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HomeMy WebLinkAboutAgenda Packet City Council - 03/28/2017 Corpus Christi 1201 Leopard Street - f' Corpus Christi,TX 78401 i cctexas.com Meeting Agenda - Final City Council Tuesday, March 28,2017 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. CITIZEN COMMENTS WILL BE LIMITED TO THREE MINUTES. Please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive)that the Public would like to use while they speak to the City Council MUST be submitted a minimum of 24 hours prior to the meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. Si Usted desea dirigirse al Concilio y cree que su ingl6s 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 Pro Tem Lucy Rubio to call the meeting to order. B. Invocation to be given by Reverand Bruce Wilson, Church of Reconciliation. C. Pledge of Allegiance to the Flag of the United States to be led by Sylvia Carrillo, Assistant City Manager. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. E. Proclamations /Commendations 1. 17-0394 Proclamation declaring March 26 - April 1, 2017, "Cesar Chavez Week". Proclamation declaring April 3 - 7, 2017, "Graduate and Professional Student Appreciation Week". Proclamation declaring April 4, 2017, "Mayor's Day of Recognition for National Service". Proclamation declaring April 4, 2017, "National Equal Pay Day". Proclamation declaring April 8, 2017, "Earth Day - Bay Day 2017". Proclamation declaring April 8, 2017, "Special Olympics Texas - Spring Games Day". Corpus Christi Page 1 Printed on 3/27/2017 City Council Meeting Agenda-Final March 28,2017 Swearing-In Ceremony for Newly Appointed Board, Commission and Committee Members. F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. OTHER G. MINUTES: 2. 17-0396 Regular Meeting of March 21, 2017 and City Council Retreat of January 13, 2017. Attachments: Minutes- March 21, 2017 Minutes-January 13, 2017.pdf H. BOARD &COMMITTEE APPOINTMENTS: (NONE) I. 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. J. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. 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. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. Corpus Christi Page 2 Printed on 3/27/2017 City Council Meeting Agenda-Final March 28,2017 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. K. CONSENT AGENDA: (ITEMS 3 - 22) 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. 3. 17-0327 Resolution to Authorize Submission of Grant Application for the Local Border Security Program Grant within the Police Department Resolution authorizing the City Manager, or designee, to submit a grant application in the amount of$189,612.88 to the Office of the Governor Homeland Security Grants Division for funding eligible under the FY 2017-18 Local Border Security Program Grant. Attachments: Agenda memo LBSP application 03.21.2017 Resolution -Local Border Security Grant 2017- Police 4. 17-0290 Public Art for Collier Pool Motion authorizing the City Manager or designee to execute documents necessary to purchase a work of art created in painted steel, by the artist group Monument Fine Art and Sculpture Conservation, in the amount of$17,500 for the Aquatic Facility Upgrades and Improvements - Collier Pool Project to fulfill the public art requirement. (Bond 2012 Proposition 4) Attachments: Agenda Memo-Collier Pool Art Work Artist Agreement-Collier Pool Monument Fine Art LLC 5. 17-0357 Art Donation Agreement for La Retama Park Corpus Christi Page 3 Printed on 3/27/2017 City Council Meeting Agenda-Final March 28,2017 Motion authorizing the City Manager, or designee, to execute an agreement with Rhodes Urban for the donation and acceptance of a cast aluminum art sculpture known as "Community Column" by Artist, Jack Gron, Art Professor at Texas A&M Corpus Christi, as well as an internationally known artist, honoring the memory of Norma Urban, a member of the Downtown Management Group, to be placed at La Retama Park. Attachments: Agenda Memo-Art Donation - La Retama Park Agreement-Art Donation - La Retama Park Proposed Site Plan -Art Donation - La Retama Park Art Donation -Community Column Specifications 6. 17-0316 Resolution to Authorize Food Program Purchase for Senior Centers and Summer Youth Programs Resolution authorizing the City Manager to execute all documents necessary to purchase up to $191,360.00 in food supplies for the City Senior Center Meals Program through the Coastal Bend Council of Governments (CBCOG) participation in the TEXAS 20 Purchasing Cooperative as organized and administered by the Education Service Center, Region 20; and ratifying the purchase of food supplies for the said program in January-February 2017 through the CBCOG participation in the TEXAS 20 Purchasing Cooperative in the amount of $46,898.11 from Labatt Food Services and $9,352.13 from Hill Country Dairies. Attachments: Agenda Memo-CBCOG Food Program Purchase Resolution -CBCOG Food Program Purchase 7. 17-0302 Rental and Servicing of Portable Toilets for Beach Operations Motion authorizing City Manager, or designee, to execute a service agreement with Progressive Waste Solutions of TX, Inc., dba Skid-o-Kan, of Corpus Christi, Texas for rental and servicing of portable toilets for Beach Operations, in accordance with Request for Bid No. 816, based on the lowest, responsive, responsible bid for a total amount not to exceed $22,600, with an estimated expenditure of$11,300 in FY 2016-2017. The term of this contract will be for 12 months with options to extend for two additional 12-month periods at the sole discretion of the City. Attachments: Agenda Memo- Rental and Servicing of Portable Toilets Bid Tabulation- Rental and Servicing of Portable Toilets Service Agreement- Rental and Servicing of Portable Toilets Form 1295 8. 17-0318 Construction Contract for Ocean Drive Park Improvements -Cole Park (Bond 2012, Proposition 4) Corpus Christi Page 4 Printed on 3/27/2017 City Council Meeting Agenda-Final March 28,2017 Motion authorizing the City Manager, or designee, to execute a construction contract with JE Construction Services of Corpus Christi, Texas in the amount of$725,120 for the Ocean Drive Park Improvements - Cole Park for the base bid and additive alternates 1, 2 and 3 (Bond 2012, Proposition 4). Attachments: Agenda Memo Ocean Drive Park Imps-Cole Park Prosect Budget Ocean Drive Park Imps-Cole Park.xlsx Location Map-Ocean Drive Park Imps-Cole Park.pdf Presentation -Ocean Drive Park Improvements Letter of Recommendation.pdf Form 1295-JE Construction.pdf 9. 17-0320 Construction Contract for South Alameda Street from Ayers Street to Louisiana Avenue (Bond 2012, Proposition 1) (Council Priority - Streets) Motion authorizing the City Manager, or designee, to execute a construction contract with CPC Interests, LLC Dba Clark Pipeline Services of Corpus Christi, Texas in the amount of$4,996,832.79 for South Alameda Street from Ayers Street to Louisiana Avenue for Base Bid 2. (Bond 2012, Proposition 1) Attachments: Agenda Memo South Alameda Project Budget South Alameda Location Map South Alameda Recommendation Letter Form 1295 Clark Pipeline Informal Staff Report 2-2-17 Asphalt Concrete Presentation South Alameda 10. 17-0321 Construction Contract for Ayers Street from Ocean Drive to Alameda Street (Bond 2014, Proposition 1) (Council Priority - Streets) Motion authorizing the City Manager, or designee, to execute a construction contract with CPC Interests, LLC Dba Clark Pipeline Services of Corpus Christi, Texas in the amount of$6,254,181.88 for Ayers Street from Ocean Drive to Alameda Street for a total Base Bid plus Additive Alternates 1 and 3. (Bond 2014, Proposition 1) Attachments: Agenda Memo Ayers Street Prosect Budget Ayers Street Location Map Ayers Street Presentation Ayers Street Recommendation Letter Avers Street Corpus Christi Page 5 Printed on 3/27/2017 City Council Meeting Agenda-Final March 28,2017 Form 1295 Clark Pipeline Informal Staff Report 2-2-17 Asphalt Concrete 11. 17-0322 Construction Contract for City-Wide Water Distribution System Repair and Replacement Indefinite Delivery/ Indefinite Quantity Program (Capital Improvement Program) (Council Priority -Water) Motion authorizing the City Manager, or designee, to execute a construction contract with CPC Interests, LLC dba Clark Pipeline Services, LLP of Corpus Christi, Texas in the amount of$5,100,000 for the City-Wide Water Distribution System Repair and Replacement Indefinite Delivery/Indefinite Quantity (IDIQ) Program for one (1) year base contract with two (2) optional one (1) year extensions to be approved administratively subject to availability of funding and satisfactory contractor performance. Attachments: Agenda Memo-Water IDIQ.docx Project Budget-Water IDIQ.xls Location Map-Water IDIQ.pdf Presentation -Water IDIQ.pptx Form 1295-Water IDIQ Letter of Recommendation -Water IDIQ 12. 17-0324 Resolution authorizing Interlocal Agreement for Soil Analysis Resolution authorizing the City Manager or designee to execute an Interlocal Agreement with Texas A & M AgriLife Extension Service for a soil testing program. Attachments: Agenda Memo- Interlocal Agmt for Soil Testing Resolution -TAM AgriLife Soil Testing Program Interlocal Agmt TAM AgriLife Soil Testing Program 2017 FINAL Attach-Sto rmwate r Education and Outreach Plan 13. 17-0300 Supply Agreement for Ferrous Sulfate for Wastewater Plants Motion authorizing City Manager, or designee, to execute a supply agreement with Pencco, Inc., of San Felipe, Texas for the purchase of Ferrous Sulfate ("chemical") in response to Request for Bid No. 1020 based on the lowest, responsive, responsible bid for a total amount not to exceed $290,250.00, with an estimated expenditure of$145,125.00 in FY2016-2017 and funded by the Wastewater Fund. The term of the agreement is for one year with an option to extend for up to four additional one year periods, subject to the sole discretion of the City. Attachments: Agenda Memo- Ferrous Sulfate Bid Tabulation - 1020- Ferrous Sulfate.pdf Ferrous Sulfate Supply Agreement Corpus Christi Page 6 Printed on 3/27/2017 City Council Meeting Agenda-Final March 28,2017 1295 Form 14. 17-0201 Lease-Purchase of Two Vactor and One Vacall (Body and Chassis) Combination Sewer Trucks for Wastewater Motion authorizing the City Manager, or designee, to lease-purchase two Vactor combination sewer trucks and a Vacall chassis for combination sewer truck (for Vacall body listed below) from Houston Freightliner, of Houston, Texas, based on the cooperative purchasing agreement with Houston-Galveston Area Council, and one Vacall body for a combination sewer truck from Waukesha-Pearce Industries, Inc., of Houston, Texas, based on the cooperative purchasing agreement with Texas Local Government Purchasing Cooperative, dba BuyBoard; for a total amount not to exceed $1,167,613.39, with an estimated expenditure of$77,774.20 in FY2016-2017. Attachments: Agenda Memo-Vactor and Vacall Sewer Trucks Price Sheet-Vactor and Vacall Sewer Trucks Form 1295-Vactor and Vacall ewer Trucks 15. 17-0346 Purchase of 23 Police Vehicles and Upfitting Equipment for the Police Department Motion approving the purchase of 23 police vehicles from Caldwell Country Ford dba Rockdale Country Ford, from Caldwell, Texas and the upfitting equipment from Cap Fleet Upfitters from Temple, Texas, based on the cooperative purchasing agreement with Texas Local Government Purchasing Cooperative, dba BuyBoard for the total amount not to exceed $1,034,360.16. Funds have been approved for FY2016-2017. Attachments: Agenda Memo- Police Vehicles and Upfitting Price Sheet- Police Vehicles.xlsx Price Sheet- Police Vehicle Upfitting.xlsx 16. 17-0364 Resolution Amending Council Policies Resolution amending City Council Policy Section 16 to reduce the number of City Council Members required to place an item on the agenda or to call a special or workshop meeting from at least five members to four members; and to update said policy regarding regular meeting time. Attachments: Agenda Memo-City Council Policy 16 Amended.pdf Resolution -City Council Policy 16 Amended.pdf 17. 17-0367 Second Reading Ordinance -Amending Code of Ordinances, Chapter 39, Personnel Article III Employment Compensation and Classification System Section 39-303(a) and (e) (1st Reading 3/21/17) Corpus Christi Page 7 Printed on 3/27/2017 City Council Meeting Agenda-Final March 28,2017 Ordinance amending the Corpus Christi Code of Ordinances Chapter 39 Personnel Article III Employee Compensation and Classification System Section 39-303 (a) and (e) by eliminating Pay Plan 400 to allow moving the Police Commander and Assistant Chief positions to the Pay Plan 200 repealing conflicting ordinances and rules; providing for effective date and providing for severence. Attachments: Agenda Memo-Ordinance Change for Police - Final 02.10.17 (002) Ordinance - Eliminating 400 Pay Plan 18. 17-0360 Second Reading Ordinance -Appropriating Funds for Park Improvements (1st Reading 3/21/17) Ordinance authorizing the City Manager or designee to execute all documents necessary to appropriate $765,453.93 funds from sale of park properties in the 4720 Community Enrichment Fund for park improvements and other related projects as described on the attached and incorporated Exhibit A. Attachments: Agenda Memo-Appropriation - Park Sale Funds Ordinance -Appropriation - Park Sale Funds Exhibit A-Appropriation - Park Sales Park Sale Map 19. 17-0256 Second Reading Ordinance - Closing a Utility Easement Located at 15401 Dyna Street (1st Reading 3/21/17) Ordinance abandoning and vacating a 233-square foot portion of an existing utility easement out of a part of Padre Island- Corpus Christi No. 4, Block 235, Lot 1, located at 15401 Dyna Street and requiring the owner, Hadi Mostaghasi d/b/a H & M Homes, to comply with the specified conditions. Collecting a one-time fee for fair market value of $830.06. Attachments: Agenda Memo-15401 Dyna St Ordinance with Exhibits rev Aerial Maps-15401 Dyna St 20. 17-0288 Second Reading Ordinance - Closing a Utility Easement Located at 7185 Lake Placid (1st Reading 3/21/17) Ordinance abandoning and vacating an 87.3-square foot portion of an existing utility easement out of a part of Lake Placid Estates, Block 2, Lot 1, located at 7185 Lake Placid and requiring the owner, George A. Segundo and Estefany Segundo, to comply with the specified conditions. Collecting a one-time fee for fair market value of$102.14. Attachments: Agenda Memo-7185 Lake Placid Ordinance with Exhibits rev Aerial Maps- 7185 Lake Placid Corpus Christi Page 8 Printed on 3/27/2017 City Council Meeting Agenda-Final March 28,2017 21. 17-0257 Second Reading Ordinance - Closing a Utility Easement Located between Stampede Drive and Elizondo Drive (1st Reading 3/21/17) Ordinance abandoning and vacating a 0.030-Acre portion of an existing utility easement out of a part of Flour Bluff and Encinal Farm and Garden Tracts, Section 25, Lot 30 & Rancho Vista Subdivision Unit 7, Block 15, Lots 10 and 23 and requiring the owner, Yorktown Oso Joint Venture, to comply with the specified conditions. Attachments: Agenda Memo- Rancho Vista Subdivision Unit 14 Ordinance with Exhibits- Rancho Vista Subdivision Unit 14 Aerial Maps- Rancho Vista Subdivision Unit 14 22. 17-0344 Second Reading Ordinance -Appropriating Funds to Extend Taxiway "K" (Kilo) Construction for the Support of United Coast Guard Operations at Corpus Christi International Airport (1st Reading 3/21/17) Ordinance appropriating $622,950 from Federal Aviation Administration Grant No. 3-48-0051-050-2013, Amendment No. 4, in the No. 3020 Airport Capital Improvement Fund for construction of approximately 7,150 square yards of new pavement to expand and extend Taxiway Kilo at the Corpus Christi International Airport and necessary drainage, electrical, lighting and signage improvements, with the 10% match provided from the Airport Capital Reserve Fund; amending the FY2016-2017 Capital Budget by increasing revenues and expenditures by $622,950 each. Attachments: Agenda Memo- FAA Grant No 50 Amendment 4 Ordinance - FAA Grant No 50 Amendment 4 FAA Letter-Grant 50 L. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. M. PUBLIC HEARINGS: (NONE) N. REGULAR AGENDA: (ITEMS 23 - 28) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 23. 17-0419 Discussion and possible action related to Construction and/or other contracts for and related to improvements, renovations, and/or repairs in areas of and in the vicinity of TC Ayers Park, TC Ayers Pool, and/or the proposed Harbor Bridge, including, but not limited to, new or existing aquatic facilities, which may further include procurements necessary because of unforeseen damage to Corpus Christi Page 9 Printed on 3/27/2017 City Council Meeting Agenda-Final March 28,2017 public machinery, equipment or other property and further including potential consideration of ordinance(s) appropriating funds for the aforesaid activities and declaring an emergency, if necessary. 24. 17-0377 Amending Ordinance Calling for May 6, 2017 Special Election Ordinance amending Ordinance No. 031081 by appointing Election Officials and identifying polling places for Special Election to be held on May 6, 2017 in the City of Corpus Christi for the election of Mayor; and declaring an emergency. Attachments: Agenda Memo-Amend Special Election Ordinance.pdf Ordinance -Amend Special Election Ordinance.pdf 25. 17-0165 Appointment of Financial Advisor for Utility System Revenue Refunding Bonds, Series 2017A Motion authorizing the appointment of and approving the contract for M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2017A in an amount not to exceed $77,520,000. Attachments: Agenda Memo Financial Advisor for Utility Revenue Refunding Bonds 2017A FA Contract-for Junior Lien Rev Refunding Bonds 2017A 1295 for Junior Lien Rev Refunding Bonds 2017A.pdf 26. 17-0175 Second Reading Ordinance -Authorizing the Issuance of Refunding Bonds related to Choke Canyon Dam (1st Reading 3/21/17) Ordinance authorizing the issuance of"City of Corpus Christi, Texas Utility System Revenue Refunding Bonds", as further designated by series and lien priority of revenue pledge, in an amount not to exceed $77,520,000; making provisions for the payment and security thereof by a lien on and pledge of the net revenues of the City's Utility System which may be on a parity with certain currently outstanding Utility System revenue obligations; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of one or more paying agent/registrar agreements, escrow agreements, and a purchase contracts; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. Corpus Christi Page 10 Printed on 3/27/2017 City Council Meeting Agenda-Final March 28,2017 Attachments: Agenda Memo-Choke Canyon Refunding revised Ordinance -Choke Canyon Debt Refunding Updated 3-9-17 27. 17-0362 Second Reading Ordinance -Authorizing the Issuance of Refunding Bonds with the Texas Water Development Board (TWDB) (1st Reading 3/21/17) Ordinance authorizing the issuance of"City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2017" in an amount not to exceed $51,300,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System on a parity with certain currently outstanding Utility System revenue obligations; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval of an application to the Texas Water Development Board; authorizing the execution of a paying agent/registrar agreement, and an escrow agreement; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; complying with the regulations promulgated by the Texas Water Development Board; delegating the authority of 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-Texas Water Development Board Refunding Ordinance -TWDB Refunding Updated 3-9-17 28. 17-0361 Second Reading Ordinance -Authorizing the Issuance of Solid Waste Certificates of Obligation (1st Reading 3/21/17) Ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2017" in an amount not to exceed $2,500,000 for the purpose of financing costs associated with making permanent public improvements to the City's Solid Waste System; providing for the payment of said Certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Solid Waste System; providing the terms and conditions of said Certificates and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery of said Certificates, including the approval and distribution of an Official Statement; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements of the letter of representations on file with the depository trust company; delegating the authority to certain members of the City staff to execute certain Corpus Christi Page 11 Printed on 3/27/2017 City Council Meeting Agenda-Final March 28,2017 documents relating to the sale of the Certificates; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. Attachments: Agenda Memo Authorization for Solid Waste CO's Ordinance -Solid Waste Taxable CO updated 3-9-17 O. FIRST READING ORDINANCES: (ITEMS 29 -33) 29. 17-0317 First Reading Ordinance -Appropriating Funds from Reimbursement of Sexual Assault Examinations Ordinance appropriating $72,000 in General Fund No. 1020 from the reimbursement of forensic sexual assault examinations in the amount of $72,000, and changing the FY 2016-2017 Operating Budget adopted by Ordinance No. 030965 by increasing revenue and expenditures in the General Fund No. 1020 by $72,000 each. Attachments: Agenda memo-appropriate sexual assault fees 03.21.2017 Ordinance -OAG reimbursement-2017 OAG sexual assault reimbursement guidelines 30. 17-0340 First Reading Ordinance -Accepting and Appropriating Funds from the State of Texas Law Enforcment Standards and Education (LEOSE) Account 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$26,758.85; and appropriating funds from the State of Texas - Law Enforcement Officer Standards and Education Account in the amount of$26,758.85 in the No. 1074 Police Grants Fund for training of police personnel and purchase of training equipment. Attachments: Agenda Memo- LEOSE approp 03.28.2017 Ordinance Leose 03.21.2017 Award letter 2017 31. 17-0343 First Reading Ordinance - Conveying City-Owned Property to Habitat for Humanity to Build Affordable Housing Ordinance authorizing the conveyance of property located within the city at 1906 Lipan Street, 1910 Lipan Street and 1914 Lipan Street to Habitat for Humanity for construction of single-family affordable housing, subject to specified conditions; authorizing the City Manager or designee to execute all necessary documents related to the transactions; and providing for severance. Attachments: Agenda Memo Habitat Donation Corpus Christi Page 12 Printed on 3/27/2017 City Council Meeting Agenda-Final March 28,2017 Odinance - Lipan Properties to Habitat Agreement-Affordable Housing Habitat Letter of Request- Habitat for Humanity Habitat Donation Map Habitat Deed 1906. 1910& 1914 Lipan St 32. 17-0379 First Reading Ordinance - Lease Agreement with Nueces County Community Action Agency for Birth-to-Five Head Start Program City-Owned Properties Ordinance authorizing the City Manager or designee to execute a ten year lease, with an option to renew for 10 years, with Nueces County Community Action Agency (NCCAA) for eight real and personal properties identified on the attached and incorporated Exhibit A, in consideration of NCCAA operating Head Start Programs for eligible citizens of Corpus Christi and maintaining the properties; and providing for publication. Attachments: Agenda Memo NCCAA Lease Odinance-2017 NCCAA Lease EXHIBIT A NCCAA Lease Ordinance 2017 NCCAA Lease Agreement for Head Start Programs Lease Agreement Request Photos of Head Start Centers 33. 17-0368 First Reading Ordinance -Approving the Amendments to the Tax Increment Reinvestment Zone Number Two Amended Project & Financing Plans Ordinance approving the amendments to the Tax Increment Reinvestment Zone #2 amended Project and Financing Plans approved by the Board of Directors of Reinvestment Zone Number Two, Corpus Christi, Texas on July 22, 2014, February 21, 2017, and March 7, 2017 regarding Park Road 22 Bridge Project, Packery Channel monitoring and improvements, and updated information on other Packery Channel projects; appropriating $4,000,000 from the unreserved fund balance of the No. 1111 Reinvestment Zone No. 2 Fund; and amending the Fiscal Year 2016-2017 operating budget adopted by Ordinance No. 030965 by increasing expenditures by $4,000,000. Attachments: Agenda Memo-TIRZ#2 TIRZ#2 Ordinance 3.23.17 TIRZ#2 Project Plan02.28.17 Exhibit A Exhibit B Corpus Christi Page 13 Printed on 3/27/2017 City Council Meeting Agenda-Final March 28,2017 Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H -Six Pack Projects Balance Sheet as of 11-30-2016-TIF2 Financials 11.30 TIRZ#2 Financial P. FUTURE AGENDA ITEMS: (ITEMS 34 - 36) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 34. 17-0323 Amendment No. 3 to the Professional Services Contract for the City of Corpus Christi Desalination Program (Capital Improvement Program) (Council Priority -Water) Motion authorizing the City Manager, or designee, to execute Amendment No. 3 to the professional services contract with Freese and Nichols, Inc. (FNI) of Corpus Christi, Texas in the amount of$1,202,750 for a total restated fee of$2,268,784 for the City of Corpus Christi Desalination Program for variable salinity desalination pilot implementation. (Capital Improvement Program) Attachments: Agenda Memo- Desalination.docx Project Budget- Desalination.As Location Map- Desalination.pdf Contract- Desalination Form 1295-Desalination.pdf Presentation - Desalination 35. 