parkland o Single-family developments require 1 acre per 100 dwelling units o Multi -family developments require 1 acre per 200 dwelling unit o In cases where acceptance of parkland is not in line with the Parks and Recreation Master Plan developers must pay a cash in lieu of land fee using the following calculation: Amount of land required (acres) x Market Value of an acre = Fee o The maximum market value is capped at $62,500 per acre. o These fees are utilized to improve regional, community and neighborhood parks within five miles of the development and executed according to the master plan. • Park Development o A fee of $200 per dwelling unit o These fees are utilized to plan and improve regional, community and neighborhood parks to serve the development and executed according to the master plan. The Parks and Recreation Department has utilized these funds build playgrounds, improve parks to meet ADA requirements, serve as matching funds for large projects such as the Oso Bay Wetlands Preserve and Learning Center and the Schanen and Bear Creek Hike & Bike Trails. Currently funds are planned to supplement the execution of the 2012 Bond program, master plan priorities that were not included in the most recent bond program and support efforts of Adopt - a -Park groups. LIST OF SUPPORTING DOCUMENTS: PowerPoint Exhibit A Major Investment Parks Identified in the Master Plan Exhibit B Map of Park Planning Areas CORPUS CHRISTI PARKS& RLC?LAT'ION Parks & Recreation Master Plan and Community Enrichment Funds Council Presentation April 12, 2016 Park System Profile '""" 1 FY 15 Ihrnpacti1 196 Parks 74 parks/spaces adopted 8 Public Pools 2,474 swim lessons 8 Senior Centers 243,843 meals served 5 Recreation Centers 2,467 summer program participants 4 Gymnasiums/Ballfields 2,787 league participants 2 2 Tennis Centers Golf Courses 9.2 Miles of Beach maintained 13,964 court fees 66,796 rounds 159,770 beach parking permits sold Parks & Recreation Master Plan CHRISTI PARKS& • Adopted by City Council October 2012 • Established goals for the park system ■ Bring greater efficiency, value to park development and maintenance ■ Enhance the experience of visiting parks ■ Increase recreation opportunities and activities ■ Acquire new parkland for future development in a strategic manner • Seven Park Planning Areas (PPA) Park P anning Areas ■ Pork Planning Area 1 Park Planning Area 2 Park Planning Area 3 1 Pork Planning Area 4 IN Pork Planning Area 5 IN Park Planning Area 6 • I' 1-.-: - i -I Arco 7 Legend • con courses ❑ State/County Parks 7 Boys/woter Cily Limits ETJ Limits Parks & Recreation Master Plan CORPUS CHRISTI PARKS& • Categorized and established development standards for parks by size and usage Type Size 69 Niche or Pocket Park 74 Neighborhood Park Less than 3 acres 3-10 acres 15 Community Park 10-50 acres 2 Regional and City Parks 50 acres and larger Standard Bench, shade trees , sidewalks All of above plus play equipment, multi purpose fields, walking trails, backstops, shade structures, irrigation All of above plus parking, courts, specialty amenities All of the above plus restrooms, special event support amenities and connectivity to trail system 14 Special Use Varies Athletic fields, historical sites, etc. 13 Nature Park/Preserve Varies 11 Esplanades, Parkways and Trails Varies 10 Beaches, Bay Parks and Boat Varies Ramps Trails, parking, signage, picnic tables Trailheads, signage, benches Water access, lighted parking, piers, ramps 5 Parks & Recreation Master Plan • Established standards of care for maintenance of all parks • Created strategies for reducing maintenance burden ■ Repurpose Parks ■ Strategies for removing, repairing, replacing amenities • Established development priorities ■ Based on public input/needs assessment ■ Focus on larger parks with clusters of amenities ■ Major investment parks 6 Table 65 — Corpus Christi Parks Master Plan: Top Priorities Community & Regional Parks Hike & Bike Trails Aquatic Facilities Sports Fields & Complex Southside Park maintenance facility ADA Upgrades & Improvements Golf Course Improvements Bicycle Pedestrian Bridge at Oso Bay Bayfront Park— Irrigation and Stabilization Senior & Recreation Center Improvements Tennis Center Improvements Heritage Park Houses Water Garden Improvements Oso Bay Wetlands Preserve Walking, jogging & bicycling Swimming & water play Picnicking Bird watching, nature study Fitness opportunities Music, dance, theater Canoeing and kayaking Festivals & Special events Fishing— saltwater Playgrounds & Play equipment Community Enrichment Fund • Established to hold *Donations *Public Open Space Fees *Proceeds from Sales • Unified Development Code, Article 8.3 Public Open Space • Requires developers to meet two requirements • Parkland Requirement ■ Single Family = 1 acre per 100 dwellings ■ Multi -family =1 acre per 200 dwellings ■ Cash in lieu of land • Land requirement x Market value of acre • Maximum market value cap: $62,500/ acre • Regional, community and neighborhood parks ■ within 5 miles per master plan Community Enrichment Fund • UDC Public Open Space continued • Park Development ■ $200 per dwelling unit ■ Plan and improve park development in regional, community and neighborhood parks ■ Per the master plan Community Enrichment Funds PARKS..:. • Past Expenditures $ 1,977,860 ■ Land Acquisition ■ Oso Creek Park & Oso Bay Wetlands Preserve ■ ADA improvements and upgrades ■ Wranosky Park Skate Park ■ Hike and Bike trail grant matching funds ■ Adopt a Park matching grants • Current Fund Balance $ 2,320,865 ■ Appropriated twice per year • Planned Expenditures $ 2,318,368 ■ Community & Major Investments Park Improvements ■ Hike and Bike Trail ■ Oso Bay Wetlands Preserve ■ Neighborhood Parks Questions from Park Fans Exhibit A Major Investment Parks Identified in the Master Plan Park Name West Guth Park Ben Garza Park PPA 1 2 Acres 80 10.9 Community X Primary Community or Regional Park X Lindale Park 2 10.9 X Salinas/HP Garcia Complex 2 156.9 X Parkview Park 3 11.5 X Los Encinos Park Cole Park Brockhampton Park Capt. Falcon Park Cullen Park Lincoln Park 3 11 X 4 43 5 20 X 5 29.3 X 5 17.9 X 5 11.6 X Schanen Park 5 18 X St. Andrews Park 5 30.6 X Bill Witt/Oso Creek Park 5 200 X Parker Park 6 13.74 X Waldron Park 6 20 X Billish Park Commodore Park 7 7 11.2 19 X X IL/ iia op 1 Itimpoir Nook Park Planning Areas • Park Planning Area 1 Park Planning Area 2 Park Planning Area 3 ■ Park Planning Area 4 • Park Planning Area 5 • Park Planning Area 6 ■ Park Planning Area 7 11 u Legend ▪ City Parks ▪ Golf Courses • State/County Parks E. Bays/Water Li City Limits ❑ ETJ Limits ,■■■■■■ k ilEram imippmmerm, mid= r"--- ■ 111 Park Planning Areas CHAPTER 3:: Existing Inventory o N TABLE 12 - PARK PLANNING AREA 1 INVENTORY 00 40 u u K a 10 F Existin. Pro..sed = c 5 i i - _ Z - R Z C _ - U i 0 00 00 1 NP Academy 2.80 Comal St. 1000 Comal M W- A B C B/C 1 3 1977 1 1 1 26 P Brookhill 1.89 Brookhill & Shelton 13121 Shelton Blvd. N B D C B/C 1 1 1981 1 1 1 1 1 39 NP Castle River 3.34 Castle Valley 4121 Castle Valley X N D D D C 1 1 1978 43 P Cenizo 1.85 Rolling Rdge Trl. @ River Rdge Dr. N D D D C 1 1 52 NP Country Club Estates 5.00 Emory Dr. 3332 Emory X N D C CC 1 1 1965 1 72 NP First Colony 10.06 Lone Oak & Prairie Ridge 20 Lone Oak Dr. X N D D DC 1 1 1977 1 1 1 74 NP Forest Park 3.10 Calallen & Smith Rd. 4306 Calallen X N D C C C 1 1 1976 88 NP Hudson 3.25 Man & Erne 8025 Erne A B C C B/C 1 1 1971 1 1 1 1 1 1 99 C Labonte 40.00 Nueces River & Hwy. 77 6667 U.S. Hwy. 77 N B/C C C A/C 1 1 1964 12 1 1 9 183 NP Lt. Stuart J. Alexander 5.18 Frontier & W inrock 10622 Frontier Dr. A B C C B/C 1 1 1978 1 1 1 1 1 1 1 1 115 P Maple Hills 2.00 Deer Run & Up River Rd. N B C C C 1 1 191 P Matthew Thebeau, Officer 2.29 Far Oaks & Up River Rd. 3221 Richmond A A A B B 1 1 1978 2 1 1 1 1 1 117 P McNorton 0.57 McNorton & Caroline 1600 Marshall M B C C B 1 1 1990 1 1 121 NP Mobile 2.06 Benys & Skyline 5906 Skyline Dr. A B C B B 1 1 1971 1 1 1 1 1 1 1 128 P Northwest 1.60 Spaulding Dr. 14602 Spaulding X N D D D C 1 1 1986 145 NP Patterson 3.07 N. Harnngton 10213 N. Harnngton A D D C C 1 1 1962 1 1 160 P San Carlos 2.00 Figueroa St. 12650 Figueroa St. A D D D C 1 1 1989 1 1 1 1 1 165 NP Senior Officer Prieto 3.05 Woodland Creek Dr. 4000 Woodland Creek A B C C B/C 1 1 1981 1 1 1 1 1 1 170 NP Solar Estates 2.84 Ranmst Ln. 2334 Ranmst Ln. A A B B B/C 1 1 1977 1 1 1 1 1 2 1 1 197 P Violet 1.55 Windsor & Violet Rd. 4301 Violet (FM 24) M D D D C 1 1 1971 1 1 1 1 201 RP West Guth 80.00 Up River Rd. 9700 Up River Rd. A A A AB A/C 1 1 1950 1 1 1 1 1 1 4 1 1 1 1 1 204 P Willow 0.93 Willowood Creek Dr. 11418 Willowood Creek M D D D