17-0347 Supply Agreement for Sodium Bisulfite for the Wastewater Treatment Plant Motion authorizing City Manager, or designee, to execute a supply agreement with Southern Ionics, Inc., of West Point, Mississippi for the purchase of Sodium Bisulfite ("chemical") in response to Request for Bid No. 1026 based on the lowest, responsive, responsible bid for a total amount not to exceed $372,677.81, with an estimated expenditure of $155,282.42 in FY2016-2017 and funded by the Wastewater Fund. The term of the agreement is for one year with an option to extend for up to two additional one year periods, subject to the approval of the supplier and the City Manager or designee. Corpus Christi Page 14 Printed on 3/27/2017 City Council Meeting Agenda-Final March 28,2017 Attachments: Agenda Memo-Sodium Bisulfite Bid Tabulation-Sodium Bisulfite Supply Agreement-Sodium Bisulfite Form 1295-Sodium Bisulfite 36. 17-0390 Motion authorizing renewal of property insurance Motion authorizing the City Manager to execute all documents necessary to renew property insurance, including All Risk, Flood, Named Storm, Wind/Hail, Earthquake, and Equipment Breakdown insurance through Carlisle Insurance Agency, Broker of Record, for upcoming policy year(May 5, 2017-May 5, 2018) and policy years 2018-19 and 2019-20 in exchange for an annual premium in amounts not to exceed the total amount of original bid ($2,001,750) and further subject to the reduced premium of$1,952,914.52 for upcoming policy year, of which $797,217.16 is required for the remainder of FY 2016-2017. Attachments: Agenda Memo-2017-18 Property Insurance Renewal Proposal- Final doc Q. BRIEFINGS: (ITEMS 37 -38) 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. 37. 17-0374 Process for City Charter Review Attachments: Agenda Memo- Process for City Charter Review Draft Election Information for Nov 2016 General Election (002) 38. 17-0352 Joint Land Use Study Status and Next Steps Forward Attachments: Agenda Memo-JLUS Presentation Presentation-JLUS R. LEGISLATIVE UPDATE: This item is for Council's informational purposes only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. S. EXECUTIVE SESSION: (ITEMS 39 -42) 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 Corpus Christi Page 15 Printed on 3/27/2017 City Council Meeting Agenda-Final March 28,2017 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. 39. 17-0398 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning litigation (In re Mark Scott) and other legal issues related to Article II of the Charter of the City of Corpus Christi, matters related to eligibility to serve on City Council, term limits, the application of term limits provisions of the City Charter to Mark Scott, the application of candidacy qualification provisions by the City Secretary and presiding officer, and timing issues related thereto, candidacy qualifications pursuant to the Texas Election Code, Texas Election Code 145.003, litigation relating to the aforementioned issues, and other legal questions related thereto. 40. 17-0408 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to the TxDOT Harbor Bridge Project and pursuant to Texas Government Code § 551.072 to deliberate the purchase, exchange, lease, or value of real property (including, but not limited to, TC Ayers Park and other City Property in vicinity of existing or proposed Harbor Bridge and said park) because deliberation in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person. 41. 17-0416 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 annexation, disannexation, apportionment of extra-territorial jurisdiction between municipalities, interlocal agreements with water districts and neighboring municipalities, contracts for the potential economic development agreement(s) with entities that are considering the construction, expansion, and/or ownership of industrial facilities that will be consumers of water and wastewater services and pursuant to Texas Government Code § 551.087 to discuss confidential commercial or financial information pertaining to the aforesaid business prospect(s) that the City seeks to have locate, stay or expand in or near the territory of the City and with which the City may conduct economic development negotiations and/or deliberate possible economic development issues concerning said business prospect(s). 42. 17-0418 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 annexation, the provision of water and wastewater services in newly annexed and unincorporated areas, the development of properties owned by the City, contractual obligations pursuant to the lease of property to SQH Sports Corpus Christi Page 16 Printed on 3/27/2017 City Council Meeting Agenda-Final March 28,2017 & Entertainment, Inc. near the intersection of State Highway 286 and Weber Road, the City's wastewater-related trust funds, and the City's master plan for the provision of wastewater in the aforementioned area and areas adjacent thereto and pursuant to Texas Government Code § 551.072 to discuss and deliberate the lease and value of the aforementioned real property owned by the City when deliberation in open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person. T. IDENTIFY COUNCIL FUTURE AGENDA ITEMS Per Council Policies, an item may be added to the agenda by four members of the City Council. Council may give direction to the City Manager to add an item to a future agenda, but no other action will be taken, and no public comment solicited. U. ADJOURNMENT Corpus Christi Page 17 Printed on 3/27/2017 CorCorpus Christi 1201 Leopard Street F' Corpus Christi,TX 78401 r& cctexas.com Meeting Minutes City Council Tuesday, March 21,2017 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. CITIZEN COMMENTS WILL BE LIMITED TO THREE MINUTES. Please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak to the City Council MUST be submitted a minimum of 24 hours prior to the meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. A. Mayor Pro Tem Lucy Rubio to call the meeting to order. Mayor Pro Tem Lucy Rubio called the meeting to order at 11:31 a.m. B. Invocation to be given by Detective Micheal Ilse -Chaplain, Corpus Christi Police Department. Detective Michael Ilse gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Dan Grimsbo, Interim Executive Director of Utilities. Interim Executive Director of Utilities Dan Grimsbo led the Pledge of Allegiance. D. City Secretary Rebecca Huerta to call the roll of the required Charter Officers. Assistant City Secretary Paul Pierce called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Margie C. Rose, City Attorney Miles K. Risley, and Assistant City Secretary Paul Pierce. Corpus Christi Page 1 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 Present: 8- Council Member Rudy Garza,Council Member Paulette Guajardo,Council Member Michael Hunter,Council Member Joe McComb,Council Member Ben Molina,Council Member Lucy Rubio,Council Member Greg Smith, and Council Member Carolyn Vaughn E. Proclamations /Commendations 1. Proclamation declaring March 22, 2017, "National Small Business Development Center Day". Swearing-In Ceremony for Newly Appointed Municipal Court Judges. Mayor Pro Tem Rubio presented the proclamation. The Honorable Jack Hunter, Retired District Judge, conducted the swearing-in ceremony for the newly appointed Municipal Court Judges. F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor Pro Tem Rubio referred to City Manager's Comments. City Manager Margie C. Rose reported on the following topics: a. OTHER 1) City Manager Rose announced the following staff appointments:Assistant City Manager Sylvia Carrillo; Assistant City Manager Keith Selman; Director of Management and Budget Eddie Houlihan; and Director of Street Operations Andres "Andy" Leal.2)City Manager Rose recognized Airport Public Safety Officer Amy Cuevas, who is being praised by a local hotel manager for locating and returning a missing package worth $85,000. The manager complimented Officer Cuevas's professionalism while helping to locate the package and resolve a very critical issue for the hotel. G. MINUTES: 2. Regular Meeting of February 28, 2017 and Special Meeting of March 10, 2017. Mayor Pro Tem Rubio referred to approval of the minutes. Council Member Vaughn made a motion to approve the minutes, seconded by Council Member Molina and passed unanimously. Corpus Christi Page 2 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 J. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. 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. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. Mayor Pro Tem Rubio referred to comments from the public. City Attorney Miles K. Risley read the Rules of Decorum for the City Council meeting. Tony C. Hartwell, 2129 Polaris Place,spoke regarding the need to change City ordinances to require landlords to obey building codes and thanked Animal Care Services, Code Enforcement and the Fire Marshall for recently assisting him at his residence. Flo East, 1605 Yorktown, spoke regarding Item 41, manufactured housing for affordable infill development, and expressed opposition to rezoning property in the Flour Bluff area for a demonstration project located at 1221 Central Street. Linda Snider, 6213 Angelique Court, spoke in support of Item 41, manufactured housing for affordable infill development, and the need for affordable housing in the City. Kate Engler, 1919 Leopard,spoke regarding government issues and violations of a probate order.Jack Gordy,4118 Bray,spoke regarding the lawsuit filed by Mark Scott against the City and stated that the City should file a countersuit that would require Mr. Scott to pay the City's attorneys fees. Caren Childers, 14330 Bluefish,spoke regarding the need for affordable home ownership in the City and asked questions regarding the Affordable Housing Task Force. Eddie Savoy, 8100 SPID,spoke regarding Item 41, manufactured housing for affordable infill development, and expressed opposition to manufactured homes located in residential subdivisions. Joe Anthony Bazan,222 Clemmer, spoke regarding a recent fire that damaged his property and expressed support for Item 41, manufactured housing for affordable infill development. Shirley Thornton, 1917 Woodcrest,spoke regarding Item 41, manufactured housing for affordable infill development, and Mr.Andy Taubman's meeting with the Flour Bluff Citizens Council to provide information and answer questions. Susie Luna Saldana,4710 Hakel,spoke in support of Item 41, manufactured housing for affordable infill development. Dan Suckley, 1602 Yorktown,spoke in opposition to Item 41, manufactured housing for infill affordable development, in the Flour Bluff area. Matt Lohmeier, 121 Naples and member of the Corpus Christi Clergy Alliance,spoke in support of Item 41, manufactured housing for affordable development, as an option to address the need for affordable housing.Abel Alonzo, 1701 Thames, spoke in support of Item 41, manufactured housing for affordable infill development. Ricardo Elizondo, 723 Fifth Street,spoke regarding: Code Enforcement being more proactive to address slumlords situations; Solid Waste services; and street repairs. Bart Braselton, 5337 Yorktown,spoke regarding the affordable housing problem and in support of Item 41, manufactured housing for affordable infill development, as a solution. Mike Leonard, 342 Clearview Drive, spoke regarding the definition of affordable housing;whether manufactured housing is considered affordable; and insurance and windstorm requirements Corpus Christi Page 3 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 for manufactured housing. A council member requested an update on the status of the Affordable Housing Task Force. H. BOARD &COMMITTEE APPOINTMENTS: 3. Building Standards Board Ethics Commission Leadership Committee for Senior Services Planning Commission Mayor Pro Tem Rubio referred to board and committee appointments. The following appointments were made: Building Standards Board Council Member Vaughn made a motion to reappoint Joel E. De La Garza (Lawyer), Matthew Ezell (General Contractor), and Lee Hassman (Member At-Large),seconded by Council Member Molina and passed unanimously. Ethics Commission Council Member Vaughn nominated Scott H. Mesmer. Council Member Molina nominated Gerald Avila. Scott H. Mesmer was appointed with Council Members Hunter,Vaughn, Rubio, McComb, Guajardo and Smith voting for Scott H. Mesmer and Council Members Molina and Garza voting for Gerald Avila. Leadership Committee for Senior Services Council Member Garza made a motion to reappoint Ginger Bryant(Senior Center Participant), Maria Elena Flores (Community Representative), Theresa Garcia(Direct Service Agency Representative), Willie Hardeman, Sr. (Community Representative), and Denise Villagran (Community Representative),seconded by Council Member Guajardo. This Motion was passed and approved with the following vote: Garza, Guajardo, McComb, Rubio, Vaughn, Molina and Hunter voting"Aye"; Council Member Smith voting "No Council Member McComb made a motion to appoint Monica Hansen (Community Representative), George Berry(Community Representative), Meng Zhao(Community Representative), Katherine Heslip (Senior Community Participant), and Eva Bell (Direct Service Agency Representative),seconded by Council Member Garza and passed unanimously. Planning Commission Council Member Vaughn nominated Kamran Zarghouni. Council Member Molina nominated Sheldon Schroeder. Corpus Christi Page 4 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 Sheldon Schroeder was appointed with Council Members Garza, Smith, McComb, Molina, and Hunter voting for Sheldon Schroeder and Council Members Guajardo, Rubio, and Vaughn voting for Kamran Zarghouni. I. EXPLANATION OF COUNCIL ACTION: K. CONSENT AGENDA: (ITEMS 4 - 10) Approval of the Consent Agenda Mayor Pro Tem Rubio referred to the Consent Agenda. There were no comments from the public. Council members requested that Items 5 and 6 be pulled for individual consideration. Council Member Garza made a motion to approve the consent agenda, seconded by Council Member Guajardo. The consent agenda items were passed and approved by one vote as follows: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 4. Resolution submitting a grant application to the State for the Justice Assistance Grant (JAG) Program Resolution authorizing the submission of a grant application in the amount of$288,116 to the State of Texas, Criminal Justice Division, for funding eligible under the FY2016 Justice Assistance Grant (JAG) program for law enforcement equipment; and authorizing the City Manager or the City Manager's designee to apply for, accept, reject, alter or terminate the grant. This Resolution was passed on the consent agenda. Enactment No: 031087 7. Supply Agreement for Sludge Dewatering Polymer for Wastewater Plants Motion authorizing City Manager, or designee, to execute a supply agreement with Polydyne, Inc., of Riceboro, Georgia for the purchase of Sludge Dewatering Polymer ("chemical") in response to Request for Bid No. 991 based on the lowest, responsive, responsible bid for a total amount not to exceed $96,946.20, with an estimated expenditure of$48,473.10 in FY2016-2017 and funded by the Wastewater Fund. The term of the agreement is for one year with an option to extend for up to two additional one-year periods, subject to the sole discretion of the City. Corpus Christi Page 5 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 This Motion was passed on the consent agenda. Enactment No: M2017-039 8. Second Reading Ordinance - Rezoning property located at 7306 and 7242 South Padre Island Drive (Highway 358) (1st Reading 2/28/17) Case No. 0117-07 Oceanic Development, LTD: A change of zoning from the "RM-1" Multi-family 1 District to the "CG-2" General Commercial District. The property is described as being a 2.98 acre tract of land out of a portion of Flour Bluff and Encinal Farm and Garden Tracts, Section 28, Lots 1 and 2, located on the north side of South Padre Island Drive (State Highway 358) between Rodd Field Road and Lexington Road. Planning Commission and Staff Recommendation (January 25, 2017): Approval of the change of zoning from the "RM-1" Multi-family 1 District to the "CG-2" General Commercial District. Ordinance: Ordinance amending the Unified Development Code ("UDC'), upon application by Oceanic Development, LTD. ("Owner"), by changing the UDC Zoning Map in reference to a 2.98 acre tract of land out of a portion of Flour Bluff and Encinal Farm and Garden Tracts, Section 28, Lots 1 and 2; from the "RM-1" Multi-family 1 Residential District to the "CG-2" General Commercial District; amending Plan CC to account for any deviations; and providing for a repealer clause and publication. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031089 9. Second Reading Ordinance - Rezoning property located at 3115 South Padre Island Drive (SPID) (State Highway 358) (1st Reading 2/28/17) Case No. 0117-06 Port City Pontiac-GMC, Inc.: A change of zoning from the "CG-2" General Commercial District to the "IL" Light Industrial District. The property to be rezoned is described as Boulevard Acres Lots E2, G, and F2, located on the south side of South Padre Island Drive (State Highway 358) between Larcade Drive and Kostoryz Road. Planning Commission and Staff Recommendation (January 25, 2017): Denial of the change of zoning from the "CG-2" General Commercial District to the "IL" Light Industrial District, in lieu thereof approval of the "CG-2" General Commercial District with a Special Permit (SP) with conditions. Corpus Christi Page 6 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 Ordinance: Ordinance amending the Unified Development Code ("UDC'), upon application by Port City Pontiac-GMC, Inc. ("Owner"), by changing the UDC Zoning Map in reference to 5.46 acre tract of land composed of three lots in Boulevard Acres Lots E2, G, and F2 from the "CG-2" General Commercial to the "CG-2/SP" General Commercial District with a Special Permit for all three lots; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031090 10. Second Reading Ordinance - Urban Transportation Plan Amendment - Realigning a Planned C1 Collector Street System Involving Norchester Drive, Zenith Drive, Evans Road and Acushnet Drive (Council Priority -Streets) (1st Reading 2/28/17) Ordinance amending the Urban Transportation Plan map of Mobility CC, a transportation element of the Comprehensive Plan of the City of Corpus Christi, by realigning a proposed C1 Minor Residential Collector street system proposed south of Saratoga Boulevard from intersecting at Norchester Drive to intersecting at Zenith Drive and connecting with Evans Road to the south and Acushnet Drive to the east; amending related elements of the Comprehensive Plan of the City; providing for severance; and providing for publication. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031091 5. Resolution Approving Street Selection Process for Residential Street Rebuild Program (RSRP) (Council Priority - Streets) Resolution approving the concepts, direction and selection criteria for the Residential Street Rebuild Program (RSRP). Mayor Pro Tem Rubio referred to Item 5, a resolution approving street selection process for Residential Street Rebuild Program (RSRP). Executive Director of Public Works Valerie Gray and council members discussed the following topics: street selection; a policy to use concrete in new neighborhoods;the impact of a potential policy change;the process for building streets in a new subdivision; range of soils in the City; and a future briefing,with developers input,to discuss changing the policy to use concrete in newly developed neighborhoods. MOTION OF DIRECTION Council Member Vaughn made a motion directing the City Manager to bring back a briefing on information regarding the City requiring developers to build new residential streets in concrete,seconded by Council Member Guajardo and passed unanimously. Corpus Christi Page 7 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 Council Member Vaughn made a motion to approve the resolution,seconded by Council Member Garza. This Resolution was passed and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 Enactment No: 031088 6. Construction Contract for Ennis Joslin Road Extension (Holly to Williams) (Bond 2014 Proposition 2) (Council Priority - Streets) Motion authorizing the City Manager, or designee, to execute a construction contract with Haas-Anderson Construction, Ltd. of Corpus Christi, Texas in the amount of$4,683,389.20 for Ennis Joslin Road Extension (Holly to Williams) for the total base bid. (BOND 2014 Proposition 2) Mayor Pro Tem Rubio referred to Item 6, a construction contract for Ennis Joslin Road Extension (Holly to Williams). Director of Engineering Services Jeff Edmonds and council members discussed the following topics:the total cost of the bond project; the policy of including bicycle paths as part of the construction of new streets;the Bicycle Mobility Plan;whether adding the bicycle lane reduces the number of vehicular lanes; the Bicycle Mobility Plan helping to meet air-attainment standards by the Environmental Protection Agency(EPA); and a review of existing policy. Council Member Garza made a motion to approve the motion, seconded by Council Member Molina. This Motion was passed and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 Enactment No: M2017-038 M. PUBLIC HEARINGS: (ITEM 11) 11. Public Hearing and First Reading Ordinance -Ordinance adopting the London Area Wastewater Master Plan and the Storm Water Master Plan as elements of the Comprehensive Plan (Tabled 3/21/17) Ordinance adopting the London Area Wastewater Master Plan, an element of the Comprehensive Plan; adopting the London Area Storm Water Master Plan, an element of the Comprehensive Plan; amending related elements of the Comprehensive Plan; providing for severance; Corpus Christi Page 8 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 and providing for publication. Mayor Pro Tem Rubio referred to Item 11.Assistant Director of Planning and ESI Daniel McGinn stated that the purpose of this item is to adopt the London Area Wastewater and Storm Water Master Plans. Mr. McGinn presented the following information: a map of the study area; existing conditions; an outline of the utility master plans;the proposed wastewater master plan; the proposed storm water master plan; recommendations; potential future growth in the extraterritorial jurisdiction (ETJ);the developer trust fund system; issues with the developer trust fund system;the current balances of the trust funds; current projects;the estimated cost of future development; and next steps. Mayor Pro Tem Rubio opened the public hearing. Bart Braselton, 5337 Yorktown,spoke regarding the developer trust funds and taking steps necessary to provide for future growth. Derrick Hegmon, 57066 Stone Village, San Antonio, Texas, spoke regarding the importance of the master plans related to completion of the regional sport complex project. Isabel Araiza, 326 Poenisch, asked the City Council to focus on the interior of Corpus Christi. Mayor Pro Tem Rubio closed the public hearing. Council members and staff discussed the following topics:the location of the waterlines; how the developer trust fund process works; whether the developer trust fund pays for lift stations; developer acreage fees;the current lift stations in the area;the status of the Southside Area Development Plan;the number of acres in the London area; concerns with excluding portions of the London area;future discussion regarding developer trust funds;the need to complete the area development plans; wind turbines having a negative impacting on future growth;the items on the agenda regarding disannexation; the proximity to Chapman Ranch; future growth; the capacity past the 980 acres; a future workshop on March 30, 2017 to address annexation policy and other infrastructure financing; a breakdown of the projected growth and return on investment; and consideration to table the action on this item until after the workshop on March 30,2017. Council Member Garza announced that he would be abstaining from this item. Council Member Molina made a motion to table this item until after the workshop on March 30,2017, seconded by Council Member Vaughn. This Ordinance was tabled with the following vote: Aye: 7- Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 1 - Council Member Garza L. RECESS FOR LUNCH Mayor Pro Tem Rubio deviated from the agenda and called for a recess at 1:54 p.m. Mayor Pro Tem Rubio reconvened the meeting at 2:31 p.m. N. REGULAR AGENDA: (ITEMS 12 - 13) 12. Resolution Authorizing a Disannexation Agreement to Restrict Wind Turbines within the Disannexed Area Corpus Christi Page 9 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 Resolution authorizing the City Manager or designee to execute a disannexation agreement with Chapman Ranch Wind I, LLC, a Delaware limited liability company, for annexed parts of Laureles Farm Tracts adjacent to the City limits located along and on both sides of FM 2444, areas south of FM 2444 and west of County Road 41. Mayor Pro Tem Rubio referred to Item 12.Assistant City Manager Mark Van Vleck stated that the purpose of this item is to execute a disannexation agreement with Chapman Ranch Wind I, LLC. There were no comments from the public. Council members spoke regarding the following topics:whether the City negotiated the contract;the terms of the contract;the termination clause; reimbursement of taxes paid; the ability to make the contract more ironclad to protect the City's growth corridor and Naval installations;the City's ability to re-annex the property;the cost associated with utilities to the annexed area; the service plan for the entire area;the requirement to build a fire station and the associated cost; whether the City would be required to maintain streets; and re-annexing the property in the event that wind turbines or other development in the area occurs. Council Member Hunter made a motion to approve the resolution, seconded by Council Member Vaughn. This Resolution was passed and approved with the following vote: Aye: 6- Council Member Garza, Council Member Hunter, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Nay: 2- Council Member Guajardo and Council Member McComb Abstained: 0 Enactment No: 031092 13. Second Reading Ordinance - To Remove Previously Annexed Areas in Southside FM 2444 (1st Reading 2/28/17) Ordinance disannexing Laureles Farm Tracts adjacent to the City limits located along and on both sides of FM 2444, areas south of FM 2444 and west of County Road 41, commonly referred to as a portion of the Chapman Ranch and a portion of the previously proposed Apex wind farm from the City of Corpus Christi, Texas; adjusting the City boundaries accordingly; providing for severance, publication, and an effective date. Mayor Pro Tem Rubio referred to Item 13.Assistant City Manager Mark Van Vleck stated that the purpose of this item is disannex the property previously annexed in 2014 pursuant to the Southside FM 2444 annexation. There were no comments from the public.A council member spoke regarding the London master plan improvements and the disannexation. Council Member Vaughn made a motion to approve the ordinance,seconded Council Member Molina. This Ordinance was passed on second reading and Corpus Christi Page 10 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 approved with the following vote: Aye: 6- Council Member Garza, Council Member Hunter, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Nay: 2- Council Member Guajardo and Council Member McComb Abstained: 0 Enactment No: 031093 O. FIRST READING ORDINANCES: (ITEMS 14 - 19) 14. First Reading Ordinance -Amending Code of Ordinances, Chapter 39, Personnel Article III Employment Compensation and Classification System Section 39-303(a) and (e) Ordinance amending the Corpus Christi Code of Ordinances Chapter 39 Personnel Article III Employee Compensation and Classification System Section 39-303 (a) and (e) by eliminating Pay Plan 400 to allow moving the Police Commander and Assistant Chief positions to the Pay Plan 200 repealing conflicting ordinances and rules; providing for effective date and providing for severence. Mayor Pro Tem Rubio referred to Item 14. Director of Human Resources Steven Viera stated that the purpose of this item is to amend the Code of Ordinances, Chapter 39, Employee Compensation and Classification System by eliminating Pay Plan 400 to allow Police Commander and Assistant Chief positions to be moved to Pay Plan 200. The annual cost to implement the plan will be $4,897 which will be absorbed in the Police General Fund budget. There were no comments from the Council or the public. Council Member Smith 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: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 15. First Reading Ordinance - Service Agreement to Manage and Operate the Al Kruse Tennis Center (Tabled 2/14/17) (Tabled 2/21/17) Ordinance authorizing the City Manager or designee to execute a service agreement with TOPS Tennis LLC, Dallas, Texas for Management and Operations Service for AI Kruse Tennis Center for a term of 36 months with up to two additional 12-month extension option periods; the City will pay the Contractor $3,166.00 per month for an estimated annual total of$38,000.00, and the Contractor will pay the Corpus Christi Page 11 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 City 5% of all Pro Revenue and 50% of collected City Revenue in return for managing and operating the AI Kruse Tennis Center. Mayor Pro Tem Rubio referred to Item 15. Director of Parks and Recreation Jay Ellington stated that the purpose of this item is to execute an agreement with TOPS Tennis LLC for the management and operation of the Al Kruse Tennis Center. Staff from Parks and Recreation and the Purchasing Department were available to respond to questions. There were no comments from the public. Council members and staff discussed the following topics: an explanation of the matrix evaluation system; clarification on the scoring system; the evaluation process; the minimum qualifications;the eligibility of TOP Tennis LLC;whether eligibility is based on the proposer or the individual members of the company;the integrity of the procurement process; outstanding litigation; the ratings for Gerald Tjon-A-Joe; the language in the proposal regarding the operation of the tennis center;whether one contractor can operate both tennis centers; HEB Tennis Center statistics and its impact to the community; whether there is a need for a pro shop at the Al Kruse Tennis Center;the members of the evaluation committee; consideration of a one-year contract and new request for proposal process (RFP);the timeframe for issuance of a new RFP; and staff's recommendation on how to proceed with operating the Al Kruse Tennis Center. Council Member Vaughn made a motion to approve the ordinance,seconded by Council Member Molina. This Ordinance failed and was not approved on first reading with the following vote: Aye: 0 Nay: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 MOTION OF DIRECTION Council Member Vaughn made a motion directing the City Manager to bring back a temporary contract,seconded by Council Member Molina and passed unanimously. 16. First Reading Ordinance -Appropriating Funds for Park Improvements Ordinance authorizing the City Manager or designee to execute all documents necessary to appropriate $765,453.93 funds from sale of park properties in the 4720 Community Enrichment Fund for park improvements and other related projects as described on the attached and incorporated Exhibit A. Mayor Pro Tem Rubio referred to Item 16. Director of Parks and Recreation Jay Ellington stated that the purpose of this item is to appropriate $765,453.93 in funds from the sale of park properties for park improvements and other related Corpus Christi Page 12 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 projects. There were no comments from the Council or the public. Council Member Smith made a motion to approve the ordinance,seconded by Council Member Molina. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 17. First Reading Ordinance - Closing a Utility Easement Located at 15401 Dyna Street Ordinance abandoning and vacating a 233-square foot portion of an existing utility easement out of a part of Padre Island- Corpus Christi No. 4, Block 235, Lot 1, located at 15401 Dyna Street and requiring the owner, Hadi Mostaghasi d/b/a H & M Homes, to comply with the specified conditions. Collecting a one-time fee for fair market value of $830.06. Mayor Pro Tem Rubio referred to Item 17. Interim Director of Development Services Julio Dimas stated that the purpose of this item is to abandon and vacate a 233-square foot portion of an existing utility easement located at 15401 Dyna Street and to collect a one-time fee for fair market value of$830.06. There were no comments from the Council or the public. Council Member McComb made a motion to approve the ordinance,seconded by Council Member Hunter. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 18. First Reading Ordinance - Closing a Utility Easement Located at 7185 Lake Placid Ordinance abandoning and vacating an 87.3-square foot portion of an existing utility easement out of a part of Lake Placid Estates, Block 2, Lot 1, located at 7185 Lake Placid and requiring the owner, George A. Segundo and Estefany Segundo, to comply with the specified conditions. Collecting a one-time fee for fair market value of$102.14. Mayor Pro Tem Rubio referred to item 18. Interim Director of Development Services Julio Dimas stated that the purpose of this item is to abandon and vacate an 87.3-square foot portion of an existing utility easement located at 7185 Lake Placid and to collect a one-time fee for fair market value of$102.14. There were no comments from the Council or the public. Council Member McComb made a motion to approve the ordinance,seconded by Council Member Garza. This Ordinance was passed on first reading and Corpus Christi Page 13 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 19. First Reading Ordinance - Closing a Utility Easement Located between Stampede Drive and Elizondo Drive Ordinance abandoning and vacating a 0.030-Acre portion of an existing utility easement out of a part of Flour Bluff and Encinal Farm and Garden Tracts, Section 25, Lot 30 & Rancho Vista Subdivision Unit 7, Block 15, Lots 10 and 23 and requiring the owner, Yorktown Oso Joint Venture, to comply with the specified conditions. Mayor Pro Tem Rubio referred to Item 19. Interim Director of Development Services Julio Dimas stated that the purpose of this item is to abandon and vacate a 0.030-acre portion of an existing utility easement located in the Rancho Vista Subdivision to allow the developer to re-plat two lots for a new proposed subdivision. There were no comments from the Council or the public. Council Member McComb made a motion to approve the ordinance,seconded by Council Member Molina. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 Q. BRIEFINGS: (ITEM 40) 40. Overview of Animal Care Services Mayor Pro Tem Rubio deviated from the agenda and referred to Item 40. Assistant Police Chief Mark Schauer stated that the purpose of this item is to provide an overview of the Police Department's management of Animal Care Services since 2012. The presentation team also included Police Chief Mike Markle and Captain William Broyles.Assistant Chief Schauer presented the following information: a synopsis of the first year under management; present focus areas;total budgeted staff; operations; current practices; and recent improvements. Council members and staff discussed the following topics: immunization of animals;ways of detecting repeat animals; what happens to an animal if it is not adopted;the average time an animal remains in the facility; addressing staffing issues; a priority list of improvements; whether officers are actively patrolling areas or solely responding to calls for service;trap/neuter/release (TNR) program;euthanization at the facility; and targeting enforcement and education. Corpus Christi Page 14 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 O. FIRST READING ORDINANCES: (ITEMS 20 -23) 20. First Reading Ordinance -Appropriating Funds to Extend Taxiway "K" (Kilo) Construction for the Support of United Coast Guard Operations at Corpus Christi International Airport Ordinance appropriating $622,950 from Federal Aviation Administration Grant No. 3-48-0051-050-2013, Amendment No. 4, in the No. 3020 Airport Capital Improvement Fund for construction of approximately 7,150 square yards of new pavement to expand and extend Taxiway Kilo at the Corpus Christi International Airport and necessary drainage, electrical, lighting and signage improvements, with the 10% match provided from the Airport Capital Reserve Fund; amending the FY2016-2017 Capital Budget by increasing revenues and expenditures by $622,950 each. Mayor Pro Tem Rubio deviated from the agenda and referred to Item 20. Director of Aviation Fred Segundo stated that the purpose of this item is to appropriate $622,950 from the Federal Aviation Administration Grant No. 50, Amendment No. 4,to allow for the expansion and extension of Taxiway Kilo at the Corpus Christi International Airport with associated drainage, electrical, lighting and signage improvements. There were no comments from the Council or the public. Council Member Molina 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: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 21. First Reading Ordinance -Authorizing the Issuance of Solid Waste Certificates of Obligation Ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2017" in an amount not to exceed $2,500,000 for the purpose of financing costs associated with making permanent public improvements to the City's Solid Waste System; providing for the payment of said Certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Solid Waste System; providing the terms and conditions of said Certificates and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery of said Certificates, including the approval and distribution of an Official Statement; authorizing the execution of a paying agent/registrar Corpus Christi Page 15 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 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 Pro Tem Rubio referred to Item 21. Director of Financial Services Constance Sanchez stated that the purpose of this item is to authorize the issuance of up to$2,500,000 of certificates of obligation for Solid Waste to fund a Gas Collection and Control System and the procurement of a flare. Clay Binford, Bond Counsel, and Mark Seale, Financial Advisor,were available to answer questions. Mayor Pro Tem Rubio called for comments from the public. Chris Phelan, 3806 Kingston Avenue, asked questions regarding the requirement to purchase the gas flare and have it operational by November 11,2017 and borrowing funds for the project. Director of Solid Waste Operations Lawrence Mikolajczyk explained that the City is required to meet the deadline of November 2017 because of new Environmental Protection Agency(EPA) regulations. Council members and staff spoke regarding the following topics: the Solid Waste Department's annual contribution to the General Fund;the mechanism for borrowing funds; use of actual service revenue to pay for the debt service; paying for the project out of reserves; the number of times the City can pledge revenue;the interest rate;whether EPA regulations will be changed; and the City's policy regarding reserve funds. Council Member Vaughn made a motion to approve the ordinance,seconded by Council Member Molina. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 22. First Reading Ordinance -Authorizing the Issuance of Refunding Bonds with the Texas Water Development Board (TWDB) Ordinance authorizing the issuance of"City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2017" in an amount not to exceed $51,300,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System on a parity with certain currently outstanding Utility System revenue obligations; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval of an application to the Texas Water Development Board; authorizing the execution of a paying agent/registrar agreement, and an escrow Corpus Christi Page 16 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 agreement; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; complying with the regulations promulgated by the Texas Water Development Board; delegating the authority of certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. Mayor Pro Tem Rubio referred to Item 22. Director of Financial Services Constance Sanchez stated that the purpose of this item is to authorize the issuance of utility system revenue bonds from the Texas Water Development Board(TWDB)in an amount not to exceed$51,300,000. On December 20,2016, the City Council authorized staff to submit an application to TWDB for financial assistance in an amount not to exceed $51.3 million to refund the City obligations previously issued to pay for the costs of Mary Rhodes Pipeline Phase II. TWDB discussed the City's application on February 23,2017 and unanimously accepted the City's application for financial assistance through the Drinking Water State Revolving Fund. Mayor Pro Tem Lucy Rubio called for comments from the public. Chris Phelan, 3806 Kingston Avenue,spoke regarding the issuance of funds in 2014 for the construction of Mary Rhodes Pipeline Phase II; the City's initial plan to lease water to industrial customers; and making decisions that are in the best interest of the taxpayers. Council Member Garza made a motion to approve the ordinance,seconded by Council Member Hunter. This Ordinance was passed on first reading and approved with the following vote: Aye: 7- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio and Council Member Smith Absent: 1 - Council Member Vaughn Abstained: 0 23. First Reading Ordinance -Authorizing the Issuance of Refunding Bonds related to Choke Canyon Dam Ordinance authorizing the issuance of"City of Corpus Christi, Texas Utility System Revenue Refunding Bonds", as further designated by series and lien priority of revenue pledge, in an amount not to exceed $77,520,000; making provisions for the payment and security thereof by a lien on and pledge of the net revenues of the City's Utility System which may be on a parity with certain currently outstanding Utility System revenue obligations; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of one or more paying agent/registrar agreements, escrow agreements, and a purchase contracts; complying with the requirements imposed by the letter of Corpus Christi Page 17 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 representations previously executed with the depository trust company; delegating the authority to certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. Mayor Pro Tem Rubio referred to Item 23. Director of Financial Services Constance Sanchez stated that the purpose of this item is to authorize the refunding of a note payable to the Bureau of Reclamation,which was used to pay for the construction of Choke Canyon in the 1970s for$49,985,000. This note had an escalating debt service schedule with low payments in the first several years. In 1987,the City Council established an annuity to levelize the payments from the Water Fund to the Bureau for the Choke Canyon Debt. This debt is subordinate to all other utility debt and currently has no cash reserves or coverage requirements. The current interest rate is 5.116%. This agenda item will convert the existing note to a junior lien utility system revenue bond with an interest rate of approximately 2.7% and product a net present value savings of approximately$9.1 million over the life of the debt. This agenda item also authorizes the refund of any callable utility system revenue bonds up to$27,535,000. This refund is anticipated to produce a net present value savings of$1.9 million or 7.0%. Clay Binford, Bond Counsel, and Mark Seale, Financial Advisor,were available to respond to questions. There were no comments from the public. Council members and staff discussed the following topics:the original note with the Bureau of Reclamation for Choke Canyon;the schedule of debt;the amount currently outstanding;the reserve fund amount; the balance for Choke Canyon;the expected interest rate; discussion with the Bureau of Reclamation regarding the loan being forgiven; future analysis of the need for Choke Canyon;the contract for Choke Canyon; reprecussion for defaulting on the agreement for Choke Canyon; the expected rating for the bond; expected use of the reserve fund;the reasons this action was not taken earlier; the process for refunding; converting the existing to ajunior lien; and questions regarding the ability to allow customers to use a specific quantity of water at no cost. Council Member Smith 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: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 P. FUTURE AGENDA ITEMS: (ITEMS 24 - 38) Mayor Pro Tem Rubio referred to Future Agenda Items. City Manager Margie C. Rose stated that staff had planned presentations on Items 24 and 38. 24. Appointment of Financial Advisor for Utility System Revenue Refunding Bonds, Series 2017A Motion authorizing the appointment of and approving the contract for M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Corpus Christi Page 18 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 Texas Utility System Revenue Refunding Bonds, Series 2017A in an amount not to exceed $77,520,000. This Motion was recommended to the regular agenda. 25. Resolution to Authorize Submission of Grant Application for the Local Border Security Program Grant within the Police Department Resolution authorizing the City Manager, or designee, to submit a grant application in the amount of$189,612.88 to the Office of the Governor Homeland Security Grants Division for funding eligible under the FY 2017-18 Local Border Security Program Grant. This Resolution was recommended to the consent agenda. 27. Art Donation Agreement for La Retama Park Motion authorizing the City Manager, or designee, to execute an agreement with Rhodes Urban for the donation and acceptance of a cast aluminum art sculpture known as "Community Column" by Artist, Jack Gron, Art Professor at Texas A&M Corpus Christi, as well as an internationally known artist, honoring the memory of Norma Urban, a member of the Downtown Management Group, to be placed at La Retama Park. This Motion was recommended to the consent agenda. 26. Public Art for Collier Pool Motion authorizing the City Manager or designee to execute documents necessary to purchase a work of art created in painted steel, by the artist group Monument Fine Art and Sculpture Conservation, in the amount of$17,500 for the Aquatic Facility Upgrades and Improvements - Collier Pool Project to fulfill the public art requirement. (Bond 2012 Proposition 4) This Motion was recommended to the consent agenda. 28. Resolution to Authorize Food Program Purchase for Senior Centers and Summer Youth Programs Resolution authorizing the City Manager to execute all documents necessary to purchase up to $191,360.00 in food supplies for the City Senior Center Meals Program through the Coastal Bend Council of Governments (CBCOG) participation in the TEXAS 20 Purchasing Cooperative as organized and administered by the Education Service Center, Region 20; and ratifying the purchase of food supplies for the said program in January-February 2017 through the CBCOG participation in the TEXAS 20 Purchasing Cooperative in the amount Corpus Christi Page 19 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 of$46,898.11 from Labatt Food Services and $9,352.13 from Hill Country Dairies. This Resolution was recommended to the consent agenda. 29. Rental and Servicing of Portable Toilets for Beach Operations Motion authorizing City Manager, or designee, to execute a service agreement with Progressive Waste Solutions of TX, Inc., dba Skid-o-Kan, of Corpus Christi, Texas for rental and servicing of portable toilets for Beach Operations, in accordance with Request for Bid No. 816, based on the lowest, responsive, responsible bid for a total amount not to exceed $22,600, with an estimated expenditure of $11,300 in FY 2016-2017. The term of this contract will be for 12 months with options to extend for two additional 12-month periods at the sole discretion of the City. This Motion was recommended to the consent agenda. 30. Construction Contract for Ocean Drive Park Improvements -Cole Park (Bond 2012, Proposition 4) Motion authorizing the City Manager, or designee, to execute a construction contract with JE Construction Services of Corpus Christi, Texas in the amount of$725,120 for the Ocean Drive Park Improvements - Cole Park for the base bid and additive alternates 1, 2 and 3 (Bond 2012, Proposition 4). This Motion was recommended to the consent agenda. 31. Construction Contract for South Alameda Street from Ayers Street to Louisiana Avenue (Bond 2012, Proposition 1) (Council Priority - Streets) Motion authorizing the City Manager, or designee, to execute a construction contract with CPC Interests, LLC Dba Clark Pipeline Services of Corpus Christi, Texas in the amount of$4,996,832.79 for South Alameda Street from Ayers Street to Louisiana Avenue for Base Bid 2. (Bond 2012, Proposition 1) This Motion was recommended to the consent agenda. 32. Construction Contract for Ayers Street from Ocean Drive to Alameda Street (Bond 2014, Proposition 1) (Council Priority - Streets) Motion authorizing the City Manager, or designee, to execute a construction contract with CPC Interests, LLC Dba Clark Pipeline Services of Corpus Christi, Texas in the amount of$6,254,181.88 for Ayers Street from Ocean Drive to Alameda Street for a total Base Bid Corpus Christi Page 20 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 plus Additive Alternates 1 and 3. (Bond 2014, Proposition 1) This Motion was recommended to the consent agenda. 33. Construction Contract for City-Wide Water Distribution System Repair and Replacement Indefinite Delivery/ Indefinite Quantity Program (Capital Improvement Program) (Council Priority -Water) Motion authorizing the City Manager, or designee, to execute a construction contract with CPC Interests, LLC dba Clark Pipeline Services, LLP of Corpus Christi, Texas in the amount of$5,100,000 for the City-Wide Water Distribution System Repair and Replacement Indefinite Delivery/Indefinite Quantity (IDIQ) Program for one (1) year base contract with two (2) optional one (1) year extensions to be approved administratively subject to availability of funding and satisfactory contractor performance. This Motion was recommended to the consent agenda. 