C 1 1 1984 1 1 209 P Woodland 1.56 Wanderin. Creek/Chispa Creek 4204 Wanderin. Creek M B D D C 1 1 1980 1 1 TOTALS 179.99 23.00 21 10 10 9 1 1 1 17 12 2 5 10 2 9 0 RP Hazel Bazemore County Park 177.6 FM 624 @ CR 69 This is a major Nueces County Park that serves the Calallen area, as well as a Regional Nature Tourism Site. TYPE KEY P Pocket Park <0 ac. BP Bay Beach Park NP Neighborhood Park 3-10 ac. SUP Special Use Park C Community Park 11-50ac. PP Nature Park Preserve RP Regional Park >50ac. ESP Esplanades, Parkways, Trails CP City Park >100ac. BR Boat Ramps Ir����..,,,, ,,..,,�� I CUQ " �"�J`'' CREATING A SUSTAINABLE SYSTEM:: The Corpus Christi Strategic Parks and Recreation Master Plan TABLE 13 - PARK PLANNING AREA 2 INVENTORY w Y'i!' d 0 - 2 O E K a Existing Proposed E 7 v 17 5 - = Y% ¢ _ _ - - - 4 NP Airport 3.75 Beechcraft & Post 1061 Post A B C C B/C 2 1941 1 1 1 1 1 1 1 224 P Antonio E. Garcia 0.85 Antonio Garcia Art Center 2001 Agnes St. 1 1 2 8 NP Austin 3.60 Hidalgo & Guatemozin 3737 Hidalgo M B C B B/C 2 1987 20 1 1 1 1 6 11 P Belaire 2.02 Brentwood & Orlando 1347 Brentwood M B C C B 2 1948 3 1 1 1 12 C Ben Garza 10.85 Coke & Howard 1815 Howard N NW B B C B/C 2 1938 2 1 1 1 4 16 NP Botsford 7.15 Hamlet & McArdle 4950 Hamlet M D D D C 2 1954 1 1 18 ESP Brawner Parkway 36.30 Along Brawner Parkway B C B D B 2 23 P Broadmoor 2.48 Churchill & Tarlton 3210 Churchill M A A B B 2 1941 1 1 29 P Cabra 1.36 Parker Alley & Broadway 1323 W. Broadway M D D D C 2 1989 36 P Carroll Lane 1.67 Carroll Ln. & Poplar 3600 Maple A B C C B 2 1946 37 NP Casa Linda 5.08 Norton & Casa Grande 3200 Norton M B C C B/C 2 1955 1 1 1 1 1 1 40 P Caswell 1.57 Naples & Alexander 4199 Naples A D C D B 2 1948 44 P Chiquito 1.24 Pine & Pueblo 223 Pueblo St. M B C C B 2 1970 1 1 4 48 NP Collier 6.17 Redwood & Teak 3801 Harris Dr. M A A C B/C 2 1949 4 1 5 1 1 56 P Cuiper 2.41 Cuiper & Verner 2717 Cuiper N C C NA C 2 1946 58 P Dalhia Terrace North 0.40 Clodah & Eunice 1523 Clodah N D D NA C 2 1939 59 P Dalhia Terrace South 0.37 Clodah & Eunice 1522 Eunice N D D NA C 2 1939 65 NP Dr. H. J. Williams 5.13 Kennedy& Minton 1506 Minton A B B C B/C 2 1927 2 1 1 1 1 5 1 1 64 NP Dr. H.C. Dillworth 3.88 Elgin St. 3000 Elgin A B C C B/C 2 1941 1 1 1 1 2 68 P Easley 2.22 Annapolis & Devon 2823 Devon N B C C C 2 1941 1 1 69 P Edgewood 1.68 Alexander & Brentwood 2725 Alexander X A N/A N/A N/A C 2 1950 1 1 75 P Fountain 1.62 Fountain & Moody 4938 Moody A D D D C 2 1978 1 1 1 2 66 SUP Dr. H.P Garcia 63.85 Greenwood & Gollihar 4305 Greenwood M A B B/D A/C 2 1 2 214 P Garrett, Nancy Todd 2.63 Vitemb & Sherman 2120 Hudson M A B B B 2 1944 1 1 1 1 1 81 P Glen Royal 0.81 Liberty & Victory 3646 Victory Dr. M B C D B 2 1944 86 SUP H.E.B. Park 12.85 Fig & Shely 1501 Shely A A B C B/C 2 1953 1 1 1 1 1 1 1 1 20 89 P Inwood 2.27 Mansheim & Vestal 4821 Vestal A A B B B 2 1958 1 1 1 1 2 91 NP Joe Garza Park 3.14 Highland & Osage 3202 Highland M A B B B 2 1965 2 92 NP John Jones 5.52 Shaw & Harriet 4320 Shaw N B C D B/C 2 1954 1 1 1 1 1 97 P Kosar 0.28 Kosar St. & Staples St. N D D D C 2 -CHAPTER 3:: Existing Inventory 103 P Lawndale 1.00 Daytona & Blevins 3053 Daytona M D C D C 2 1941 104 P Lawson 0.87 Elgin & Soledad 2724 Rogers M B C C B 2 1945 1 1 108 C Lindale 10.93 Swantner & McCall 3133 Swantner M WI A A A B/C 2 1944 1 1 1 2 113 SUP Lovenskold 0.70 Brownlee & 1-37 1600 Antelope M A A C B 2 1937 119 P Mike Zapada 1.96 Sunnybrook & Odem 3010 Sunnybrook A B C C B 2 1950 2 1 1 120 P Mistletoe 0.45 Mistletoe & Chestnut 4427 Mistletoe X N D C D C 2 122 NP Molina Veterans 5.12 Bloomington 1150 Bloomington M A A B B/C 2 3 1 1 1 1 123 NP Moody 6.13 Castenon 4610 Castenon A B C D B/C 2 1 1 129 P Oak Park 2.46 Mueller & Live Oak 4001 Mueller A A A B B 2 1928 10 1 1 1 151 P Prescott 0.45 Shely & Crosstown Exp. 1913 Hawthorne M A A C B 2 1941 1 1 71 SUP Price,Evelyn 28.28 Gollihar & Sequoia 3800 Gollihar N B C D NC 2 1953 1 1 1 1 159 NP Sam Houston 4.00 Brentwood 1629 Brentwood M B C C B/C 2 1949 1 1 2 161 P San Diego 1.53 Niagara & Presa 3224 Niagara M A A NB B 2 1944 1 1 1 1 2 218 SUP Manual Q. Salinas Youth Sports 93.00 Airport Rd property line 910 Airport Rd. A A A A NC 2 2008 1 1 1 1 1 1 1 1 1 1 187 NP T.C. Ayers 8.77 Coke & Winnebago 702 N. Brownlee M B A D C 2 1938 1 1 1 1 1 1 1 189 NP Temple 3.93 Burnet & Niagara 3902 Reynosa