34. Resolution authorizing Interlocal Agreement for Soil Analysis Resolution authorizing the City Manager or designee to execute an Interlocal Agreement with Texas A & M AgriLife Extension Service for a soil testing program. This Resolution was recommended to the consent agenda. 35. Supply Agreement for Ferrous Sulfate for Wastewater Plants Motion authorizing City Manager, or designee, to execute a supply agreement with Pencco, Inc., of San Felipe, Texas for the purchase of Ferrous Sulfate ("chemical") in response to Request for Bid No. 1020 based on the lowest, responsive, responsible bid for a total amount not to exceed $290,250.00, with an estimated expenditure of$145,125.00 in FY2016-2017 and funded by the Wastewater Fund. The term of the agreement is for one year with an option to extend for up to four additional one year periods, subject to the sole discretion of the City. This Motion was recommended to the consent agenda. 36. Lease-Purchase of Two Vactor and One Vacall (Body and Chassis) Combination Sewer Trucks for Wastewater Motion authorizing the City Manager, or designee, to lease-purchase two Vactor combination sewer trucks and a Vacall chassis for combination sewer truck (for Vacall body listed below) from Houston Freightliner, of Houston, Texas, based on the cooperative purchasing agreement with Houston-Galveston Area Council, and one Vacall body for a combination sewer truck from Waukesha-Pearce Industries, Inc., of Houston, Texas, based on the cooperative purchasing Corpus Christi Page 21 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 agreement with Texas Local Government Purchasing Cooperative, dba BuyBoard; for a total amount not to exceed $1,167,613.39, with an estimated expenditure of$77,774.20 in FY2016-2017. This Motion was recommended to the consent agenda. 37. Purchase of 23 Police Vehicles and Upfitting Equipment for the Police Department Motion approving the purchase of 23 police vehicles from Caldwell Country Ford dba Rockdale Country Ford, from Caldwell, Texas and the upfitting equipment from Cap Fleet Upfitters from Temple, Texas, based on the cooperative purchasing agreement with Texas Local Government Purchasing Cooperative, dba BuyBoard for the total amount not to exceed $1,034,360.16. Funds have been approved for FY2016-2017. This Motion was recommended to the consent agenda. 38. Resolution Amending Council Policies Resolution amending City Council Policy Section 16 to reduce the number of City Council Members required to place an item on the agenda or to call a special or workshop meeting from at least five members to four members; and to update said policy regarding regular meeting time. This Resolution was recommended to the consent agenda. Q. BRIEFINGS: (ITEMS 39 AND 41) 39. Process for City Charter Review This Presentation was postponed to the City Council meeting of March 28, 2017. 41. Manufactured Housing for Affordable Infill Development Mayor Pro Tem Rubio deviated from the agenda and referred to Item 41. Interim Director of Development Services Julio Dimas stated that the purpose of this item is to provide an update on a project presented by Andy Taubman related to manufactured housing for affordable infill development. Mr. Taubman and J. Martin Montgomery, state expert on manufactured housing, presented the following information: regulation of buildings;types of housing in Corpus Christi; windstorm and flooding considerations; financing and insurance;the structure lifespan and maintenance of homes; materials and components of the structure; ownership economics; a site plan for 1221 Central Street; individuals currently interested in manufactured housing; and addressing neighborhood suitability. Interim Director of Development Services Julio Dimas stated that staff is working to address considerations regarding the process to implement the Corpus Christi Page 22 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 project and long-term policies regarding manufactured homes in infill development. Mr. Dimas presented the following considerations:whether manufactured homes are a viable option for affordable infill residential in single-family zoning districts; information regarding manufactured housing; codes regulating manufactured housing;zoning issues; windstorm standards; construction standards;the effect manufactured homes have on surrounding property values; aesthetics of manufactured homes in an existing neighborhood; and information to evaluate for a new policy. Council members and the presentation team discussed the following topics: Texas Windstorm Insurance Association insuring some manufactured homes but not all;Wind Zone 3 regulations;sand damage;the various soil make-ups in the City; neighborhood suitability; determining suitable neighborhoods; expected valuations;the impact on property values; replacement of manufactured homes;foundation anchoring;state inspection regulations; special instances when modular houses were temporarily allowed;what other cities are doing; ranges of the cost of homes; and aesthethics criteria. R. LEGISLATIVE UPDATE: (NONE) S. EXECUTIVE SESSION: (ITEMS 42 -44) Mayor Pro Tem Rubio referred to the day's executive sessions. The Council went into executive session at 6:42 p.m. The Council returned from executive session at 8:24 p.m. 42. Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning confidential legal issues related to the interruption of water service, Rules of the Texas Commission on Environmental Quality and U.S. Environmental Protection Agency, the U.S. Clean Water Act, federal, state and local regulations and laws related to the interruption of water service, negotiations with the U.S. Environmental Protection Agency concerning the City's sanitary sewer system, and professional services agreements related to the provision of engineering, legal, and other services related to negotiation and potential litigation with agencies involved in the regulation of water and sewer service. Mayor Pro Tem Rubio referred to Item 42 and the following motion was considered: Motion to authorize the extension of agreements and encumbrance of funds for Professional Services Agreements for Outside Legal Counsel with Lloyd Gosselink regarding (1) Post December 2016 Water Quality Event Enforcement and(2) Ongoing TCEQ Enforcement measures, in a total amount not to exceed $75,000. Council Member Vaughn made a motion to approve the motion,seconded by Council Member Garza. This Motion was passed and approved with the following vote: Corpus Christi Page 23 Printed on 3/24/2017 City Council Meeting Minutes March 21,2017 Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member McComb, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 Enactment No: M2017-040 43. Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to the TxDOT Harbor Bridge Project and pursuant to Texas Gov't Code § 551.072 to deliberate the purchase, exchange, lease, or value of real property (including, but not limited to,TC Ayers Pool, TC Ayers Park and other property in vicinity of existing or proposed Harbor Bridge, said pool, and said park) because deliberation in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person. This E-Session Item was discussed in executive session. 44. 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 annexation, deannexation, provision of utility services in annexed areas, municipal authority in the City's extraterritorial jurisdiction, wind turbines, agreements related to aforementioned items, and other legal matters related to the aforementioned matters in areas annexed by the City in 2014. This E-Session Item was withdrawn. T. ADJOURNMENT The meeting was adjourned at 8:26 p.m. Corpus Christi Page 24 Printed on 3/24/2017 Cornus Christi 1201 Leopard Street F' Corpus Christi,TX 78401 y cctexas.com Meeting Minutes City Council Friday, January 13,2017 1:30 PM RETREAT LOCATION: Selena Rotunda Room American Bank Center 1901 North Shoreline Blvd. Corpus Christi, TX 78401 SPECIAL CITY COUNCIL MEETING CITY COUNCIL RETREAT Public Notice - - THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE MEETING ROOM. A. Mayor Dan McQueen to call the meeting to order. Mayor Dan McQueen called the meeting to order at 1:31 p.m. B. 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. Charter Officers: City Manager Margie C. Rose, City Attorney Miles K. Risley, and City Secretary Rebecca Huerta. Present: 9- Mayor Dan McQueen,Council Member Rudy Garza,Council Member Paulette Guajardo,Council Member Michael Hunter,Council Member Joe McComb,Council Member Ben Molina,Council Member Lucy Rubio,Council Member Greg Smith, and Council Member Carolyn Vaughn C. Review Retreat Agenda The retreat was facilitated by Mr. Scott Elliff. Mr. Elliff provided a review of the retreat agenda including: an update on status of priorities established during the 2016 retreat; clarification of, and consensus regarding, path forward/work plan related to priorities for 2017; identification of possible new priority areas for 2017 and beyond; and discuss and agree on operational procedures (e.g. calendar, boards and commissions, etc.). D. Status Report on 2016 Council Policy Priorities City Manager Margie C. Rose provided a progress report on the 2016 Council priorities,which were: 1) Residential Road Repair;2)Water Policy; and 3) Economic Development Policy. City Manager Rose also presented Operational Areas of Interest. Corpus Christi Page 1 Printed on 3/23/2017 City Council Meeting Minutes January 13, 2017 Council members requested follow up information on the following: the pavement assessment;the status of fencing that was to be installed around the Police Department Headquarters building; Bond 2014 projects; desalination feasibility project; economic development initiatives;streets repairs; City Hall improvements; bidding concrete and asphalt for street repairs; decommissioned parks that remain unsold;street reconstruction test projects; timeline for bond projects not started; an explanation of the Aquifer Storage Recovery District;the status of the affordable housing plan; review of overall water policy; reducing the amount of time a property owner has to make a legal claim to property as it relates to the Affordable Housing Pilot Program;which departments have code enforcement officers; appropriate use of land that will become vacant upon construction of the new Harbor Bridge. Also discussed by a council member was the measurability of objectives and the vision and major direction of the City. Council members also requested follow up information on the following: the status of the Aquifer Storage and Recovery Project; the measurability of Beautify Corpus Christi;the status of the City's new website;the alignment of the policies of the Corpus Christi Regional Economic Development Corporation and the Corpus Christi Business and Job Development Corporation. Mayor McQueen recessed the meeting at 2:58 p.m.for a break. Mayor McQueen reconvened the meeting at 3:11 p.m. E. Identify and Clarify Priority Areas and Expectations for 2017 Council Policy Priorities Mr. Elliff referred to Item E. Council members identified the following areas of focus, within the three existing priority areas,for 2017 in order of importance (see Mr. Elliff's attached report, included as part of these minutes): WATER 1) Ensure superior water supply; 2) Develop a comprehensive water plan for future supply and use; 3) Establish comprehensive emergency plan for use in water emergencies; and 4) Ensure excellence in water department staffing. ECONOMIC DEVELOPMENT 1) Take lead to convene key stakeholders and groups to develop a comprehensive economic development plan for the City of Corpus Christi; 2) Establish and implement plan to grow anchor businesses and attractions; 3) Review and improve Development Services department; 4) Review ordinances and policies regarding infill housing development; and 5) Enhance public safety. STREETS AND ROADS 1) Implement the approved residential street funding strategy; 2) Review and revise overall street and road improvement strategy; 3) Review internal operations, including staffing and cost of operations; 4) Improve project monitoring practices, processes and accountabilities; 5) Increase contractor diversification and opportunity; 6) Improve timeliness of bond project completion; and Corpus Christi Page 2 Printed on 3/23/2017 City Council Meeting Minutes January 13, 2017 7) Stoplight synchronization. Mayor McQueen recessed the meeting at 4:20 p.m.for a break. Mayor McQueen reconvened the meeting at 4:34 p.m. F. Finalize Focus Areas for 2017 Council Policy Priorities Mr. Elliff referred to Item F. Council members identified the following items to be considered in 2017 and 2018(not prioritized): Implement a long-term, incremental plan for Fire and Police staffing; Modernize and automate processes in various departments (e.g. Utilities, Municipal Court, Code Enforcement, and Police Departments); Establish development rules for Southside; Develop"college pride" culture with Texas A&M University Corpus Christi; Build on successful existing local community events,such as Farmers' Market and Art Walk; See substantial progress in revitalization/redevelopment efforts; Junior Beck Road -Open it up from Bear Lane to Old Brownsville Road; Explore funding for ambulance for Fire Station #18 in 2018; Maintain a sustainable debt load; Finalize and begin implementing long-term wastewater plan; Zero-based budgeting; Homelessness -Look at Albuquerque, New Mexico model; City beautification -partnerships with County and Sheriff for community service; Implement area development plans; and Invest in Animal Control. G. Operational Procedures City Secretary Rebecca Huerta presented the proposed 2017 council meeting calendar. The Council concurred to cancel the following meetings: March 14,June 27, November 21, November 28, and December 26; and to schedule a meeting on November 7. City Secretary Huerta presented information relating to setting a deadline for accepting applications for boards and commissions of seven days before the City Council makes appointments. MOTION OF DIRECTION Council Member Smith made a motion of direction directing the City Secretary to bring forward an agenda item amending Council policies to incorporate the referenced deadline for submitting applications for boards and commissions, seconded by Council Member Molina, and unanimously approved (Council Member Vaughn -absent). H. Closing and Adjournment The meeting was adjourned at 5:21 p.m. Corpus Christi Page 3 Printed on 3/23/2017 SC o� Va. AGENDA MEMORANDUM v Future item for the City Council meeting of March 21, 2017 NORROPPEAction Item for the City Council meeting of March 28, 2017 1852 DATE: March 6, 2017 TO: Margie C. Rose, City Manager FROM: Mike Markle, Chief of Police mikema(a)cctexas.com 886-2604 Approval to submit a grant application to the State of Texas, Office of the Governor's Homeland Security Grants Division for FY 2017 funding available under the Local Border Security Program Grant CAPTION: Resolution authorizing the City Manager, or designee, to submit a grant application in the amount of $189,612.88 to the Office of the Governor Homeland Security Grants Division for funding eligible under the FY 2017-18 Local Border Security Program Grant. PURPOSE: The City must apply for these funds each year. BACKGROUND AND FINDINGS: Funding is available to enhance law enforcement patrols in an effort to deter and facilitate directed actions to interdict criminal activity. The Police Department will deploy officers on an overtime basis to conduct direct actions and operations within the city limits and ETJ targeting known drug, currency and human trafficking routes operating in the South Texas area to points north. The funding provides for overtime, retirement for sworn officers and mileage. There is no City match required. Funding is available from September 1, 2017—August 31, 2018. 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 Project to Date Fiscal Year: 2016- Expenditures 2017 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends submitting the application. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing the City Manager, or designee, to submit a grant application in the amount of$189,612.88 to the Office of the Governor Homeland Security Grants Division for funding eligible under the FY 2017-18 Local Border Security Program Grant. WHEREAS, the City of Corpus Christi agrees provide applicable matching funds for the said project, with the understanding that matching funds are not required by the Homeland Security Grant Program grant application; WHEREAS, the City of Corpus Christi agrees that in the event of loss or misuse of the Office of the Governor funds, the City of Corpus Christi assures that the funds will be returned to the Office of the Governor in full; and WHEREAS, the City of Corpus Christi designates the City Manager or designee as the grantee's authorized official. The authorized official is given the power to apply for, accept, reject, alter or terminate the grant on behalf of the applicant agency. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager, or designee, is authorized to submit a grant application in the amount of$189,612.88 to the Office of the Governor Homeland Security Grants Division for funding eligible under the FY 2017-18 Local Border Security Program Grant. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Mayor City Secretary Corpus Christi, Texas of The above resolution was passed by the following vote: Mayor Rudy Garza Paulette Guajardo Michael Hunter Joe McComb Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn SC GO H v AGENDA MEMORANDUM NggPppS EO Future Item for the City Council Meeting of March 21, 2017 1852 Action Item for the City Council Meeting of March 28, 2017 DATE: March 7, 2017 TO: Margie Rose, City Manager FROM: E. Jay Ellington, Director, Parks and Recreation Department JayEll�cctexas.com 361-826-3464 Public Art for Collier Pool CAPTION: Motion authorizing the City Manager or designee to execute documents necessary to purchase a work of art created in painted steel, by the artist group Monument Fine Art and Sculpture Conservation, in the amount of $17,500 for the Aquatic Facility Upgrades and Improvements — Collier Pool Project to fulfill the public art requirement. (Bond 2012 Proposition 4) PURPOSE: Authorize an artist agreement for permanent art for Collier Pool as part of the City's public art program. BACKGROUND AND FINDINGS: Located near the entrance Collier Pool, approved with 2012 Bond projects, the proposed functional art shade structure by artist group Monument Fine Art and Sculpture Conservation will be approximately 25 feet long by 16 feet wide and ranging from 11 to 16 feet tall made of industrial urethane painted steel birds attached to galvanized steel bars. The proposal was unanimously approved by the Arts and Cultural Commission at their March 7, 2017 meeting. ALTERNATIVES: Do not approve purchase of artwork. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This project is being funded according to Public Art Policies and Guidelines. These policies and guidelines were passed by the City Council on March 10, 1987. Per the Public Art Ordinance, Ordinance No. 21435; Municipal public art program; Sec. 2-109 (e)(1) — Program Administration. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTALCLEARANCES: Legal, Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue X Capital ❑ Not applicable Project to Date Fiscal Year: 2016- Expenditures 2017 (CIP only) Current Year Future Years TOTALS Line Item Budget $ 17,500 $ 17,500 Encumbered/ Expended Amount This item BALANCE $ 17,500 $ 17,500 Fund(s): Bond Fund 3293 Comments: None RECOMMENDATION: Staff recommends approval of this motion. LIST OF SUPPORTING DOCUMENTS: Artist Agreement Attachment—Concept drawing of artwork Page 1 of 15 AGREEMENT FOR COMMISSION OF PUBLIC ART BETWEEN THE CITY OF CORPUS CHRISTI AND MONUMENT FINE ART AND SCULPTURE CONSERVATION LLC FOR ARTWORK AT COLLIER POOL This agreement ("Agreement's is entered into by and between the City of Corpus Christi, Texas, a home-rule municipal corporation ("City"), acting through its duly authorized City Manager or the City Manager's designee ("City Manager") and Monument Fine Art and Sculpture Conservation LLC of Corpus Christi,Texas ("Artist"). WHEREAS, the City has allocated funds for the selection, purchase, and placement of a public work of art at, in, or near the selected site of the Collier Pool located at 3801 Harris Dr., Corpus Christi,Texas,78411 ("Project Premises'; WHEREAS, Artist submitted a proposal to City's Arts and Cultural Commission ("Commission"); WHEREAS, the City and Artist wish to set out the terms and conditions under which the Artwork is to be designed, fabricated, and installed in order to promote the integrity of Artist' ideas and statements as represented in the artist's proposal and as represented by and in the completed Artwork; NOW, THEREFORE, the City and the Artist, for and in consideration of the covenants and agreements set out in this Agreement, the sufficiency of which is hereby acknowledged, agree as follows: Section 1. Preamble Language. The preamble language included above this initial numerated section is incorporated into this Agreement by reference and made a part of this Agreement for all intents and purposes. Section 2. Contract Administrator. The City's contract administrator for this Agreement is the City's Director of Parks and Recreation or designee("Director"). Section 3. Artwork. The City, through this Agreement, contracts with Artist to provide professional services in designing, constructing, finishing, transporting, and installing a permanent work of art ("Artwork"). A representative design of the Artwork, including plans and specifications, will be approved by the Director of Engineering and Director of Parks and Recreation, or their respective designees, and the Arts and Cultural Commission. The City and Artist acknowledge that Artist's preliminary design for the Artwork had previously been reviewed and approved by the City's Arts and Cultural Commission ("Commission"), a commission whose members are appointed by the City's City Council ("City Council"), and which preliminary Artwork design is shown as Exhibit A and incorporated in this Agreement by reference. Section 4. Term of Agreement. This Agreement, excluding certain covenants that survive this Agreement including, but not limited to, Sections 17, 19(B), 22, 23, and 25, will expire upon the City's final payment to Artist as governed by Sections 5(B)(iv) and 8(C) of this Agreement. Section 5. Compensation and Payment Schedule. A. The City will pay directly to Artist a fixed fee of$17,500.00, which is full compensation for all services to be performed and all materials to be furnished by Artist under this Page 2 of 15 Agreement including but not limited to all costs associated with design, fabrication, windstorm certification, permitting, installation, and insurance. The payment of compensation to Artist, at any time during the term of this Agreement, will not be deemed a waiver of any right of the City or acceptance, by the City, of defective performance by Artist. B. The fee will be paid in the following installments, each installment to represent full and final payment for all services and materials provided prior to the payment thereof: O $2,625 will be remitted by the City to the Artist within ten (10) working days of this Agreement being signed by both parties, (ii) $8,750 will be remitted by the City to the Artist within ten (10)working days of the plans and specifications being approved by the City (iii) $4,375 will be remitted by the City to the Artist within ten (10) working days of the Artwork being completed in Artist's studio (iv) $1,750 within ten(10)working days of the Artwork being installed and Notice of Final Acceptance has been issued accepted Section 6. Fabrication of Artwork. Artist shall furnish all labor, tools, materials, machinery equipment, and incidentals necessary for the execution of the Artwork. Section 7. Completion of Artwork. The Artwork should be fully fabricated and ready for installation no later than 180 days after contract execution. Deviation from this deadline requires written notice to the City, but in no way shall fabrication and installation take more than 240 days. Section 8. Notice of Substantial Completion, Notice of Acceptance, and Notice of Final Acceptance. A. Director, or designee, shall inspect the Artist's project design for the Artwork. Upon acceptance of the Artwork design and obtain Artist's obtaining all required building permits and evidence of windstorm certification,the City shall provide Artist with"Notice of Acceptance" and will issue payment to Artist, under Section 5(B)(ii) of this Agreement ("Notice of Acceptance"), Upon receipt of a deficiency notice, Artist will be given a reasonable time in which to correct all deficiencies noted by the City. Artist shall assume all costs associated with the correction of any deficiencies noted. Upon correction of all deficiencies, the City shall notify Artist in writing of the City's accepted arrival of the Artwork and issue a Notice of Acceptance. B. Artist shall send to Director a written notice of substantial completion ("Notice of Substantial Completion's when the Artwork has been substantially completed in accordance with the plans and specifications described in Exhibit A and will issue payment to Artist, under Section 5(13)(iii) of this Agreement. C. Upon installation of the Artwork and site cleanup,the City shall notify Artist in writing of its final acceptance ("Notice of Final Acceptance's of the Artwork and will issue payment to Artist, under Section 5(B)(iv) of this Agreement. Final acceptance shall not to be unreasonably withheld. Site cleanup shall consist of Artist cleaning and removing from the installation site all surplus and discarded materials, temporary structures, and Page 3 of 15 debris of every kind occasioned by Artist's installation work in order to leave the installation site in a clean and orderly condition, substantially the same as that which originally existed. Section 9. Installation of the Artwork. Artist shall provide plans and specifications for installation of the Artwork. Artist will also be contractually responsible for all completion costs associated with construction and installation of the Artwork. Artist shall be contractually responsible for the physical installation of the Artwork and all completion costs associated with the installation of the Artwork at the Project Premises, in compliance with the project's design firm. Section 10. Artwork Maintenance Instructions. Artist shall submit,within fourteen (14) days after installation of the Artwork, instructions regarding routine maintenance required for each component of the Artwork. Section 11. Work Standards. Artist must perform all work in a good and workmanlike manner and in accordance with all applicable Federal, State, and local laws and regulations. Section 12. Taxes. A. The City is a tax-exempt organization and no State of Texas or local sales taxes are due upon the Artwork by the City. The City shall supply Artist with a copy of the Texas Sales Tax Exemption Certificate ("Texas Certificate"). The City does not warrant that the Texas Certificate will be acceptable in any other Jurisdiction outside the boundaries of Texas for tax-exempt purchases of materials or supplies to be used for the Artwork. B. Artist are solely responsible for the payment of any and all taxes that may become due to any taxing authority, agency, or entity with respect to services provided by Artist or with the Artwork that is the subject of this Agreement. This provision survives the expiration or earlier termination of this Agreement. C. Artist shall pay, before delinquency: all taxes, levies, and assessments arising from Artist' activities and undertakings pursuant to this Agreement; taxes levied on Artist' art studio and any improvements on the studio property or other place used for the fabrication and completion of the Artwork; taxes levied on Artist' equipment, tools, and machinery;and taxes levied on Artist' interest in this Agreement. Section 13. No Assignment of Work Without Authorization. The work and services required of Artist under this Agreement are personal to Artist and may not be assigned, delegated, or transferred without the express, written approval of the City. This provision does not prohibit Artist from having the Artwork cast at an approved foundry or from employing qualified personnel to work under Artist' direct supervision and control with respect to the Artwork. Section 14. Review of Work in Progress. Upon reasonable, prior notice to Artist, the City's officers, employees, and agents must be allowed to make reasonable inspections and reviews of Artist' progress with respect to the Artwork. Section 15. Insurance. A. Artist shall secure and maintain, during the term of this Agreement and at Artist's sole expense, the levels and types of insurance set out in Exhibit B, a copy of which is attached to this Agreement and incorporated in this Agreement by reference. Page 4 of 15 B. Any subcontractors, if approved by the City, must secure and maintain the same levels and types of insurance shown in Exhibit B prior to performing any work related to this Agreement. C. Artist shall provide proof, by certificate of insurance meeting the limits and requirements set out in Exhibit B, to the City's Risk Manager and Director upon the execution of this Agreement. D. The certificate of insurance must name the City as an additional insured and must provide the City with at least 30 days written notice of cancellation, material change, or intent not to renew any insurance coverage required by Exhibit B. Section 16. Artist's Expenses, Artist shall be responsible for the payments of all mailings for submission to the City, including any required insurance certificates; shipping costs of the Artwork to the City; all costs of travel by Artist; all labor costs for Artist'employees; and all other costs, unless specifically excluded in this Agreement, that are necessary for the proper performance of the work, services, and obligations required by Artist under this Agreement. Section 17. Public Information by Artist. Artist shall acknowledge the City's role in purchasing the Artwork in all public presentations and written, printed, or electronic publications of the Artwork following the execution of this Agreement. This obligation of Artist survives the termination of this Agreement. Section 18. Independent Contractor; Lack of Contractual Authority. A. Artist shall perform all work and services under this Agreement as an independent contractor and not as an agent, representative, or employee of the City. B. This Agreement does not establish Artist as the agents or legal representatives of the City for any purpose whatsoever, and Artist are not granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of, or in the name of,the City or to bind the City in any manner whatsoever. Section 19.Title; Copyright and License to Reproduce. A.Title to the Artwork will pass to the City upon remittance of the final payment. B. City obtains the rights to graphically reproduce, through photography or otherwise, the image of the Artwork including, but not limited to,the Artwork proposal and all preliminary studies, and to authorize third parties to graphically reproduce, through photography or otherwise, any and all of the same as are desired by the City for any purpose deemed appropriate by the City Manager. On each municipal reproduction, Artist will be acknowledged, using designations provided by Artist, to be the creator of the original Artwork depicted, provided that reproductions of any proposals and preliminary studies may not be identified as, or represented to be, the finished Artwork. The rights granted by this subsection survive the termination of this Agreement. Section 20. Risk of Loss. Artist shall take all measures reasonably necessary to protect the Artwork from loss or damage until Artist have completed delivery to the City of all materials that constitute and form the Artwork and ownership is transferred to the City. Artist shall obtain property insurance, as set out in Section 15 of this Agreement, for loss or damage of the materials paid for by the City while in Artist'possession and control. Page 5 of 15 Section 21. Indemnification. To the extent allowed by Texas law, Artist ("Indemnitors") shall fully indemnify, save, and hold harmless the City and its officers, employees, and agents (collectively, "Indemnitees") against any and all liability, damage, loss, claims, demands,and actions of any nature whatsoever on account of personal Injury (including, without limitation on the foregoing, premises defects, workers' compensation, and death claims), property loss, or damage of any kind whatsoever, including dishonest, fraudulent, negligent, or criminal acts of the Indemnitor or the Indemnitor's employees, representatives, or agents, acting alone or in collusion with others, which may arise out of, be caused by, or be in any way connected with, either proximately or remotely, wholly or In part, Indemnitor's design,fabrication, installation, repair, restoration, or removal of the Artwork and any act or omission of the Indemnitor or of any agent or employee of Indemnitor pursuant to performance under the terms of this Agreement The terms of this indemnification are effective regardless of whether the injury, damage, or loss is caused by the sole, contributory, or concurrent negligence of the Indemnitees or any of them Individually. The Indemnitor covenants and agrees that, if the Indemnitee is made a party to any litigation against the Indemnitor or in any litigation commenced by any party other than Indemnitor relating to this Agreement, Indemnitor shall, upon receipt of reasonable notice regarding commencement of litigation and at his/her own expense, investigate all these claims and demands, attend to their settlement or other disposition, defend Indemnitee in all actions based thereon with counsel satisfactory to the Indemnitee, and pay all charges of attorneys and all other costs and expenses of any kind arising from any said liability, damage, loss, claim, demand, or action. No liability attaches to the City by virtue of entering Into this Agreement except as is expressly provided for under this Agreement. This provision survives the expiration or earlier termination of this Agreement. Section 22. Artist'Warranties. A. Warranty Against Defects. Artist warrant that the Artwork is designed to last for 20 years and guarantees the Artwork against faulty material and workmanship, including inherent vice. The term "inherent vice" means a quality within the material(s) that compromise(s)the Artwork and, either alone or in combination, results in the tendency of the Artwork to destroy itself and its image. In the event of a claim by the City for faulty material or workmanship, Artist shall, at the City's option, remedy or pay for any loss or damage resulting from faulty material or workmanship that occurs or appears after the date the City issues a Notice of Final Acceptance of the Artwork. The City shall give written notice with reasonable promptness to Artist regarding observed defects in the Artwork that occur or appear. Nothing contained in this Agreement or any action whatsoever by the City constitutes an acceptance of work not done in accordance with the provisions of this Agreement or relieves Artist of liability or responsibility for faulty material orworkmanship. This provision survives the expiration of this Agreement. B. Warranty of Title. Artist warrants and guarantees that, upon the City's final remittance of payment to Artist, the City acquires good title to the Artwork and that the Artwork is free from any and all claims, liens, and charges of and by any person or entity including, but not limited to, all employees and suppliers of Artist. This provision survives the expiration of this Agreement. Page 6 of 15 Section 23. Collection Management. A. The City reserves the right to manage its collection of art, including the Artwork, consistent with all applicable laws,the City's Charter, ordinances, and municipal policies. The City, through this Agreement, is commissioning and purchasing a work of public art, and the City shall determine the Artwork's placement at the Project Premises. This reservation of rights survives the expiration of this Agreement. B. The City reserves the right to manage its buildings, facilities, and public sites for public purposes and, in doing so, may determine that it is necessary to relocate or remove the Artwork or modify the site in or on which it is located. This reservation of rights by the City survives the expiration of this Agreement. Section 24. Force Majeure. No party to this Agreement will be liable for failures or delays in performance due to any cause beyond their control including, but not limited to, any failures or delays in performance caused by strikes, lock outs, tires, acts of God or the public enemy, common carrier, severe inclement weather, and riots or interference by civil or military authorities. Artist shall inform the City in writing and submit proof of force majeure within three (3) business days of the event or occurrence of force majeure. Artist' failure to inform and submit proof to the City of force majeure constitutes a waiver of this right as a defense. The failures or delays to perform extend the period of performance until these exigencies have been removed. Section 25. Survival of Terms. Termination or expiration of this Agreement for any reason does not release either party from any liabilities or obligations set forth in this Agreement that: 'I) the parties have expressly agreed survive the termination or expiration; 2) remain to be performed; or 3) by their nature would be intended to be applicable following the termination or expiration. Section 26. Non-Discrimination. Artist shall not discriminate or permit discrimination against any person or group of persons, as to employment or in the performance of services under this Agreement, on the grounds of race, religion, national origin, sex, physical or mental disability, or age, or in any manner prohibited by the laws of the United States or the State of Texas. The Director retains the right to take the action as the United States may direct to enforce this non- discrimination covenant. Section 27. Compliance with Laws. A. Artist must comply with all applicable Federal, State, and local government laws, rules, regulations, and ordinances that may be relevant or applicable to Artist' performance under this Agreement. B. This Agreement is also subject to applicable provisions of the City's Charter. Section 28. Venue. All actions brought to enforce compliance with this Agreement must be brought in Nueces County,Texas,where this Agreement was executed and will be performed. Section 29. Interpretation. This Agreement will be governed by and construed in accordance with the laws of the State of Texas. Section 30. Notice. A. All notices, demands, requests, or replies provided for or permitted, under this Agreement by either party must be in writing and must be delivered by one of the Page 7of15 following methods- (1) by personal delivery; (2) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; (3) by prepaid telegram; (4) by deposit with an overnight express delivery service, for which service has been prepaid; (5) by fax transmission; or(6)e-mail. B. Notice deposited with the United States Postal Service in the manner described above shall be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service in the manner described above will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax or e-mail will be deemed effective upon transmission with proof of delivery to the receiving party. All communications must only be made to the following: IF TO CITY: IF TO ARTIST: City of Corpus Christi—Parks and Recreation Monument Fine Art and Sculpture Attn: Director Conservation LLC 1201 Leopard; 3'd Floor 733 Bradshaw Dr. P.O. Box 9277 Corpus Christi,Texas 78412 Corpus Christi,Texas 78469-9277 Email: maiczewskiandrew mail.com; (361)880-3464 Email: paul@dancingmetal.com (361)880-3864 Fax C. Either party may change the address to which notice is sent by using a method set out above. Artist shall notify City of an address change within ten (10) days after the address is changed. Section 31. Mechanics and Materialman's Liens. Artist must not allow the Artwork to be encumbered by any notice of intention to file a mechanic or materialman's lien or by the filing of a mechanic or materialman's lien. In the event that any notice of intention to file a mechanic or matedalman's lien is received by Artist or a mechanic or materialman's lien Is filed against the Artwork purporting to be for labor or materials, Artist must discharge the same within ten (10) days of the notice or filing. Section 32. Disputes. Any disputes concerning Artist' performance of this Agreement that are not disposed of by agreement between Artist and the Director will be referred to the City Manager or the City Manager's designated representative. If these persons do not agree upon a decision within a reasonable period of time not to exceed forty-five (45) days, the parties may pursue other legal rights and remedies to resolve the disputes. Section 33. Modification or Amendment. No modification or amendment of any of the terms of this Agreement will be effective unless the modification or amendment is in writing and signed by an authorized representative of each of the parties to this Agreement. Section 34. Waiver. A. The failure of either party to complain of any act or omission on the part of the other party, no matter how long the same may continue, will not be deemed a waiver by said party of any of its rights under this Agreement. B. No waiver of any covenant or condition or of the breach of any covenant or condition of this Agreement by either party at any time, express or implied, will be taken to constitute Page 8 of 15 a waiver of any subsequent breach of the covenant or condition nor will justify or authorize the nonobservance on any other occasion of the same or any other covenant or condition of this Agreement. C. If any action by Artist requires the consent or approval of the City on one occasion, any consent or approval given on said occasion will not be deemed a consent or approval of the same action or any other action on any other occasion. D. Any waiver or indulgence of Artist' default of any provision of this Agreement will not be considered an estoppel against the City. It is expressly understood that, if at any time Artist are in default in any of its conditions or covenants of this Agreement,the failure on the part of the City to promptly avail itself of said rights and remedies that the City may have will not be considered a waiver on the part of the City, but the City may at any time avail itself of said rights or remedies allowed under this Agreement, in law, or in equity. E. Any waiver or indulgence of the City's default of any provision of the Agreement will not be considered an estoppel against the Artist. It is expressly understood that, if at any time the City is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Artist to promptly avail themselves of said rights and remedies that the Artist may have will not be considered a waiver on the part of the Artist, but the Artist may at any time avail themselves of said rights or remedies allowed under this Agreement, in law,or in equity. Section 35. Severability. A. If,for any reason,any section, paragraph, subdivision,clause, provision, phrase, or word of this Agreement or the application hereof to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of said term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected thereby, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word hereof be given full force and effect for its purpose. B. To the extent that any clause or provision Is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, in lieu of each illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid,or unenforceable clause or provision as may be possible and be legal, valid, and enforceable,will be added to this Agreement automatically. Section 36. Acknowledgment and Construction of Ambiguities. The parties expressly agree that they have each independently read and understood this Agreement. By Artist' execution of this Agreement, Artist agree to be bound by the terms, covenants, and conditions contained in this Agreement. By agreement of the parties, any ambiguities in this Agreement may not be construed against the drafter. Section 37. Captions. The captions utilized in this Agreement are for convenience only and do not in any way limit or amplify the terms or provisions of this Agreement. Section 38. Disclosure of Interests Artist agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. Page 9 of 15 Artist agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this contract. For more information, please review the information on the Texas Ethics Commission website at https:/twww.ethics.state.tx.us. Artist 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 C1Q, please review the information on the City Secretary's website at http://www.cctexas.comlgovemmenVcV;secretary/conflict- disclosurelindex. Section 39. Executory Agreement. This Agreement is not considered valid until signed by authorized representatives of each of the parties and approved by the City Council. Section 40. Entire Agreement. No verbal agreements or conversations between any officer, employee, or agent of the City and Artist or Artist'agent prior to the execution of this Agreement affect or modify any of the terms or obligations contained in this Agreement, Any verbal agreements or conversations prior to execution of this Agreement are considered unofficial information and in no way binding on either party. This Agreement and the attached and incorporated exhibits constitute the entire agreement between the City and Artist for the purpose stated. All other agreements, promises, representations,and understandings, oral or otherwise, with reference to the subject matter of this Agreement, unless contained in this Agreement, are expressly revoked, as the parties intend to provide for a complete understanding within the provisions of this Agreement and its exhibits of the terms, conditions, promises, and covenants relating to Artist'performance under this Agreement. EXECUTED IN DUPLICATE,each of which will be considered an original, on this the day of ,2017. CITY OF CORPUS CHRISTI Margie C. Rose City Manager Attest: Rebecca Huerta City Secretary APPROVED AS TO LEGAL FORM 2017 Assistant City Attorney Page 10 of 15 ARTIST By Printed Title: kqk 1 See Wk 4'A Date: -,r> f , LIST OF ATTACHED EXHIBITS Exhibit A: Artwork Plans and Specifications Exhibit B: Insurance Requirements Exhibit C: Artist's Disclosure of Interest Page 11 of 15 EXHIBIT A Collier Pool Public Art-- Concept Rendering Top View: 2 I( 1 L! 1 Side View: 10' s r _ f Page 12 of 15 EXHIBIT B 1. ARTIST'S INSURANCE REQUIRMENTS A. Artist must not commence work on the Artwork until all insurance required herein has been obtained and such insurance has been approved by the City. Artist must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. Artist must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for the General liability policy and a blanket waiver of subrogation is required on all a plicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-Day written notice of cancellation,non- Bodily Injury and Property Damage renewal,material change or termination is required on all certificates Per occurrence/aggregate COMMERCIAL GENERAL LIABILITY including: $1,000,000 COMBINED SINGLE LIMIT 1, Commercial Broad Form 2. Premise— Operations 3. Products-Completed Operations 4. Broad Form Property Damage 5. Contractual Liability 6. Independent Contractors 7. Fire Damage PROPERTY INSURANCE At a minimum, in amounts sufficient to Fire and Extended coverage to include theft cover the loss of materials paid for by the and vandalism exposures City while in the Artists'possession and control, in addition to the Artist's property TRANSPORTATION/INSTALLATION INSURANCE In amounts sufficient to cover the 1. During transportation of the artwork from replacement cost of the artwork the Artist's studio to Corpus Christi,TX 2. During the installation of the artwork at the Site Required for Installation of Artwork on site WORKERS'COMPENSATION MUST COMPLY WITH THE TEXAS WORKERS'COMPENSATION ACT AND PARAGRAPH II OF THIS EXHIBIT EMPLOYERS' LIABILITY $500,000 Page 13 of 15 II. ADDITIONAL REQUIREMENTS A. As stated in Section 1-B, Table, Contractor must obtain the applicable workers' compensation coverage for its employees through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and with endorsements approved by the Texas Department of Insurance. The coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by Contractor will be promptly met. B. Contractor's financial integrity is of interest to the City; therefore, subject to it's right to maintain reasonable deductibles in such amounts as are approved by the City, Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at its' sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A-VII. C. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies).Contractor 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. Contractor shall pay any costs incurred resulting from said changes.All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi,TX 78469-9277 (361)826-4555-Fax# D. 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: • Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, on the General Liability and Business Auto Liability coverage. • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Contractor shall provide a replacement Certificate of Insurance and Page 14 of 15 applicable endorsements to City. City shall have the option to suspend Contractors performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this agreement. F. In addition to any other remedies the City may have upon 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 Contractor to stop work hereunder, and/or withhold any payment{s} which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractors or its subcontractors' performance of the work covered under this agreement. H. It is agreed that 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. Page 15 of 15 EXHIBIT C CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos.1-4 and 6 6 there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 R there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number. of business. 