A D C C C 2 1945 1 1 2 190 P Tom Graham 2.09 Shell Rd. & Oak Park 3914 Up River Rd. M D C D/NA C 2 193 P Vanderbilt 0.83 Vanderbilt & Ellis 244 Vanderbilt N D D N/A C 2 1939 1 1 2 200 NP West Haven 8.62 Cliff Moss & Rockford 1718 Cliff Moss A B D C 13/0 2 1 1 1 1 2 1 1 202 P Westchester 1.67 Westchester & Avondale 726 Westchester Dr. A B D C B 2 1954 2 1 1 2 203 P Westgate 1.51 Longview West & Granada 321 Longview West M D D D C 2 1941 1 205 P Wilmot 2.85 19th & Howard 310 19th A B C C B/C 2 4 210 NP Woodlawn TOTALS 3.24 383.54 Westside &Erwin 842 Ervin Ave. M A A C B/C 2 1953 54 15 15 1 24 1 0 3 1 41 57 6 13 18 2 3 20 TYPE KEY P Pocket Park <3 ac. NP Neighborhood Park 3-10 ac. C Community Park 11-50 ac. RP Regional Park 050 ac. CP City Park >100 ac. BP SUP PP ESP BR Bay Beach Park Special Use Park Nature Park Preserve Esplanades, Parkways, Trails Boat Ramps Existing Irrigation A - Automatic M - Manual/Quick Couplers B - Combo Auto/Manual N - None WE = working, need evaluation of coverage WA - working with adequate coverage WI - working with inadequate Coverage NW - not working NM = no meter D - damaged beyond repair `."C p CSU CREATING A SUSTAINABLE SYSTEM:: The Corpus Christi Strategic Parks and Recreation Master Plan TABLE 14 - PARK PLANNING AREA 3 INVENTORY NU 5 K O LLO K ix Z Oa U Q Existin. Pro sed QE 1971 1 T. 1 1 u — 1 5 1 1 J E t A - t c E B ' = C C t B/C 3 NP Almanza 6.70 Buggywhip & Lariat 3405 Surrey 34 NP Camargo 5.08 Camargo 2702 Camargo M B C D B/C 3 1983 2 1 1 1 1 1 1 54 P Crestmont 2.30 Cresthill & Carroll Ln. 3521 Cresthill A B C C B 3 1975 1 1 1 1 1 2 76 P Fr. Fernandez 2.00 Frio St. 1820 Frio St. N B C D C 3 1 1 1 94 NP Kingston 5.33 Kingston 3909 Kingston A B C C B/C 3 1965 1 1 1 2 1 1 111 NP Los Encinos 10.00 Greenwood & La Joya 5800 Greenwood A WE B C C B/C 3 1978 2 1 1 1 9 1 1 144 C Parkview 11.50 Parkview & Wickersham 6000 Parkview A WE B C C B/C 3 1 1 1 1 1 3 1 1 147 NP Pebble 5.13 Crestpebble & Hillcrest 5922 Hillcrest A B C C B/C 3 1980 3 1 1 1 1 4 158 NP Sacky 7.00 Sacky & Richter 2719 Sacky A B C C B/C 3 1972 1 1 1 1 2 195 NP Village on the Green TOTAL 3.00 58.04 Green Tree & Green Willow 5500 Green Tree N B C D B/C 3 1 10 8 8 8 0 0 1 1 8 29 0 4 8 0 0 1 TYPE KEY P Pocket Park <3 ac. NP Neighborhood Park 3-10 ac. C Community Park 11-50 ac. RP Regional Park >50 ac. CP City Park >100 ac. BP SUP PP ESP BR Bay Beach Park Special Use Park Nature Park Preserve Esplanades, Parkways, Trails Boat Ramps Existing Irrigation A = Automatic M = Manual/Quick Couplers B = Combo Auto/Manual N = None WE = working, need evaluation of coverage WA = working with adequate coverage WI = working with inadequate Coverage NW = not working NM = no meter D = damaged beyond repair -CHAPTER 3:: Existing Inventory TABLE 15 - PARK PLANNING AREA 4 INVENTORY Existing 1 Proposed P Artesian 1.04 9 SUP 9 SUP 15 PP 9 25 NP 27 BP 130 P 47 62 BP 213 BP 70 PP 70 PP 77 ESP 216 SUP 95 SUP 98 PP 102 NP 105 P 112 ESP 116 ESP 131 SUP 141 BP 150 BP 157 BP 167 SUP 172 NP 178 PP 185 BP Bayfront Art & Science Bayfront Fountain Blucher Breakwater Brookdale C.C. Beach Catalina Martinez Cole Doddridge Dolphin Ennis Joslin 1 Ennis Joslin 2 Furman Parkway Heritage Park Kiwanis La Retama Lamar Lee Manor Louisiana Parkway McCaughan Old City Hall Palmetto Poenisch Ropes Sherrill South Bluff Spohn Surfside 186 BP Swantner 25.00 3.00 4.18 0.15 3.42 35.25 1.07 43.00 6.25 0.75 0.35 0.35 0.67 4.51 2.42 0.50 8.90 1.31 10.84 5.97 1.68 1.32 1.32 3.50 3.24 9.16 0.83 2.40 Chaparral & Twigg Twigg Chaparral & Fitzgerald Shoreline & Fitzgerald Carrizo & Blucher 1700 N. Chaparrel 205 Carrizo Breakwater & Shoreline 2800 N. Shoreline Ashland & Gaines 414 Ashland C.C. Beach off Timon Blvd. 300 Sandbar -South 7th St. 1516 7th St. Ocean Dr. 2600 Ocean Dr. Ocean Dr. & Doddridge 3814 Ocean Dr. CC Beach north end Ennis Joslin & Alameda Ennis Joslin & Alameda Along Furman Ave. Chaparral St. & Fitzgerald St. 6053 Ennis Joslin X 6099 Ennis Joslin X Timon & Tourist 3933 Timon Peoples & Mesquite 500 Mesquite Santa Fe & Barracuda 4231 Santa Fe Palmetto & Troy 318 Palmetto Along Louisiana Parkway S. Shoreline 602 N. Shoreline Shoreline & Kinney 100 Kinney Ocean Dr. & Palmetto 5440 Ocean Dr. Ocean Dr. & Claremore 5602 Ocean Dr. Ocean Dr. & Sinclair 3560 Ocean Dr. Shoreline & Cooper's Alley 222 S. Shoreline Dr. Park & Tancahua 