2017-177217 Monument Fine Art and Sculpture Conservation Corpus Christi,TX United States Date Flied: 2 Name of governmental entity or state agency that Is a party to the contract or which the form Is 03/10/2017 being filed. City of Corpus Christi Date Acknowledged: 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 services,goods,or other property to be provided under the contract. 111 Design and fabrication of"Wind and Sea"a sculptural shade structure Far Collier Park. 4 Nature of interest Name of Interested Party City,state,Country(place of business) (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. CAMRON COX _ Nofory Public,Stole of Texas te. My Commission Expires I r '� December 03, 2019 Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE ,, ���� + Sworn to and subscribed before me,by the said A V e cm this the— I •-• day of rC f t 20 ,to certify which,witness my hand and seal of office. Pallu 12Z L P IftmAcox- A06LN ai SIgAktuof officer administering cath Printed name of officer administering oath TA of office ministering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 SC GO O� v AGENDA MEMORANDUM NCpgpapp(EO Future Item for the City Council Meeting of March 21, 2017 1852 Action Item for the City Council Meeting of March 28, 2017 DATE: March 3, 2017 TO: Margie C. Rose, City Manager FROM: E. Jay Ellington, Director, Parks and Recreation Department JayEll(a�cctexas.com 361-826-3464 Art Donation Agreement for La Retama Park CAPTION: Motion authorizing the City Manager, or designee, to execute an agreement with Rhodes Urban for the donation and acceptance of a cast aluminum art sculpture known as "Community Column" by Artist, Jack Gron, Art Professor at Texas A&M Corpus Christi, as well as an internationally known artist, honoring the memory of Norma Urban, a member of the Downtown Management Group, to be placed at La Retama Park. PURPOSE: Authorize an agreement to accept a donation of the "Community Column" art sculpture from Rhodes Urban created by artist, Jack Gron. The proposed location is at the corner of Mesquite and People's Street in La Retama Park. BACKGROUND AND FINDINGS: The Parks & Recreation Department recently completed improvements to La Retama Park funded through the 2012 Bond Program, the RTA and DMD. The sculpture complements the recent improvements and honors the memory of Norma Urban. The "Community Column" sculpture is welded aluminum made from cast aluminum tiles created by local Corpus Christi residents at a community art event. The sculpture, base, plaque and installation will be fully funded by Rhodes Urban. The Arts and Cultural Commission unanimously voted to recommend the City Council accept the donation from Rhodes Urban at its July 12, 2016 meeting. ALTERNATIVES: Do not approve acceptance of this art donation. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This donation of art is being presented according to Public Art Policies and Guidelines. These policies and guidelines were passed by the City Council on March 10, 1987. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal, Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2016- 2017 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: None RECOMMENDATION: Staff recommends approval of this motion. LIST OF SUPPORTING DOCUMENTS: Art Donation Agreement Attachment — Proposed Site Plan Community Column Specifications 1 AGREEMENT BETWEEN CITY OF CORPUS CHRISTI AND RHODES URBAN FOR DONATION AND ACCEPTANCE OF SCULPTURE TO BE PLACED AT LA RETAMA PARK RECITALS THIS AGREEMENT ("Agreement"), is made this t0 day of H 2017, by and between the City of Corpus Christi ("the City"), and Rhodes Urban ("Donor"), for the purpose of establishing a contractual relationship under which Donor will procure, deliver, install, and donate, and the City will accept, a sculpture including base, for display on City property at the La Retama Park, Corpus Christi, Texas. WHEREAS, Donor has offered to commission the creation of a sculpture ("the Sculpture") from Jack Gran ("the Artist") with the intention of donating the same to the City as a gift; and WHEREAS, the City and Donor (collectively "the Parties") desire to formalize their contractual relationship regarding the procurement and transfer of the Sculpture, and to define their rights, obligations and liabilities therefore; NOW, THEREFORE, in consideration of the mutual promises set forth herein, it is agreed by and between the parties as follows: TERMS 1. Donation of Sculpture. Donor agrees to procure, install, and donate the Sculpture including base, to the City, at Donor's sole cost and expense, and the City agrees to accept the Sculpture, all according to the terms of this Agreement. 2. Specifications of Sculpture. The Sculpture shall be an aluminum creation by Jack Gron (the "Artist"), a preliminary drawing for which is shown and represented in the drawings and photos included as Exhibit 1, attached to this agreement and herein incorporated. The final specifications for the Sculpture are subject to review and approval by the Director of Parks and Recreation ("City Director"), whose approval shall not be unreasonably withheld. The Sculpture shall include a plaque identifying the Artist and recognizing the Donor. The actual size, design, and wording of the explanatory plaque shall be subject to the final approval of the City Director of Parks and Recreation, whose approval shall not be unreasonably withheld. Donor shall ensure that the Sculpture and base are engineered for structural integrity and windstorm certified. 3. Donor's Responsibilities. Donor shall procure, install and donate the Sculpture to the City no later than 12 months after the date of City Council approval of this 2 Agreement. The Director of Parks and Recreation is authorized to approve extensions to these timelines. Donor represents and warrants that it has authority to enter into this Agreement and that Artist grants to the City an unlimited license to graphically reproduce the Sculpture for municipal noncommercial purposes in City brochures, catalogs, and use in any City media or other City publications. City shall endeavor to include the Artist name and Sculpture title in the City publications or reproductions. This provision shall survive termination or expiration of this agreement. Donor shall be solely and exclusively responsible for contacting, communicating with, and coordinating delivery of the Sculpture from the Artist to the City. Donor shall be solely and exclusively responsible for all costs related to procurement, delivery, and installation of the Sculpture, and supporting base. Donor shall provide the Director of Parks and Recreation or designee, within fourteen (14) days after installation of the Sculpture, instructions regarding routine maintenance required for the Sculpture. Donor shall ensure that all work performed on the City property complies with all applicable City, State, and Federal codes, statutes, ordinances, and regulations. Donor is responsible for obtaining all required permits prior to performance of any work an the City property. 4. City's Responsibilities. The City, acting through its Director of Parks and Recreation or designee shall accept delivery, receipt and ownership for the Sculpture at a mutually acceptable time and place. 5. Project Site. Donor shall arrange for the delivery and installation of the Sculpture and associated base at the location in La Retama Park as depicted in the attached Exhibit 2. Should Parks, Development Services, Engineering or Utility staff determine that this location is not suitable for the installation due to engineering structural analysis or impact to City utility infrastructure, then the Director of Parks and Recreation is authorized to work with Donor to identify another more suitable location within La Retama Park for placement of the Sculpture. 6. Risk of Loss or Damage. Donor shall be solely responsible and assume all risk of loss or damage to the Sculpture until receipt and acceptance thereof by the City. Donor assumes all liability related to installation of the Sculpture. Acceptance and ownership of the Sculpture by the City shall occur after delivery and successful installation at the project site. 7. Installation of Sculpture. Donor shall insure that its contractor hired by Donor to install the Sculpture presents and reviews the construction plans with the Engineering, Development Services and Parks and Recreation Departments for 3 their prior approval. Donor must include, in all construction contracts entered into for the installation of the Sculpture and any additional components described herein, a provision requiring the Donor's contractor, to indemnify, hold harmless, defend and insure City, including its officers, agents, and employees, 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 work, whether the claims and demands made are just or unjust, unless same are caused by the gross negligence or willful act of City, its officers, agents, or employees. Donor shall require Contractor to obtain all required City permits and the insurance described in the attached Exhibit 3 prior to beginning work on City property. 8. Relationship of Parties. No agent, employee, representative or subcontractor of Donor shall be deemed to be the employee, agent, representative or subcontractor of the City. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance and unemployment insurance, are available from the City to Donor or its employees, agents, representatives or subcontractors. Donor will be solely and entirely responsible for its acts and for the acts of Donor's agents, employees, representatives and subcontractors during the performance of this Agreement. 9. Expiration; Termination. This Agreement shall expire automatically upon the City's receipt and acceptance of the Sculpture. Once the commission contract is signed with the artist, neither the City nor the Donor can terminate this agreement. 10. Indemnification/Hold Harmless. Donor shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. The provisions of this section shall survive the expiration or termination of this Agreement. 11. Entire Agreement. The written provisions and terms of this Agreement, together with all documents attached hereto, shall supersede all prior verbal statements of any officer or representative of and such statements shall not be effective or construed as entering into or forming a part of, or altering in any manner whatsoever, this Agreement. 12. Modification. No waiver, alteration or modification of any of provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of City and Donor. 13. Assignment. Any assignment of this Agreement by Donor without the written consent of the City Director of Parks and Recreation shall be void. 4 14. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed below. Any written notice hereunder shall become effective as of the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereinafter specified in writing. 15. Non -Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options and the same shall be and remain in full force and effect. 16. Resolution of Disputes, Governing Law. Should any dispute, misunderstanding or conflict arise as to the terms and conditions contained in this Agreement, the matter shall be referred to the City Manager, whose decision shall be final. In the event of litigation arising out of this Agreement, the prevailing party shall be reimbursed for its reasonable attorney fees from the other party. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year above written. CITY OF CORPUS CHRISTI By: Name: Title: Date: Approved as to legal form; By: oe--‘4"r Lisa Aguilar, Ass' nt City Attorney for the City Attorney fi/oi7 RHODES URBAN Date: 20/T 14.0.Mas.M._. 7.R.w..V748M4.1. 1888.41..41 L. N. Lyy4 w_fnWrrlf+wW41 d n, ml. - a R.. wM - 0 r Q Cf sa r E x 1 VA O umi a `""■■ , ■ ■■ m l l 1 I �' 11 F 5€9 �q x: d tit a zE d x d x 9"x x' x m p �x�'e�� o hs�-111 t 411111 !�xl p•ai ° �1PJJM l�;da■tI lapels a't1 r it I o i91 b 411" i s1 s a a x 1 q t1W;111'31" i Ea�le e 4110111 H � � G `� I x s- Ia�g °f P �Ss��IA"°s 010.11 �i "+ � A I x x y 'Ili R j x iia : /11111,11111110 a� l� I ■� 4 ; 2 R �a � E i� 1'�1 ;1 7 11 gill . a1 ,,: is Q 1741 9 ° q I a 0 �"{ a 111:111111111111111; 11 ' a alxii 4t 4 x a ✓0 + 1:1111103111;1 s " P 11 as t ill F Fill! 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Ili- Illql tiiallot 4;II!!! illii; iii 11,1111! i : i4q,1111 I" a_ _ !I. i -r-# 1 iia.9i°4si A411 :i; i d—1.,ili;r ls a I 'gl a$ l A!aa aIgg Ti: 1 aa 1 1 1 x a 1.i 4 Pg 51igii 1:1xi•■pt :,ii." i 1 illi i,;a '6§ll ga Iaiiq■i x lt?il • j1 " a° , ! i SR$a IL: 4 1;!poi xR iA E 1 li!1 a li1!1 9NLLLIwaaa uO,4 aanssi e" .. qs slls se s x CltA art itiR I Cc - If; E1ggEtIAlgg xI11d!!!!;11141°�1 11111111#13 ;a 14 �/ Ias _.. q1;11111 ar II 11 a ° 14 1 it aaaall ;Ite1t I � �E � 11e4/41 ! 401 1141 !IN 1$11111x11 ! "11 1111 a 1;i111181 1 ' � 1X11 ' 1111E111: 42 d `!Oil!! 2 P :it ° ies'x3 3! 11 3. iso xit a �i a�E axa• .x _ 1 11 z =s.._._... GE TABLE A REINFORCEMENT TENSION LAPS AND EMBEDMENT qga-a"5Smt 42! 133a=31,2mI - ? i ._ i :: 1 L Fgd 3 y 1 32133313144 salaarte4III 53aeeretvE. it,. 3::: v2:3.2 ?s -ii:: vme$1 til 01-4 E;p; crs 3i;2;, ,a.113 332 1461M 4HIlII Bpoir ?MI; ilt*%301: A a 111 a � liE 1111;1 Milli ski 11111 111111111 $;IT)11111111; k 4 $ 11 11 1tsit URBAN VISIONS LA RETAMA PARK SCULPTURE 500 NORTH MESQUITE, CORPUS CHRISTI, TEXAS, 71401 STRUCTURAL NOTES 1 mug._ 44 234444 1444 41• 4;3 4 1ij**3* }g92 41141141 1 t10°q4 111111 4,1 11 111111 ill! 141111 4!s s t I I ME 441844.1 11.11701418•811 COM 488.-81•8•74804. 18884•4.....r.4w REVISIONS SNOLLYIA3EIB9tl 8.0 084 ..R • • •• 44817.11.1884411.• =M�dNMrMw Ymr.Ugitl 1s Mw M Y..• 0.. 61. 2.1 - •1M MMS ONI.U.Riltiad tlOa a nssi URBAN VISIONS LA RETAMA PARK SCULPTURE 500 NORTH MESQUITE, CORPUS CHRISTI, TEXAS, 78401 ELEVATIONS SECTIONS, & DETAILS k! ME MOCZ [.I41M iaa v...Yn.c.uw....re 4.4 O. R[V:510NS 10. NV MP Mi. • ®Ys 0, ,Wq1 1 Mut I. NOR. al 'My YA1 7 EXHIBIT 2 Location for La Retama Park Public Art Donation Sculpture location: site location is at the comer of Peoples Street and N. Mesquite Street, indicated in yellow on the map of La Retama Park below. 8 EXHIBIT 3 INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Director of Parks and Recreation Department 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, 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 $500,000 Per Occurrence AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented :• Leased $500,000 Combined Single Limit WORT ERS'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:'$500,0001$500,000 INSTALLATION FLOATER g Coverage shall be in the amount of the appraised value of Artwork. Coverage shall cover transportation of Artwork From point of origin thru installation and acceptance of City of Corpus Christi, Parks and Recreation Director. C. In the event of accidents of any kind related to this contract, 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, 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at 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. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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. 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; 10 • 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, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend 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 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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. I-1. It is agreed that 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. EXHIBIT 2 Public Art Donation for La Retama Park Sculpture location: Site locatios at the corner of Peoples Street and N. Mesquite Street are indicated in yellow on the map of La Retama Park below. Schatzel Street 1 COMMUNITY COLUMN A 2.5 x 2.5 x 10 foot welded aluminu_m sculpture. Designed by jack Gron and executed with cast aluminum tiles from a community art event. CAST ALUMINUM DOVE 1.5" Aluminum Square Tubing I' COMMUNITY COLUMN 6061 Aluminum Alloy on all with joints fully welded 1/4" x 3" Aluminum / Flat Bar 3 x 3 x 1/4" Aluminum Angle (three verticals) Aluminum Angle (for bottom bracket) by Jack Gron for questions: 361.774.9851 jack.gron@tamucc.edu 1/4" Aluminum Plate Aluminum Plate 24"x21" 1/4" Aluminum Plate Aluminum Tiles applied at 10 rows of 4 across (3 sides = 120 Tiles welded to each other and to horizontal aluminum flat bars 1/4" x 3" Aluminum Flat Bar Tubing pport 1.5" Aluminum Square for su (2 places) 3x3x1/4" Aluminum Angle (three verticals) EI 1" holes (for bolt to concrete pad) TOP VIEW ALUMINUM WELDED BOTTOM BRACKET , I' Threaded hole 3/4" Stainless —AlIThread CD—Bronze Bushing Aluminum Tube and and Support Plate cD—Bronze Bushing Stainless Steel—gp Washer AGENDA MEMORANDUM Future Item for the City Council Meeting of March 21, 2017 Action Item for the City Council Meeting of March 28, 2017 DATE: March 21, 2017 TO: Margie C. Rose, City Manager FROM: E. Jay Ellington, Director of Parks and Recreation Department JayEll(c�cctexas.com (361) 826-3464 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2 c(�cctexas.com (361) 826-3169 Food Program Purchase CAPTION: Resolution authorizing the City Manager to execute all documents necessary to purchase up to $191,360.00 in food supplies for the City Senior Center Meals Program through the Coastal Bend Council of Governments (CBCOG) participation in the TEXAS 20 Purchasing Cooperative as organized and administered by the Education Service Center, Region 20; and ratifying the purchase of food supplies for the said program in January - February 2017 through the CBCOG participation in the TEXAS 20 Purchasing Cooperative in the amount of $46,898.11 from Labatt Food Services and $9,352.13 from Hill Country Dairies. PURPOSE: Allowing the use of the CBCOG's Agreement with Texas 20 a Purchasing Cooperative that is under Region 20 of the Education Service Center gives staff maximum reach for products and services that are needed to keep various programs and services supported across the City, including but not limited to providing food for the seniors and the Senior Centers and for the summer youth programs. BACKGROUND AND FINDINGS: Currently the Food Services are being provided through an Agreement with the Coastal Bend Council of Governments through use of their Inter -Local Agreement with the Texas 20 Cooperative. Staff are utilizing this agreement to provide food and realized that the amount of food being provided under various programs was reaching a level requiring Council approval; staff needs to continue to provide these services and requests the continued use of this agreement with CBCOG to do so. Texas 20 has identified two vendors that are currently meeting the needs of the Senior Centers, Labatt Food Service provides the majority of the foods at an estimated six month expenditure of $155,742.00 and Hill Country Dairies provides the milk products at an estimated six month expenditure of $35,618.00 for a total estimated six month expenditure of $191,360.00. Texas 20 will rebid this Service periodically and therefore staff cannot determine which companies will have the bids for the following program term, but is requesting to continue this arrangement with Texas 20 at an expenditure not to exceed $191,360.00 for 2017 fiscal year and contract with the companies that are selected to provide the food for the following year. ALTERNATIVES: Providing Food Services is challenging as a number of local suppliers do not accept Purchase Orders and do not offer the discounts that can be obtained through these types of Purchasing Cooperatives, therefore staff considers use of the Cooperatives as the best option for the City. OTHER CONSIDERATIONS: No other product available. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement as allowed by Texas Government Code Article 791.011 Inter -Local Cooperation Act as amended. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Parks and Recreation FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $392,000.00 $0.00 $392,000.00 Encumbered / Expended Amount $115,104.00 $115,104.00 This item $191,360.00 $0.00 $191,360.00 BALANCE $85,536.00 $0.00 $85,536.00 Fund(s): Park Grants Fund 1067 Comments: The $191,360.00 financial impact shown above represents six months of expenditures that will be encumbered through the end of this fiscal year. Funding for this item is through a grant provided by Area Agency on Aging of the Costal Bend for the Elderly Nutrition Program and grants from the Texas Department of Agriculture for the Summer Food Service Program, and Texan's Feeding Texans program appropriated under Ordinance 030818 approved April 16, 2016. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing the City Manager to execute all documents necessary to purchase up to $191,360 in food supplies for the City Senior Center Meals Program through the Coastal Bend Council of Governments ("CBCOG") participation in the TEXAS 20 Purchasing Cooperative as organized and administered by the Education Service Center, Region 20; and ratifying the purchase of food supplies for said program in January - February 2017 through the CBCOG participation in the TEXAS 20 Purchasing Cooperative in amount of $46,898.11 from Labatt Food Services and $9,352.13 from Hill Country Dairies Whereas, Texas Local Government Code Section 271.102 (a) provides that a local government may participate in a cooperative purchasing program with another local government of this state or another state or with a local cooperative organization of this state of another state and Whereas, Texas Local Government Code 271.102 (c) provides that a local government that purchases goods or services under this subchapter satisfies any state law requiring the local government to seek competitive bids for the purchase of the goods or services; Whereas, Texas Government Code Chapter 791 Section 791.011 authorizes local governments to contract with another local government to perform governmental functions and services including purchasing in accordance with Chapter 791; Whereas, the Coastal Bend Council of Governments has entered into agreements for participation in the TEXAS 20 Purchasing Cooperative on behalf of seven Coastal Bend elderly nutrition program providers to allow for substantial savings for local nutrition programs to be realized by volume purchasing of specific commodity items; Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Manager, or designee, is authorized to execute all documents necessary under Texas Local Government Code Chapter 271 Subchapter F and Texas Government Code Chapter 791 to purchase up to $191,360 in food supplies for the City Senior Center Meals Program through the Coastal Bend Council of Governments participation in the Texas 20 Purchasing Cooperative as organized and administered by the Education Service Center, Region 20. SECTION 2. That the purchase of food supplies in January -February 2017 through the CBCOG participation in the TEXAS 20 Purchasing Cooperative in amount of $46,898.11 from Labatt Food Services and $9,352.13 from Hill Country Dairies for the City Senior Center Meals Program is hereby ratified. SECTION 3. This Resolution shall take effect and be in full force immediately after its adoption by the City Council. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Mayor Rudy Garza Paulette Guajardo Michael Hunter Joe McComb Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn AGENDA MEMORANDUM Future Item for the City Council Meeting of March 21, 2017 Action Item for the City Council Meeting of March 28, 2017 DATE: March 21, 2017 TO: Margie C. Rose, City Manager FROM: E. Jay Ellington, Director of Parks and Recreation Department JayEll(c�cctexas.com (361) 826-3464 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2(c�cctexas.com (361) 826-3169 Rental and Servicing of Portable Toilets for Beach Operations CAPTION: Motion authorizing City Manager, or designee, to execute a service agreement with Progressive Waste Solutions of TX, Inc., dba Skid -o -Kan, of Corpus Christi, Texas for rental and servicing of portable toilets for Beach Operations, in accordance with Request for Bid No. 816, based on the lowest, responsive, responsible bid for a total amount not to exceed $22,600, with an estimated expenditure of $11,300 in FY 2016-2017. The term of this contract will be for 12 months with options to extend for two additional 12 -month periods at the sole discretion of the City. PURPOSE: This service agreement will provide rental and servicing of portable toilets for Beach Operations. BACKGROUND AND FINDINGS: Rental and servicing of portable toilets will be performed for the City's beach. These units are located throughout the beach areas that do not have appropriate alternative restroom facilities. In January of 2017, the Purchasing Division conducted a competitive Request for Bid process to obtain bids for a new contract. The City received one responsive, responsible bid out of 62 notifications issued, and is recommending the award to the lowest, responsive, responsible bidder, Progressive Waste Solutions of TX, Inc., dba Skid -o -Kan. 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: Park and Recreation - Beach Operations FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $49,000.00 $11,300.00 $60,300.00 Encumbered / Expended Amount $4,460.98 $0.00 $4,460.98 This item $11,300.00 $11,300.00 $22,600.00 BALANCE $33,239.02 $0.00 $33,239.02 Fund(s): General Fund Comments: The initial contract term is a total amount not to exceed $22,600, with an estimated expenditure of $11,300 is funded in FY2016-2017. The remaining balance of $11,300 will be requested in future year's budget. The total contract value will be $67,800.00 if all option years are executed. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation SERVICE AGREEMENT NO. 816 Rental and Servicing of Portable Toilets for Beach Operations THIS Rental and Servicing of Portable Toilets for Beach Operations Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Progressive Waste Solutions of TX, Inc., dba Skid -o -Kan ("Contractor'), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Rental and Servicing of Portable Toilets for Beach Operations in response to Request for Bid/Proposal No. 816 ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide Rental and Servicing of Portable Toilets for Beach Operations ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for 12 months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. This Agreement includes an option to extend the term for up to two additional 12 -month periods ("Option Period"), provided, the parties do so prior to expiration of the original term or the then -current Option Period. The decision to exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Contractor and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $22,600.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 1 of 8 Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 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. The City's Contract Administrator for this Agreement is as follows: Russell Armstrong Park and Recreation -Beach Operations Phone: 361-826-4168 Email: RussellA@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 2 of 8 Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re -worked immediately at no charge to the City. If immediate correction or re -working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 3 of 8 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid or proposal, as applicable. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Russell Armstrong Title: Beach and Special Event Superintendent Address: 1201 Leopard St., Corpus Christi, Texas 78401 Fax: 361-826-4168 IF TO CONTRACTOR: Progressive Waste Solutions of TX, Inc. dba Skid -o -Kan Attn: William Puryear Title: Office Manager/Accts Payable Address: 622 McBride Ln., Corpus Christi, Texas 78408 Fax: 361-882-5351 City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 4 of 8 17. CONTRACTOR AGREES TO 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 WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 5 of 8 (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement and its attachments B. the bid solicitation document, including addenda (Exhibit 1) C. the Contractor's bid response (Exhibit 2) 22. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 23. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 24. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 6 of 8 all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 7 of 8 CONTRACTOR Signature: Printed Name: (�e1? f��yea✓- .3r Title: ()Ft--; zP /✓IANC f er r Date: Z-2- - Z / % CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached. and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance/Bond Requirements Attachment D:. Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. 816 Exhibit 2: Contractor's Bid/Proposal Response City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 8 of 8 Attachment A: Scope of Work 1. General Requirements The City of Corpus Christi is seeking an annual service contract for the rental, delivery, cleaning, maintenance, and services of chemical portable toilets, both regular units and ADA wheelchair accessible. The chemical portable toilets will be rented on a monthly, weekly, or daily basis including holidays, weekends, and special events around the City. 2. Scope of work A. Contractor shall comply with all sanitary conditions set forth in the City Codes and Ordinances as administered by the City -County Health Department. B. Contractor shall comply with all applicable certifications and licensing for operating equipment appropriate for the rental, delivery, cleaning, maintenance and service of units and provide them with the bid. C. Contractor shall provide all equipment and supplies required to place, pickup, clean, service, repair and/or relocate units. D. Contractor shall provide portable chemical toilet units fabricated from fiberglass, PVC plastic, or polyethylene. Each unit shall bear its own identification system of numbers, letters, or combination. E. Contractor shall provide and maintain a written Service Log affixed to the inside of each portable unit. The service log shall lists the date(s) of each maintenance service visit and initials of the individual(s) whom performed the service. F. Contractor shall provide units with doors that are self-closing, tight fitting, and shall have an inside lock. The exterior of the door shall include an occupancy meter to indicate when unit is occupied and unoccupied. G. Contractor shall remove all tank waste, clean and disinfect the inside, including but not limited to, the waste tank, walls, door, toilet seat, and floor, at no additional cost to City. H. Contractor shall properly dispose of all waste products removed from the portable toilets during the servicing and sanitizing. I. Contractor shall remove damaged or non-functional rental unit when found, either during cleaning procedure, or within 24 hours after notification from the Contract Administrator of the using department. 3. Special Instructions In -Season Months A. The Contractor will supply Beach Operations with ten regular portable toilet units and ten ADA portable toilet units. In -Season Months are April through October. B. Contractor shall service and sanitize all units three times a week during the in -season months. Service days will be Tuesday, Friday, and Sunday. Off -Season Months A. The Contractor will supply Beach Operations with ten ADA portable toilet units. Off-season months are November through February. B. Contractor shall service and sanitize all units three times a week during the off-season months. Service days will be Tuesday, Friday, and Sunday. Spring Break/Holidays A. Contractor shall service and sanitize all units six times a week in the month of March. B. Contractor will be notified of extra services during spring break and holidays by Beach Operations. C. In the event of short term rentals of a week or less, the Contractor shall provide more frequent servicing and sanitation as required by Beach Operations. D. Contractor shall provide extra ADA units and emergency services within 12 hours after vendor receives request. E. Contractor shall move units from place to place on various job sites as requested by the Contract Administrator. Units are to be moved within 12 hours after Contractor receives request. 4. Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. Attachment B: Bid/Pricing Schedule 6o.us c� III CITY OF CORPUS CHRISTI a v �!� 4 BID FORM PURCHASING DIVISION RFB No. 816 COf PO RAlt� 1852 Rental and Servicing of Portable Toilets for Date: 02/06/2017 Beach Operations Progressive Waste Solutions of TX, Authorized Bidder: Inc. dba,, Skid -o -Kan Signature: �-� 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices; b. Bidder is an Equal Opportunity Employer; and the Disclosure of Interest information on file with City's purchasing office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all required governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. Scheduled Item Description Unit QTY Unit Price Total Months Extended Cost Standard Portable Toilets 1 Rental and Services three times per week EA 10 x $ 80.00 = $ 800.00 x 7 = $ 5,600.00 2 Rental and Services six times per week EA 10 x $ 150.00 = $1,500.00 x 1 = $ 1,500.00 ADA Portable Toilets 3 Rental and Services three times per week EA 10 x $ 105.00 = $1,050.00 x 11 = $ 11,550.00 4 Rental and Services six times per week EA 10 x $175.00 = $1,750.00 x 1 = $ 1,750.00 Non -Scheduled Item Description Unit QTY Unit Price Total Daily Extended Cost 5 ADA Portable Toilets Rental and Service EA 40 x $ 35.00 - 11,400.00 x 1 4Q - $1,400.00 $54,8Qa.QQ 6 ADA Portable Toilets Service EA 40 x $20.00 - 1800.00 x - $800.00 $32 TQQa:QQ *Items 5 and 6 Daily number is 1 and not 40 as released in RFB. No. Total $22,600.00 816. The totals above are the totals that will be awarded under the contract. ATTACHMENT C - INSURANCE REQUIREMENTS A. CONTRACTOR'S LIABILITY INSURANCE 1. Contractor must not commence work under this contract until all insurance required has been obtained_and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. 2. Contractor must furnish to the City's Risk Manager and Contract Administrator 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 endorsement is required on GL, AL and WC if applicable. 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'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 3. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. B. ADDITIONAL REQUIREMENTS 1. Applicable for paid employees, 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. 2. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at 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. 3. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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 4. 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. 5. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend 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. 6. In addition to any other remedies the City may have upon 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 Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. 7. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. 8. It is agreed that 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. 9. 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 Purchasing Portable Toilet Rental and Service 12/16/2016 cg Risk Management Attachment D: Warranty Requirements No warranty requirement needed for the Service Agreement. 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: 2017-176412 Date Filed: 03/08/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Progressive Waste Solutions of Texas Inc. dba Skidokan 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 Beach Operations 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 services, goods, or other property to be provided under the contract. Event: 201- RFB 816 Portable toilets 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 ri r„'n" I swear, or affirm, under"Inalty of perjury, that the above disclosure is true and correct. s SAY pU.Q'i•• ll•F.,+�"Y rte' : " *- My Notal, . ,' - :p -1,24•o k;i,- ExpiresSeptua,:.; 2:, 4, :' S' nature of authorized agent of contracting business entity ,,...., .. , AFFIX NOTARY STAMP / SEAL ABOVE '' '' \\ Sworn to and subscribed before me, by the said W kL L RA QN EWc(_ , this the day of J' ac V1 , 20 `--1 , to certify which, witness my hand and seal of office. 4-0 Signat e f officeadministering oath Printed name of offiLer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 AGENDA MEMORANDUM Future item for the City Council Meeting of March 21, 2017 Action item for the City Council Meeting of March 28, 2017 DATE: March 10, 2017 TO: Margie C. Rose, City Manager THRU: Mark Van Vleck, 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 CAPTION: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Jay Ellington, Director Parks & Recreation jayell@cctexas.com (361) 826-3476 Construction Contract Ocean Drive Park Improvements — Cole Park Bond Issue 2012 Proposition 4 Motion authorizing the City Manager, or designee, to execute a construction contract with JE Construction Services of Corpus Christi, Texas in the amount of $725,120 for the Ocean Drive Park Improvements — Cole Park for the base bid and additive alternates 1, 2 and 3 (Bond 2012, Proposition 4). PURPOSE: The purpose of this Agenda Item is to obtain authority to execute a construction contract with the lowest responsible bidder, JE Construction Services of Corpus Christi, Texas for the Ocean Drive Park Improvements — Cole Park. BACKGROUND AND FINDINGS: This project is part of Bond 2012 Proposition 4 — Ocean Drive Parks Repairs and Improvements. Bond 2012 Brochure Language: "The scope of this project includes improvements and repairs to Swantner and Cole Park. Improvements to Swantner Park include installation of an automatic irrigation system and repairs to sea wall. Improvements to Cole Park include completion of shoreline stabilization from Bond 2008 and other general improvements." PROJECT SCOPE: This project includes the removal and replacement for approximately 610 LF of the existing shoreline protection system at Cole Park. The existing stone and concrete debris system is in poor condition allowing severe erosion that is undermining the shoreline structures and infrastructure. The project was developed with a base bid and three additive alternatives as follows: Base Bid: Provides for the removal and replacement of approximately 610 LF for the existing shoreline protection system with new stacked stone, geotextile, stabilized sand and miscellaneous improvements. The stacked stones were specifically sized to best dissipate wave energy. Additive Alternative No. 1, 2 and 3: Each additive alternative extends the improvements of the base bid approximately 100 LF, pending the availability of funds. On February 1, 2017, the City received proposals from seven (7) bidders and the bids are as follows: Contractor Base Bid Add Alt 1 Add Alt 2 Add Alt 3 Total JE Construction Services Corpus Christi, TX $467,067.00 $88,378.00 $89,769.00 $79,906.00 $725,120.00 Garrett Construction Company Ingleside, TX 569,488.00 86,330.00 80,450.00 75,655.00 811,923.00 Safenet Services, LLC. Corpus Christi, TX 586,605.15 73,556.00 73,556.00 67,038.00 800,755.15 Lester Contracting, Inc. Port Lavaca, TX 603,600.00 88,100.00 88,100.00 88,100.00 867,900.00 Epic Energy Services, LLC. Sinton, TX 624,540.20 84,982.00 84,982.00 84,982.00 879,486.20 Apollo Environmental Strategies, Inc. Beaumont, TX 687,050.00 104,840.00 97,840.00 96,340.00 986,070.00 DM B Construction Corpus Christi, TX 848,750.50 126,438.00 126,438.00 126,438.00 1,228,064.50 Engineer's Estimate $610,000 $93,000 $90,000 $78,000 $871,000 ALTERNATIVES: 1. Authorize execution of the construction contract. (Recommended) 2. Do not authorize execution of the construction contract. (Not Recommended) OTHER CONSIDERATIONS: This project was approved November 6, 2012 in the Bond Issue 2012 Package under Proposition No. 4 — Parks and Recreation Improvements. HDR Engineering, Inc. was selected for this project as a result of RFQ No. 2012-03 Bond Issue 2012 and CIP Projects, dated August 31, 2012. CONFORMITY TO CITY POLICY: Complies with statutory requirements for construction contracts; §2, Article 10 of the City Charter regarding contracts; Conforms to FY 2016-2017 Capital Improvement Planning (CIP) Budget. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Parks and Recreation FINANCIAL IMPACT: ❑ Operatin ❑ Revenue Capital ❑ Not applicable Fiscal Year 2016-2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Budget $1,100,000 $1,100,000 Encumbered / Expended Amount 131,500 131,500 This item 725,120 725,120 Future Anticipated Expenditures This Project 152,307 152,307 BALANCE $91,073 $91,073 Fund(s): Parks and Recreation Bond Issue 2012 COMMENTS: Ocean Drive Park Improvements - Swantner Park was awarded by City Council on September 20, 2016 and is currently under construction. RECOMMENDATION: City staff recommends that a construction contract be awarded to JE Construction Services of Corpus Christi, Texas in the amount of $725,120 for the Ocean Drive Park Improvements — Cole Park for the base bid and additive alternates 1, 2 and 3. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Letter of Recommendation Form 1295 PROJECT BUDGET ESTIMATE Ocean Drive Park Improvements Cole Park BOND 2012, Proposition 4 FUNDS AVAILABLE: Parks and Recreation Bond 2012 CIP $1,100,000 TOTAL $1,100,000 FUNDS REQUIRED: Construction & Contingency Fees. 797,632 Construction (JE Construction Services) THIS ITEM 725,120 Contingency (10%) 72,512 Design Fees: Design - Cole Park 131,500 Preliminary Design (HDR Engineering, Inc.) 11,500 Engineering Design (HDR Engineering, Inc.) 120,000 Construction Testing and Inspection Fees. 37,795 Construction Materials Testing (Estimate) 9,795 Construction Inspection (Estimate) 28,000 Reimbursements: Total Reimbursements 42,000 Contract Administration (Engineering Svcs Admin/Capital Budget/Finance) 15,000 Engineering Services (Project Mgt/Constr Mgt) 26,000 Misc. (Printing, Advertising, etc.) 1,000 TOTAL $1,008,927 ESTIMATED PROJECT BUDGET BALANCE $91,073 IH -37 St Ord t 1'Drgan Ave 1U } edo St 51 0 tom SI V Crweman Ave Buford t tripa.-th St 4. t 'r c L. Corpus Christi ID` cia enyPauEl N }S ent eDuel 5. ] engeoug.mo s PROJECT LOCATION Cole Park Del Mer College Zi Si 4. "i- P P L ▪ fir. r � 4 i LOCATION MAP NOT TO SCALE O P. Perk Project Number: E14050 Ocean Drive Park Improvements (Cole Park) CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Corpus Chr sti Engineering Ocean Drive Park Improvements - Cole Park Bond 2012 Council Presentation March 21, 2017 Location Map IH -37 m ( z Morgan Ave 5 h 14447 ZS enyen lane ao St St g Agnes i0 ,.,an St :lemon Ave .// ord St Ocean Drive Park Improvements a a C II( F.�yObh C6 ss ,p .9.4 y S % 1' N C>C 4 Corpus Cher ti Engineering Vicinity Map Corpus Chrsti Engineering Project Scope Corpus chrsti Engineering Additive Alternate Shoreline Protection Reconstruction 2008 Shoreline Protection Reconstruction Base Bid: Shoreline Protection Reconstruction This project includes: • 610 Linear Feet of shoreline protection reconstruction using stacked stone • Three (3) Additive Alternates with an additional 100 linear feet of reconstructed stacked stone shoreline protection each Typical Section - Shoreline Protection Reconstruction Corpus Chr (1‘11140 Corpus Bay Side Existing Concrete Bulkhead New Stone New Cement Stabilized Sand New Geotextile Filter Fabric Land Side Existing Sidewal /i\/i\/\/ VVVVVVVVVV Approximate Existing Ground Project Schedule Corpus Chrsti Engineering 2016 2017 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Design Jan Fe b Mar Apr Bid / Award May Jun Jul Aug Construction Project Estimate: 120 Calendar Days 4 Months February 13, 2017 10028877 Mr. J. H. Edmonds, P.E. Director of Engineering Services City of Corpus Christi PO Box 9277 Corpus Christi, Texas 78469-9277 RE: OCEAN DRIVE PARK IMPROVEMENTS — COLE PARK (PROJECT NO. E14050) Dear Mr. Edmonds: HDR Engineering has reviewed and tabulated the bids for the above referenced project. There were seven bidders for the project (reference Attachment 2, Bid Tabulation). The bidders in ascending order when considering base bid amounts were JE Construction Services, Garrett Construction Company, Safenet Services, LLC, Lester Contracting, Inc., Epic Energy Services, LLC, Apollo Environmental Strategies, Inc., and DMB Construction. All discrepancies found are shown in the Bid Tabulation (Attachment 2,). The total base bid of JE Construction Services is $467,067.00, and they were the apparent low bidder. HDR's opinion of probable construction cost (OPCC) was based on recent projects of similar scope in the area and contained a 20% contingency. HDR's OPCC was $623,000. Attachment 1 to this letter provides an analysis of the total base bid from JE Construction Services to the other bidders and HDR's OPCC. JE Construction Services is a local company and has worked on local projects for the City of Corpus Christi and other clients. Their field personnel have the requisite experience and performed similar type work on previous City contracts. HDR recommends that the contract be awarded to JE Construction Services for the total Base Bid amount plus any or all of the Additive Alternate Items (1 through 3) provided that funds are available. hdrinc.com 555 N. Carancahua, Suite 1600, Corpus Christi, TX 78401-0849 (361) 696-3300 Mr. J. H. Edmonds, P.E. February 13, 2017 Page 2 of 2 If you have any questions, please contact my office (361) 696-3352. Sincerely, HDR Engineering, Inc. c' Cameron Perry, P.E Coastal Practice Lead cc: Shane Torno, P.E. Attachments: 1. Analysis of Bids 2. Bid Tabulation 3. Contractor Submittal — JE Construction Services 4. Contractor Submittal — Garrett Construction Company 5. Contractor Submittal — Safenet Services, LLC 6. Contractor Submittal — Lester Contracting, Inc. 7. Contractor Submittal — Epic Energy Services, LLC 8. Contractor Submittal — Apollo Environmental Strategies, Inc. 9. Contractor Submittal — DMB Construction 555 N. Carancahua, Suite 1600, Corpus Christi, TX 78401-0849 (361) 696-3300 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 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. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-170594 Date Filed: 02/2312017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. JE Construction Services, LLC. 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 — Engineering Services 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 services, goods, or other property to be provided under the contract. E14050 Concrete Bulkhead 4 Name of Interested Party City, State, Country (place of business) Nature of interest . (check applicable) Controlling 1 Intermediary 5 Check If there Is NO Interested Party. only X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct . ` •�si'-I KAREN JUST Notry Public, Stole of Texas e4fte:1 ' f Octobers30, 2016e5 Signature of authorized agent of contractingusing AFFIX NOTARY STAMP / SEAL ABOVE INNr Swom to and subscribed before me, by the said,[ (Yr , this the ,j1�, day of ! -d 20 !] , to certify which, witness my hand and seal of office. _ _ i I A / /tel _Y-ovre...ylc Signature of s c administering oath Printed name of officer administering oath Title of officer administ . g oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1,0.277 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 21, 2017 Action Item for the City Council Meeting of March 28, 2017 DATE: March 1, 2017 TO: Margie C. Rose, City Manager THRU: Mark Van Vleck, 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: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 CAPTION: Construction Contract South Alameda Street from Ayers Street to Louisiana Avenue Bond 2012 Proposition 1 Motion authorizing the City Manager, or designee, to execute a construction contract with CPC Interests, LLC Dba Clark Pipeline Services of Corpus Christi, Texas in the amount of $4,996,832.79 for South Alameda Street from Ayers Street to Louisiana Avenue for Base Bid 2. (Bond 2012 Proposition 1) PURPOSE: The purpose of this Agenda Item is to obtain authority to execute a construction contract for the South Alameda Street from Ayers Street to Louisiana Avenue Project. BACKGROUND AND FINDINGS: Bond 2012 Brochure description: "South Alameda Street from Ayers Street to Louisiana Avenue — This project includes full -depth repair of the existing roadway section, which varies between a four lane A-2 Arterial roadway which has four travel lanes and dividing median (in the Six Points Area) and an A- 1 section (four travel lanes and continuous center left turn lane) for the remaining portion to conform to the A-1 Arterial designation on the current UTMP. Other street improvements include sidewalks, ADA ramps, curb and gutters, bus stop rehabilitation and pavement markings and bike lanes. Future bikeway requirements will require evaluation at the time of roadway design and shall conform to the adopted Bikeway Plan of the UTMP/ICSP (Urban Transportation Map Plan/Integrated Community Sustainability Plan)." Project Scope: The South Alameda project includes full -depth reconstruction of the existing 4 -lane street from Ayers to Louisiana. Improvements include concrete bus stop, curb & gutter, sidewalks, ADA ramps, cycle tracks and pavement markings. Utility improvements include storm water, wastewater, water and gas (by City crews). The project includes a reduced roadway section of 3 -lanes for approximately five blocks from Cole Street to Louisiana Avenue. The remaining blocks near the 6 -points intersection from Ayers to just past Clifford will remain 4 -lane road configuration with on -street parking, raised median center and lighting. The reduced 3 -lane roadway configuration is recommended due to traffic counts and to accommodate bike facilities. The 3 -lane configuration was presented at a public meeting and at TAC (Transportation and Advisory Commission) in November 2015. The configuration was approved by TAC and received overwhelming support from the public. This project was developed with 2 base bids and bid on February 8, 2017. The City received proposals from three (3) bidders and the bids are as follows: Contractor Base Bid 1 CONCRETE Base Bid 2 ASPHALT CPC Interests, LLC dba Clark Pipeline Services Corpus Christi, Texas No Bid $4,996,832.79 Haas -Anderson Construction, Ltd. Corpus Christi, Texas $7,334,976.20 $6,510,183.50 Berry Contracting, LP dba Bay, Ltd. Corpus Christi, Texas $6,309,446.50 $5,780,534.45 Engineer's Opinion of Probable Cost $5,567,063.51 $5,107,949.81 ALTERNATIVES: 1. Authorize execution of a construction contract. (Recommended) 2. Do not authorize execution of a construction contract. (Not Recommended) OTHER CONSIDERATIONS: HDR Engineering, Inc. is the design engineer that was selected for this