500 Tancahua Mesquite & Lipan 213 Mesquite Surfside & Stewart 3825 Surfside 16.20 Ocear Dr. & S. Shores 5102 Ocean Dr. A A M A M/QC A A A A A A M A A A A A M M A A A A A WA D WE WI WI WA WI A A A A B A C A A A B B A A A B A A A A A A A A A A A A A A C A C A A A C C A A A A C A A A A A A A A A A A 8 A A C/NA D C A C A A A NA NA A A D A C D A A A A A A A D A D 8/C 4 8 4 C 4 C 4 8/C 4 BIC 4 C 4 A/C 4 8/C 4 B 4 C 4 C 4 B 4 A 4 B 4 B 4 8/0 4 C 4 B 4 8/C 4 B 4 B 4 B 4 B 4 B 4 8/C 4 B 4 B 4 A D A A A B/C 4 854 1968 2010 1942 1924 1959 1924 1985 1973 2010 1951 1987 1962 1962 1924 1951 1938 1938 1973 1940 1908 1962 1973 5 3 13 16 3 2 TOTAL 198.58 14 2 2 3 3 5 1 7 19 4 27 2 0 0 0 CREATING A SUSTAINABLE SYSTEM :: The Corpus Christi Strategic Parks and Recreation Master Plan TABLE 16 - PARK PLANNING AREA5 INVENTORY 2 3 10 13 17 20 21 22 24 30 31 35 42 45 46 50 51 53 55 57 60 67 73 79 80 215 83 84 87 217 96 101 100 106 107 NP ESP SUP NP NP NP C NP C ESP PP NP NP C NP ESP NP NP ESP ESP PP NP SUP ESP NP PciaD C Acushnet Airline Bear Creek Bill Witt Brandywine Breckenridge Breckenridge 2 Brighton Brockhampton Candlewood Capt. Falcon Carmel Parkway Cedar Ridge Cimarron Claremont Congress Country Club Creekway Crossgate Cullen Dan Whitworth Durant Flynn Shea Parkway Gardendale Glen Arbor Graceland Greystone Han & Pat Suter Wildlife Holly King's Point Koolside Lakeview Las Brisas Lexington Lincoln 9.96 2.88 9.00 136.00 2.75 7.10 5.6 4.54 20.04 3.78 29.27 6.81 2.79 3.00 1.81 1.96 6.49 0.87 8.93 17.91 4.34 2.84 28.97 3.05 6.59 0.68 0.92 6.50 3.28 1.34 2.41 5.12 0.40 6.73 11.60 Aaron Dr Airline & Hollister Wolverine Rodd Field Mansfield & Summer Ridge Cedar Pass & Grand Junction Sun Valley & Cedar Pass Brockhampton & Dunbarton Brockhampton Birchwood & Lemonwood Oso Pkwy. & Moritz Along Carmel Parkway Ridgeview & Brentridge La Salle & Rock Crest Dr. Caddo & Tim Capital & Congressional Congressional & Brisbane Prairie Dr. Cross Valley & Rivergate Airline & Gollihar Meadowbrook & St. Pius Durant St. Along Flynn Pkwy & Shea Pkwy Holly & Betty Jean Tanglewood & Braeswood Elvis Dr. Sydney Ennis Joslin & Nile Meadowvista Dr. Kings Breeze Dorothy & Bobalo Holly & Rodd Field Fred's Folley Rhine & Thames Made & Lamont 6746 Aaron 2601 Airline 6733 Bison 6869 Yorktown 2601 Summer Ridge 7101 Grand Junction 7100 Sun Valley 3320 Barclay 5934 Brockhampton 6228 Birchwood 4712 Oso Pkwy. 7401 Brentridge 8109 Rock Crest Dr. 701 Caddo 4017 Capital 6400 Brisbane 7306 Prairie 5307 Cross Valley 910 Airline 701 S. Pius 6113 Durant 5522 Holly Rd. 5842 Tanglewood 7201 Elvis Dr. 7301 Sydney St. 6000 Ennis Joslin 6451 Meadowvista 1001 Dorothy 7110 Holly 3945 Freds Folly 6721 Rhine 4400 Adkins A A B A A A M A A M M A A A A A A A A A B A M A A A M WE NW WE WI C/D D B D B B B B B B D B D B D B B A D D B B D B D A D B D B C C C C C B D D C A D A C D N/A B D C D D D D D C D C B D D B/NA D D D A C A/C B/C BIC B/C B IC B/C B IC B/C B/C B/C BIC B/C B/C BIC 8/C 8/C B IC 8/C 5 5 5 5 5 5 5 5 5 5 5 5 5 1974 1977 1986 1979 1984 1982 1982 1982 1967 1984 1986 2001 1955 1967 1982 1981 1955 1964 1986 1954 1965 2007 2006 1950 1980 2009 1954 1962 2009 1966 1953 7 4 2 5 4 2 2 4 2 2 2 16 CHAPTER 3:: Existing Inventory 109 NP Lions 6.00 Holmes & McArdle 4806 Holmes Dr. A B C C 8/C 5 1953 1 1 1 110 NP Lipes 4.80 Lethaby 5004 Lethaby X N D D D C 5 1989 114 NP Malibu 6.73 Kingston & Fresno 4224 Tripoli A B C C B/C 5 1963 1 1 1 1 1 1 118 NP Middlecoff 8.70 Long Meadow Dr. 5122 Merganser A B C D 8/C 5 2 1 1 1 1 1 5 1 1 1 124 NP Mt. Vernon 7.25 Holmes & McArdle 5151McArdle M B C C C 5 1956 1 1 1 1 126 PP Nature Park 6.50 Greely & Poenisch 5325 Greely X A A A 6 C 5 1950 127 NP North Pope 4.30 Catalina & Ft. Worth 3901 Ft. Worth 8 B 6 B 8/C 5 1952 1 1 1 1 1 219 PP Oso Bay 172.61 Holly Rd. & Wooldridge Rd. N D D D C 5 132 RP Oso Creek 1 104.90 Oso Creek Pkwy. 6805 Safety Steel N C/D D N/A C 5 1987 1 133 PP Oso Creek 2 115.00 Cimarron End of Cimarron X N C/D D N/A C 5 1990 134 PP Oso Creek Parkland 86.99 Oso Parkway & Staples St. Across the Creek A B C C 8/C 5 136 NP Oso Place Park 5.65 Prince & Barr 1000 Prince M A B B B/C 5 1 1 1 1 1 143 P Parklane 1.95 Arlene& Mt. Vernon 4600 Arlene A D C C C 5 1959 1 221 SUP Paul Jones Sports Complex 39.10 Paul Jones & Barnhardt A A B B A/C 5 146 P Peary 1.00 Paul Jones & Barnhardt 1750 Paul Jones M D C D C 5 1964 1 1 1 1 148 P Penn Place 1.67 Aaron Dr. & Sun Valley 4302 Aaron X N D D D C 5 152 P Rancho Vista 1.32 Rancho Vista Blvd. & Vaquero Dr. A B C B C 5 153 P Reflections Linear Park 0.81 Oso Pkwy. 4924 Oso Pkwy. N D D D C 5 1 155 NP Ridgewood 5.04 Malden & Crestwick 5730 Malden A D C C C 5 1974 1 1 1 1 162 NP Sands 5.55 Silver Sands/Dawn Breeze 1802 Silver Sand Dr. A 8 C C 8/C 5 1977 1 1 1 1 1 1 1 1 1 163 C Schanen 17.99 Kerry & O'Toole 5930 O'Toole A WE B C C 8/C 5 1966 1 1 166 NP Sgt. J. D. Bock 3.93 Vancouver & Canadian 7327 Canadian A B C C 8/C 5 1981 1 1 2 1 168 NP Sherwood 5.86 Sherwood & Warwick 4100 Linden M B C D 8/C 5 1 1 1 1 169 NP Snead 4.12 Snead & Hogan 6737 Snead A B/D C C 8/C 5 1973 1 1 1 1 2 171 NP South Bay 5.90 Sea Ln. & Seashore 1013 Harbor Lights A B C C 8/C 5 1958 1 1 1 1 3 1 1 174 NP South Pope 8.00 Ft. Worth & Driftwood 4000 Driftwood 8 B C D B/C 5 1952 1 1 1 176 NP Southfork 9.21 Oso Pkwy. & Twin Creek 2838 Oso Pkwy. N B C D B/C 5 1983 1 2 180 C St. Andrews 30.55 Royalton & St. Adnrews 5902 St. Andrews A WE A B C A/C 5 1 1 1 7 1 2 179 NP St. Denis 5.42 St. Denis & Annemasse 6200 St. Denis A B C D B/C 5 1985 1 1 2 181 NP Stonegate 5.35 Oxford & Bonner 4610 Bonner A B C D B/C 5 1966 1 1 1 1 2 1 1 182 P Stony Brook 1.96 Stony Brook & Cedar Brook 7653 Stony Brook A B C D C 5 1986 1 1 1 184 NP Sugar 3.28 Candy Ridge 7342 Candy Ridge A B C D 8/C 5 1982 2 1 1 1 1 2 223 PP Park Property "X" 3.47 Calgary Dr. & Oso Bay X N N N N C 5 194 ESP Victoria Park 6.22 Oso Creek Pkwy/Barnes Elem. 2800 Oso Pkwy. X N B C D C 5 196 P Vineyards 1.00 Vinyard Dr. & Napa+D21 6900 Vineyard N B C D C 5 199 P Wales 2.37 Wapentate & Grand Junction 4518 Wapentate N B C D 8/C 5 1984 1 1 1 1 206 NP Windsong 2.97 Meadowbreeze & Cottonclub 6830 Meadowbreeze A B C C 8/C 5 1985 1 1 1 1 2 207 NP Windsor 4.78 Sheridan & Harry 628 Sheridan 8 B C D B/C 5 1951 1 1 1 1 1 1 208 NP Winrock 5.90 Cedar Pass & Winrock Ln. 4930 Cedar Pass A D C D C 5 1978 1 1 1 1 1 1 3 1 1 211 NP Wooldrid.e TOTAL 6.18 1086.59 Cricket Hollow& C. Oaks 6229Wilderock A B C C 13/0 5 1979 1 33 1 34 1 28 1 27 3 0 1 7 1 50 6 86 0 1 19 1 28 0 20 2 CREATING A SUSTAINABLE SYSTEM:: The Corpus Christi Strategic Parks and Recreation Master Plan TABLE 17 - PARK PLANNING AREA 6 INVENTORY 6 NP Aquarius 8.62 Aquarius & Schooner 15002 Aquarius 81 D B/C 7 1968 2 14 C Billish, Sandy & Don 11.15 Gypsy & Fortune Bay 15601 Gypsy A C 7 49 C Commodore 18.99 Commodore & Swordfish 145002 Swordfish D 7 1973 63 NP Doudon 6.77 Cobo De Bara & Pon Royal 13608 Port Royal C B/C 7 1969 220 BR Packery Channel Park 85.66 Hwy 361 & Beach Access Rd 3-A N N A C C 7 139 BP Padre Island Beach (Mike Ellis Beac 18.29 Beach in front of Seawall/Windward Parking N N A C C 7 64 PaoQ NP Ulberg 3.40 TOTALS 152.88 ackfish Ave. 4125 Jackfish Ave D B 968 1 2 2 5 0 0 1 5 7 0 3 2 0 0 0 TYPE KEY P Pocket Park <3 ac. NP Neighborhood Park 3-10 ac. C Community Park 11-50 ac. RP Regional Park >50 ac. CP City Park >100 ac. BP SUP PP ESP BR Bay Beach Park Special Use Park Nature Park Preserve Esplanades, Parkways, Trails Boat Ramps Existing Irrigation A - Automatic M - Manual/Quick Couplers B - Combo Auto/Manual N - None WE = working, need evaluation of coverage WA - working with adequate coverage WI - working with inadequate Coverage NW = not working NM = no meter D - damaged beyond repair Existin. Pro.. ed e 33 P Caribbean 1.00 Mediterranean & Otranto 601 Mediterranean N D D D C 6 1973 38 P Castle 2.88 Alhambra & Versailles 3201 Versailles A B C C B/C 6 1980 1 1 1 61 PP Dimitt 1.50 Jester & Laguna Madre 202 Jester N D D D C 6 1986 1 2 1 82 P Golden Oaks 2.95 Red Oak Dr. 2033 Red Oak Dr. A B C C BIC 6 1979 1 1 1 142 C Parker 13.74 Waldron & Graham 654 Graham Rd. A 871 A B B B,/C 6 1963 1 1 8 1 1 1 154 P Retta 1.68 Furgale & Vialoux 2441 Vialoux 81 B C C B 6 1981 1 1 1 2 1 1 175 P South Seas 1.53 Panay & Sulu 2829 Panay Dr. A B C C B 6 1981 2 1 1 1 192 NP Turtle Cove 7.98 Love Bird & Oriole 9516 Love Bird A B C C B/C 6 1975 2 1 1 1 198 C Waldron 20.00 St. Francis & St. Benedict 3002 St. Francis A B C C 8/C 6 1981 1 1 1 1 1 4 1 1 212 P Wranosky 2.88 Graham Rd. 422 Graham Rd. A B C C 13/0 6 1963 1 1 2 TOTALS 56.14 7 2 2 9 0 1 0 5 19 1 7 2 1 0 0 6 NP Aquarius 8.62 Aquarius & Schooner 15002 Aquarius 81 D B/C 7 1968 2 14 C Billish, Sandy & Don 11.15 Gypsy & Fortune Bay 15601 Gypsy A C 7 49 C Commodore 18.99 Commodore & Swordfish 145002 Swordfish D 7 1973 63 NP Doudon 6.77 Cobo De Bara & Pon Royal 13608 Port Royal C B/C 7 1969 220 BR Packery Channel Park 85.66 Hwy 361 & Beach Access Rd 3-A N N A C C 7 139 BP Padre Island Beach (Mike Ellis Beac 18.29 Beach in front of Seawall/Windward Parking N N A C C 7 64 PaoQ NP Ulberg 3.40 TOTALS 152.88 ackfish Ave. 4125 Jackfish Ave D B 968 1 2 2 5 0 0 1 5 7 0 3 2 0 0 0 TYPE KEY P Pocket Park <3 ac. NP Neighborhood Park 3-10 ac. C Community Park 11-50 ac. RP Regional Park >50 ac. CP City Park >100 ac. BP SUP PP ESP BR Bay Beach Park Special Use Park Nature Park Preserve Esplanades, Parkways, Trails Boat Ramps Existing Irrigation A - Automatic M - Manual/Quick Couplers B - Combo Auto/Manual N - None WE = working, need evaluation of coverage WA - working with adequate coverage WI - working with inadequate Coverage NW = not working NM = no meter D - damaged beyond repair AGENDA MEMORANDUM City Council Meeting of April 12th 2016 DATE: April 7, 2016 TO: Ronald L. Olson, City Manager FROM: E. Jay Ellington, Interim Assistant City Manager Jayell@cctexas.com (361) 826 3898 Discovery - Transportation Network Company Ordinance Reconsideration STAFF PRESENTER(S): Name 1. Ron Olson 2. E. Jay Ellington 3. William Breedlove 4. Joseph "Buck" Brice OUTSIDE PRESENTER(S): Name 1. 2. 3. Title/Position City Manager Interim Assistant City Manager Captain CCPD Assistant City Attorney Title/Position Department City Manager's Office City Manager's Office CCPD City Attorney's Office Organization BACKGROUND: On March 8, 2016, the City Council passed Ordinance No. 030788 which defined regulations for Transportation Network Companies to operate in Corpus Christi. Upon consultation with the City Manager, the City Secretary did not publish Ordinance No. 030788 and as a result it has not yet become effective. On March 29, 2016, City Council voted to reconsider Ordinance No. 030788 directing the City Manager to bring Ordinance No. 030788 back without the inclusion of biometric fingerprint background checks to Council along with the City's current vehicles for hire ordinance within 30 to 60 days. LIST OF SUPPORTING DOCUMENTS: Presentation — Transportation Network Company Ordinance Reconsideration Spreadsheet — Summary of TNC Ordinances in 16 Texas Cities City of Corpus Christi Transportation Network Company Discover, Discuss & Decide Process April 12, 2016 Timeline March 29 Direction Given - City Manager to Return in 30 to 60 days with a TNC ordinance excluding Background Checks which Include Biometric Finger Printing April 12 19 26 May 10 17 24 Additional Requests - Follow 3D Review Process, Review Audit Profiles for Background Checks & Review Cities Justification for Excluding Finger Printing Discovery - Transportation Network Companies Council Question Period for Staff Discovery - Vehicle for Hire/Taxi Regulations Staff Respond to Questions from April 12th Council Question Period for Staff Discovery / Discuss Staff Respond to Questions from April 19th TNC Skype Session for Available Texas Cities Representatives Discuss / Direction 2nd Reading ? 2nd Reading ? Discovery Timeline April 12 Discovery - Transportation Network Companies Corpus Christi Ordinance Under Reconsideration Review Ordinances from 15 Other Texas Cities Review Background Check Requirements Pros & Cons to Regulations Review Background Check Audit Findings 19 Discovery - Vehicle for Hire/Taxi Regulations Review TNC Discovery Corpus Christi Existing Taxi Ordinance Matrix of Taxi Ordinances Identify Over Regulation Provide Taxi Company Input Respond to Council Questions 4.12.16 TNC Discovery Spreadsheet Overview Findings of TNC Regulations from 16 Texas Cities (Including Corpus Christi) TNC Company: • 9 of 16 Require TNC Companies Obtain a Permit • 8 of 16 Require Permitting Fees • 3 of 16 Require a Trade Sign or Emblem TNC Driver: • 5of16 • 3of16 • 6of16 • 2of16 • 1of16 Require Drivers Obtain a Permit Require Driver Permitting Fees Require TNC Conduct Background Checks Require Finger Print Background Checks (Not Including San Antonio) Includes an Audit Protocol for 3rd Party Background Checks TNC Vehicle: • 5 of 16 Require Annual Inspections • 3 of 16 Identify Minimum Vehicle Age Standards * Corpus Christi Ordinance in Reconsideration (CC Considered as if Adopted WITHOUT FINGER PRINTING Background Checks in this Review) * 7 of 16 Texas Cities TNC Ordinances are in Draft Phase Questions Questions for Staff Regarding Transportation Network Companies TNC Ordinance Standards City Data & Ordinance Adoption TNC DRIVER VEHICLE AIRPORT TNC requires permit to operate TNC permit fee Requires place of business within the City Trade Signage oremblem Right to inspect business and operca«dss TNC driver permit required TNC driver permit fee Limit on operating hours of driver Physical / Medical Background check for drivers required Vehicle Inspection Limit on age of vehicle Compliance with Airport Regulations Airport Permit Airport Fees Corpus Christi Under Reconsideration Annual 25k gross receipts no yes, readable at apermit distance of at least 50 feet yes Vehicle for hire driver's50 required , valid 2 years Dover limited to 12 hours in 29 hour Ono span yes Counci/Oisvetion Annual by Gty inspectoresta inspector 10 years (7 yearsab with 3year extension) required TO Be Established currently ently blished Abilene 02/9/116 Annual 500 No, requires 1pre11;11611 located in Ory n/a 111 No, INC responsible for ensuring driver's are qualified Na Na no TNC responsible for conducting Nationwide background check No, require c ompliance with State lax no Na n/a n/a Amarillo No INC Regulations No INC Regulations No INC Regulations No INC Regulations No TNC Regulations Vehicle for hire permit required No INC Regulations No INC Regulations No INC Regulations Fingerprint background check conduced by Oty No INC Regulations No INC Regulations No INC Regulations No INC Regulations No INC Regulations AustinNo, 12/2015 BALLOT MAY 7th Aual nn Not established requires representative located in City Yes, City approved emblem no Chauffeur's permit required, vac)for 2 years Not established Driver limited 1612 hours in 29 hour Eno span no Fingerprint background checks 99% compliance by February 2, 2017 Schedule as established by Department, no required no $1.00 per Op Beaumont 01/2015 Annual 100 No, requires registered agent in the State of Texas no yes n/a n/1 Nano INC responsible for c onducting Nationwide background check No, require c ompliance with State law no n/a n/a n/a Bryan passer ,stRea,„g., College Station 12/2015 Annual Ranges from $300 to $1,200 based on 11 of drivers No, requires registered agent in the State of Texas no yes No, INC responsible for ensuring drivel's are qualified n/a no no TNC responsble for conducting Nationwide background unodry �ck (sveiECT MOM No, require state sticker no n/a le n/a Dallas 12/2014 Annual $282.00 Annually for Operating Authority Perit®$3.00 Per Year Per Vehicle method for contact and veoficabon No, Only for Hail able vehicles yes Yes, 2 Years $30.00 for 2 years n/a yes TNC responsible for conducting Nationwide background check Annually, Within 90 days of Vehicle Perm, no required no, City of Dallas operating authority qualifies for DRV Airport Ranges from $7.00 to $90.00 EI Paw oWf Worth Beingtot »: s A A • t s t s t t t s Houston 08/2014 Annual 2% gross receipts yes yes, readable at; distance of at least So feet yes Vehicle for hire drivers license required, valid 2 years 11.06 Driver limited to 12 hours in 29 hour Erne span 3rd Party Medical Screening and Drug Testing 30 days prior to receiving a permit Fingerprint background check (approzmalely $90, perfomed by Texas DPS vender) Annual, City designated inspector 10 years (7 years with 3year extension) required Ye;no permit fee $1.25 per departure from HOU, $225 per departure from ]AH Lubbock 428.16 FkstReading Odessa 412.16 San Antonio 10/2015 2 year ranges from $600 to $25,000 per yea based on # of vehicles 1quires No, requires registered agent in the State of Texas no yes Vehicle for hi re license required, valid 2 years no Drivers limited to l2 hours with 8 hr. off line no INC responsible for conducting Nationwide bac round check /F,n� Prot rherk s pender.w.ary gmontharreementl Annual, TNC to perform 8 years require d no 1.00 $ per to San Marcos 05/2015 Annual 900 No, requires registered agent in the State of Texas no yes No, TNC responsible fon ensuring driver's are qualified n/a no no TNC responsible for c o ndNationwide background cheek No, require compliance with State law no Na n/a Na Waco * No Specific Inc Ordinance/TNC Ordinance Pending Council Approval