project under RFQ 2012-03. CONFORMITY TO CITY POLICY: Complies with statutory requirements for construction contracts. Conforms to FY 2016-2017 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 2016-2017 Project to Date Budget and Expenditures Current Year Future Years TOTALS Budget $681,400.00 $5,818,381.00 $6,499,781.00 Encumbered / Expended Amount 681,400.00 0.00 681,400.00 This item 4,996,832.79 4,996,832.79 Future Anticipated Expenditures This Project 814,095.28 814,095.28 BALANCE $0 $7,452.93 $7,452.93 Fund(s): Comments: N/A RECOMMENDATION: City staff and HDR Engineering, Inc. recommend the construction contract be awarded to CPC Interests, LLC dba Clark Pipeline Services in the amount of $4,996,832.79 for South Alameda Street from Ayers Street to Louisiana Avenue for Base Bid 2. (Bond 2012 Proposition 1) LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Form 1295 Letter of Recommendation Informal Staff Report 2-2-17 PROJECT BUDGET ESTIMATE South Alameda Street Ayers to Louisiana BOND 2012 Proposition 1 PROJECT FUNDS AVAILABLE: Street BOND 2012 Proposition 1 3,048,500 Storm Water CIP 1,630,000 Wastewater CIP 892,981 Water CIP 839,300 Gas CIP 89,000 TOTAL FUNDS AVAILABLE 6,499,781 FUNDS REQUIRED: Construction Fees: Construction (Clark Pipeline) THIS ITEM 4,996,833 Streets 2,065,453 Utilities 2,931,379 Storm Water 1,382,024 Water 772,677 Wastewater 775,030 Gas 1,649 Contingency (10%) 499,683 Construction Inspection and Testing Fees' 212,981 Construction Inspection 165,710 Construction Phase - Materials Testing Services 47,271 Design and Geotechnical Fees 601,057 Engineering Design (HDR) Original and Amendment No. 1 588,557 Streets 303,310 Utilities 285,247 Storm Water 163,303 Water 40,807 Wastewater 70,808 Gas 10,329 Geo Technical Testing 12,500 Reimbursement Fees and Miscellaneous' 181,774 Contract Administration (Eng. Svcs Admin/Finance/Capital Budget) 60,258 Engineering Services (Project Mgt/Constr Mgt) 120,516 Misc. (Printing, Advertising, etc.) 1,000 TOTAL 6,492,328 ESTIMATED PROJECT BUDGET BALANCE 7,453 54 26A 22 I Phle LetlIMIAeN .5113 IH -37 Texas Slate Aq uarium IJ Jur Corpus Christi N PROJECT LOCATION 0-.94a rr LOCATION MAP NOT TO SCALE ucd Oce 0/24 Ward isiani Project Number: E12091 South Alameda Street Ayers St to Louisiana Ave Bond 2012 Prop 1 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES February 27, 2017 10018654 Mr. J. H. Edmonds, P.E. Director of Engineering Services City of Corpus Christi PO Box 9277 Corpus Christi, Texas 78469-9277 Reference: S. ALAMEDA STREET FROM AYERS STREET TO LOUISIANA BOND 2012, PROJECT NO. E12091 Dear Mr. Edmonds: HDR Engineering has reviewed and tabulated the bids for the referenced project. There were three bidders for the project; Clark Pipeline Services, Haas -Anderson Construction, Ltd, and Bay Ltd. Clark Pipeline Services was the apparent low bidder, with the following bids: • Base Bid 1 (Rigid Pavement) = NO BID • Base Bid 2 (Flexible Pavement) = $4,996,832.79 As stated above, Clark Pipeline Services did not submit a bid for Base Bid 1, which was not a requirement to bid on the subject project, and the low bid was for Flexible HMAC Pavement. CPC Interests, LLC Dba Clark Pipeline Services personnel have the requisite experience and performed similar type work on previous City contracts. They are familiar with the processes and procedures of this contract. HDR recommends that the contract be awarded to CPC Interests, LLC Dba Clark Pipeline Services, for Base Bid 2 — Flexible HMAC Pavement, in the total amount of $4,996,832.79 provided that funds are available. If you have any questions, please contact our office (361) 696-3300. Sincerely, HDR Engineering, Inc. hdrinc.com Anthony Oavlik, P.E. Project Manager CC: Chris Hale, P.E. Jerry Shoemaker, P.E. Attachments: 1. Contractor Submittal — CPC Interests, LLC Dba Clark Pipeline Services 555 N. Carancahua, Suite 1600, Corpus Christi, TX 78401-0849 (361) 696-3300 CERTIFICATE OF INTERESTED PARTIES 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. 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. CPC Interests LLC dba Clark Pipeline Services 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 FORM 1295 1 of 1 OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-171282 Date Filed: 02/24/2017 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 services, goods, or other property to be provided under the contract. E12091 SOUTH ALAMEDA STREET FROM AYERS STREET TO LOUISIANA AVENUE BOND 2012 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. 6 AFFIDAVIT DIANNA M SANCHEZ Notary Public, Slate of Texas My Commission Expires SEPTEMBER 29, 2019 AFFIX NOTARY STAMP / SEAL ABOVE I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. at ire of authorized agent of contrac i busines entity Sworn to and subscribed before me, by the said to r 1 s /ie ( t- t r iL , this the 7 20 i 17 to certify which, witness my hand and seal of office. Ila. 4/10/by l� i lI Yi Iia COO l-rr z ,rift Signature of officer administe g oath Printed name of officer administering oath day of.�J �li�Li bank_ o1ili[. ,e Title of officer administering oath =Dims provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 INFORMAL STAFF REPORT MEMORANDUM To: Margie C. Rose, City Manager Thru: Mark Van Vleck, P.E., Assistant City ManagerOa Valerie H. Gray, P.E., Executive Director Public Works From: Jeff Edmonds, P.E., Director of Engineering Services Date: February 2, 2017 Subject: CITY COUNCIL ACTION REQUEST (CCAR) — January 31, 2017 BIDDING STREET BOND PROJECTS WITH BOTH PORTLAND CEMENT CONCRETE (PCC) AND HOT -MIX -ASPHALT -CONCRETE (HMAC) ISSUE: During the January 31, 2017 City Council meeting, Mayor Pro Tempore Vaughn requested Staff to provide an informal report explaining past council directives relative to the selection of PCC or HMAC for street reconstruction projects. BACKGROUND & FINDINGS: BOND 2012 PROJECTS: In late 2014, there was recognition that the majority of the Bond 2012 projects were under budgeted. Various strategies were considered to address the funding shortfall. A council resolution (see ATTACHMENT 1) was approved on February 17, 2015 that provided specific guidance on project deferrals, bicycle accommodation and pavement design. The pavement design guidance indicated that certain Bond 2012 projects were to be bid HMAC, others PCC and most were to be bid both HMAC and PCC. BOND 2014 PROJECTS: In April 2013 Council approved a Bond 2014 Execution Strategy that involved funding and initiating the project design efforts in advance of the Bond referendum. In July 2013, Council approved a Reimbursement Resolution to fund design efforts and directed staff to begin procuring design services for the streets listed on Proposition One of the Council -approved project list. Those design contracts were approved by City Council in early 2014. Consultants were directed to take the design effort to an Engineering Letter Report (ELR) level (see ATTACHMENT 2) in order to provide a better budget basis for the Bond referendum. Included in the scope of work for the Bond 2014 ELR's was a pavement lifecycle cost analysis and recommendation. Determining the required pavement section is primarily based the Association of State Highway Transportation ©fcials (AASHTO) Guide for Design of Pavement Structures. The inputs include anticipated vehicle loads, the structural properties of the subbase soil, the desired reliability level and the desired service life. For the lifecycle cost analysis, equivalent pavement sections are developed for both HMAC and PCC using a 30 -year service life. The lifecycle analysis is conducted for a minimum of 30 years considering the cost for initial construction, anticpated maintenance and major repairs at the end of the design life. In some cases, there are other factors that may drive a recommendation for HMAC or PCC such as underground utilities, driveway access requirements and compatibility with existing adjacent pavement. After the Bond 2014 referendum passed in November 2014, the design engineers were released to complete the designs for the Proposition One projects. The original guidance in late 2014 was to base the roadway design on the ELR pavement recommendation for each of the projects. That guidance has not been modified. Amendments have been negotiated on many of the Bond 2014 projects. Those amemdments; however, only addressed the Bicycle Mobility Plan recommendations and Value Engineering on drainage systems. Staff is unaware of any formal council direction to negotiate contract amendments to redesign Bond 2014 projects for both PCC and HMAC pavement structures. RESIDENTIAL RECONSTRUCTION: On December 13, 2016 Council passed a Motion of Direction (see ATTACHMENT 3) that the residential reconstruction pilot projects should be designed as both HMAC and PCC pavement structures. That direction was clarified during the December 20, 2016 meeting to indicate that both designs were to be applied for full reconstruction projects and not situations where the existing pavement can be rehabilitated (see ATTACHMENT 4). SEPTEMBER 22, 2015 COUNCIL MEETING: During the January 13th 2017 City Council Retreat, the question was raised about a discussion that took place during the September 22, 2015 City Council meeting. There was a discussion of pavement design during the item awarding the construction contract for the Bond 2012 Proposition 1 Project - Williams Drive Phase 3 (see ATTACHMENT 5). During the discussion, a question was asked whether projects would continue to be bid both ways. There was perhaps a misunderstanding regarding the staff response to this question. Some council members may have considered this as a motion of direction to design all future projects with both HMAC and PCC pavement. The staff response was intended to mean that many of the future projects on both the 2012 and 2014 Bond Programs were being designed to bid both ways. Staff did not consider this discussion as formal direction to pursue design amendments for all Bond 2014 projects that were not scoped at that time to bid with both HMAC and PCC pavement. NEXT STEPS: Staff will continue with the designs of the Bond 2012 projects in accordance with the February 2015 resolution. Additionally, staff has reviewed the Bond 2014 ELR recommendations and determined which projects could be designed with both PCC and HMAC without significantly impacting the schedule. Staff is proposing to include three projects (current ELR's recommended HMAC) that will be re - scoped and designed to include a PCC and HMAC pavement structure. This will involve negotiation of staff -approvable contract amendments. The attached table (see ATTACHMENT 6) shows the currently proposed and recommended pavement structure for the Bond 2014 projects. FEBRUARY 17, 2015 CITY COUNCIL RESOLUTION ATTACHMENT 1 Resolution directing staff to proceed with bidding remaining Bond 2012 Protects; and providing direction on specific projects. WHEREAS, at the regular council meetings of January 27, 2015 and February 17, 2015, staff presented the City Council with information related to the Bond 2012 program; WHEREAS, Council has considered general items applicable to all projects as well as items that apply to individual projects; BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. 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. SECTION 2. The following Bond 2012 projects are directly affected by the new Harbor Bridge construction and will be deferred and reassessed at a later date: the Twigg Street Project, from Shoreline Boulevard to Lower Broadway Street; and the Leopard Street Project, from Crosstown Expressway to Palm Drive. SECTION 3. The following streets recommended to be constructed with Hot Mix Asphalt Concrete (HMAC) will be bid for both HMAC and Concrete unless underlying structural conditions warrant otherwise: South Alameda Street, from Ayers Street to Louisiana Avenue; South Staples Street, from Brawner Parkway to Kostoryz Road; Staples Street from 1-37 to Morgan Avenue; Kostoryz Road Project, from Brawner Parkway to Staples Street, and Williams Drive, from South Staples Street to Airline Road. SECTION 4. The following projects are to be designed and constructed without designated bike lanes: Kostoryz Road Project, from Brawner Parkway to Staples Street; Greenwood Drive Project, from Gollihar Road to Home Road, and Tuloso Road Project (wide shoulders only), from 111-37 to Leopard Street. SECTION 5. In connection with the following project, staff will plan a future hike and bike trail project along Airport Ditch through H.P. Garcia Park with access to Greenwood at Home Road and Gollihar Road: the Greenwood Drive Project, from Gollihar Road fa Home Road. SECTION 6. The following project is to be designed and constructed to improve pedestrian/ADA crossings at both Kostoryz Road and Texan Trail to replace the 030482 Page 1 o13 INDEXED existing crosswalk to Ray High School: the South Staples Street Project, from Brawner Parkway to Kostoryz Road. SECTION 7. Exhibit "A" (attached and incorporated herein), describes more fully the design and construction directives for certain projects. SECTION 8. Staff Is directed to proceed with the Bond 2012 Program. ATTEST: P.Ick,ex. Rebecca Huerta City Secretary H C OF CORPUS CHRISTI Nelda Martinez Mayor Page 2 of 3 EXHIBIT A BOND 2012 Streets: 1 Discussion and Notes: • • Twigg Leopard Remain on Deferral. • Morgan (Staples to Crosstown) • • Include in active project list (additional funding may be required). Continue coordination with Hospital including monthly meetings are held with hospital and development. • • • Alameda Staples (1-37 to Morgan) Williams • Bid with both Concrete and HMAC. • Kostoryz • Bid with both Concrete and HMAC; • No Bike Lane; • Evaluate bicycle connectivity to Del Mar and nearby schools during final design. • Staples (Kostoryz to Brawner Pkwy) • • Bid with both Concrete and HMAC Existing crosswalk to Ray High School removed with improved pedestrian/ADA crossings at both Kostoryz and Texan Trail. This was coordinated with Ray HS, Police, Traffic Engineer, and RTA to improve safety for parents, children and general public. • Tuloso • Constructed as concrete with wide shoulders to accommodate bikes. • Ocean Drive • Constructed as HMAC; HMAC recommended to avoid potential joint failures (separation, raised & depressed panels, cracking, etc.) assodated with poor subgrade materials (dredged fill). • Greenwood • No Bike Lane; plan future project for hike & bike along Airport Ditch through H.P. Garcia Park with access to Greenwood at Horne and Gallihar. • Holly • Proposed median approximately 70% Xeriscape plantings and 30% grass is under review for additional Hardscape, project is a 80/20 shared cost with TxDOT (80%). Page 3 of 3 Corpus Christi, Texas U' of , The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn Aky SEPTEMBER 12, 2014 SAMPLE ENGINEERING LETTER REPORT (ELR) EXCERPT ATTACHMENT 2 FINAL ENGINEERING LETTER REPORT GOLLIHAR ROAD IMPROVEMENTS Kostoryz Road to Weber Road (Bond 2014) CITY PROJECT NO(s) E13088 & E13089 SUBMITTED TO: CITY OF CORPUS CHRISTI, TEXAS CAPITAL PROGRAMS Corpus Chr sti Capital Programs SUBMITTED BY: raRVE, Inc. engineering — surveying TBPE Firm Reg. No. F-2037 September 12, 2014 Table of Contents ExecutiveSummary ................... I. Introduction Z 11. Street Improvements ? A. TRAFFIC STUDY & SIGNAL IMPROVEMENTS 3 B. PAVEMENT IMPROVEMENTS 4 C. DRIVEWAYS, SIDEWALKS AND CURB RAMP IMPROVEMENTS 4 D. RTA (BUS) IMPROVEMENTS 5 E. STRIPING AND SIGNAGE IMPROVEMENTS 5 III. Drainage Improvements 5 A. EXISTING CONDITIONS AND PROJECT OBJECTIVES 5 B. STRUCTURAL ANALYSIS OF THE EXISTING BOX CULVERTS 6 C. STORM SEWERIMPROVEMENTS ........................... 7 IV. Water Improvements 9 V. Wastewater Improvements 9 VI. Dry Utility Improvements l0 VII. Traffic Control 1 1 VIII. Opinion of Probable Cost l 2 IX. Summary & Engineer Recommendations 13 APPENDICES Appendix A Appendix B Appendix C Appendix D Appendix E Appendix F Appendix G Appendix H Appendix 1 Appendix J Appendix K Appendix L Appendix M Appendix N — Existing Conditions Map — Proposed Street & Utility improvements — Private Improvements in Right -of -Way — Traffic Study Merno — Geotechnical Report — 30 -Year Pavement Life Cycle Cost Analysis — Drainage Report & Supplement — Culvert Evaluation Report — Local Area Drainage Map — Ultimate Offsite Drainage Improvements — Existing Storm Trunk Line Profile — Proposed Storm "Trunk Line Profile — Existing 14" HP Gas Line Profile — Opinion of Probable Cost Gollihar Road Improvements — Kostoryz Road to Weber Road Final Engineering Letter Report Executive Summary On March 18, 2014 the City of Corpus Christi City Council executed a contract for engineering services with RVE, Inc. ("RVE") for Gollihar Road Improvements — Kostoryz Road to Weber Road (City Project No(s) E13088 & E13089) — the "Project". On March 20, 2014, RVE received a Notice to Proceed on the Project from the City Engineer. The Project includes the complete reconstruction of Gollihar Road from Kostoryz Road to Weber Road, approximately 5,300 feet in length. The objectives of the Project are to replace the existing deteriorated hot -mix asphalt concrete (1-HMAC) road, sidewalks and curb ramps with new infrastructure, provide bike lanes inside the curbs on both sides of the roadway, increase the capacity of the existing underground storm sewer system and upgrade the existing water and wastewater infrastructure. The Project will he funded by two (2) 2014 Bond Projects: Golliltar Road from Kostoryz Road to Carroll Lane (City Project No. E13089) and Gollihar Road from Carroll Lane to Weber Road (City Project No. E13088). The Project will be bid, however, as one project. Per the City's Urban Transportation Plan, Gollihar Road from Kostoryz Road to Weber Road is classified as an Al Arterial Street, which is to contain five (5) lanes in a 95' right-of- way. The existing road contains five (5) lanes - two (2) travel lanes in each direction and a center. continuous left -turn lane — in an 80' right-of-way. The Project does not include right-of-way acquisition to create a 95' right-of-way. The 5 -lane configuration will be maintained with the Project, however, in order to provide bike lanes within the curb on both sides of the road within the existing 80' right-of-way, the lane widths will be reduced. Two (2) 10.5' wide travel lanes will be provided in both directions with an II" wide continuous left -turn lane down the middle. Two (2) 4' wide bike lanes will be created on both sides of the new road adjacent to the curb. Tied, 5' wide concrete sidewalks will be provided on both sides of the new road. The total width of surface improvements is 75' with minor variances along the Project length, which allows a 2' to 3' separation between the back of proposed sidewalk and the 80' right-of-way. RVE recommends a new pavement section composed of HMAC based upon facts presented in this report. The local underground storm sewer collection system (laterals and curb inlets) will be replaced with new infrastructure with a 25 -year storm capacity. Additional large box culverts will be installed adjacent to the existing storm trunk line (box culverts) beneath Gollihar Road to increase the existing capacity to a 25 -year frequency rain event in accordance with the City's Drainage Criteria Manual. All non -PVC water laterals and all VCP wastewater mains and laterals will be replaced with new infrastructure. All wastewater manholes will be replaced or rehabilitated with fiberglass manholes or liners. The Project will be funded through a combination of street funds (2014 Bond) and C.I.P. utility funds. The City's estimated construction budget is $16.3 million. The preliminary Opinion of Probable Cost of the Project is $13.8 million: $4.3 million for street improvements and $9.5 million for utility improvements. Gollihar Road Improvements -- Kostoryz Road to Weber Road Final Engineering tetter Report Page 1 with the 60% Submittal Package. PAVEMENT IMPROVEMENTS On May 7, 2014, Rock Engineering and Testing, Inc. ("ROCK") prepared a geotechnical report containing information on the existing soils and pavement recommendations. ROCK performed eleven (11) pavement/soil borings in the field. Six (6) of the borings were taken to a depth of 20', and five (5) were taken to a depth of 5'. ROCK's report is attached in Appendix E. RVE: analyzed two (2) 30 -year pavement sections listed below: - Hot -mix, asphalt concrete (HMAC) section: and - Reinforced concrete section. We performed a 30 -year Life Cycle Cost Analysis (LCCA) on the two (2) options to determine the more economical section. Based upon the existing soil conditions on the Project, ROCK recommended the following 30 -year pavement sections: HMAC Pavement 2.0" Type `D' HMAC over 3.0" Type 'B' HMAC over 9" Type 'A', Grade 1 Limestone Base over TX -5 Geogrid (or equal) Reinforced Concrete Pavement 8" Jointed, Reinforced Concrete over 1" Type 'D' HMAC over 6" Type 'A', Grade I Limestone Base Typically, subgrade soils in the Corpus Christi area are found to be highly expansive with a Plasticity Index between 30 and 40. In those soil conditions, RVE recommends lime -stabilization of the subgrade under new pavement. The average Plasticity Index of the subgrade soils encountered on this Project, however, is 20. As such, lime -stabilization of the subgrade is not recommended on the Project. RVE. used the Federal Highway Administration's (FHWA) RealCost V2.5 program to perform a 30 -year LCCA on the two (2) pavement section options -- attached in Appendix F. The results of the analysis indicate that the Reinforced Concrete Pavement section is the more economical section after 30 years when both City Costs and User Costs are considered. The analysis results for each pavement option are listed below. The number in RED represents the lesser cost for each category. Pavement Section I-IMAC Pavement Reinf. Concrete Pavement Initial Construction Cost $2.82 Million $4.00 Million 30 -Yr. Present Value Cost (w/o User Costs) $3.72 Million $4.30 Million 30 -Yr. Present Value Cast (wl User Costs) $5.75 Million $6.00 Million Based upon the cost comparison presented above, RVE recommends that the City use the HMAC pavement option for the new road surface. Gollihar Road Improvements - Kostoryz Road to Weber Road Final Engineering tetter Report Page 4 DECEMBER 13, 2016 CITY COUNCIL MEETING MINUTES ATTACHMENT 3 City Council Meeting Minutes December 13, 2016 Council Member Garza made a motion to approve the ordinance, seconded by Council Member McComb. This Ordinance was passed on second reading as amended and approved with the following vote: Aye: 8 - Council Member Garza, Council Member Hunter, Council Member Rubio, Council Member Vaughn, Council Member Guajardo, Council Member McComb. Council Member Smith and Mayor McQueen Absent: 1 - Council Member Molina Abstained: 0 Enactment No: 031011 17, Second Reading Ordinance - Appropriating funds and approving Engineering Design Contracts for Residential Reconstruction Test Projects - Ralston Avenue and Rogerson Drive Ordinance appropriating 52,500,000 from the Unreserved Fund Balance in No. 1042 Residential and Local Street Fund for the Residential Reconstruction Test Projects - Ralston Avenue and Rogerson Drive; amending the FY 2017 Operating Budget adopted by Ordinance No. 030965; authorizing the City Manager, or designee, to execute a contract for engineering design services with Urban Engineering of Corpus Christi, Texas in the amount of $88,420 for design of Ralston Avenue and Freese & Nichols, Inc. of Corpus Christi, Texas in the amount of 597,764 for the design of Rogerson Drive. Mayor McQueen referred to item 17. Executive Director of Public Works Valerie Gray stated that the purpose of this item is to appropriate $2.5 million from the Residential and Local Street Fund for the Residential Reconstruction Test Projects - Ralston Avenue and Rogerson Drive and to execute two design contracts, one with Urban Engineering for the design of Ralston Avenue from Staples Street to Alameda, and one with Freese and Nichols for the design of Rogerson Drive from McArdle to Sunnybrook. Staff will use these two projects to provide better pricing information and data to further develop the program. Projects are planned to go out for bid in the May/June 2017 timeframe with construction projected for July 2017. Council members spoke regarding the following topics; the use of internal staff or consultants to monitor the program; Ralston Avenue and Rogerson Drive being two good candidates for the program; bidding both asphalt and concrete; what ether cities are doing on residential streets; the reason the engineering fees are different for the two projects; a future discussion of the use of concrete when developing new neighborhoods; the budgeted amount for residential and local streets; the initial intent of staff to design both streets using asphalt; the pothole repairs on both streets; public notification for residents regarding construction on the streets; a lifecycle cost analysis for concrete and asphalt; the current cost for concrete; whether the funding will Include curb and gutter; the cost matrix used to determine the difference In cost between pothole repair and reconstruction; options for cost-plus contracts; the percentage that these test projects are of all residential streets Corpus Christi Page 12 Printed on 12128/2016 City Council Meeting Minutes December 13, 2016 that require repairs; the opportunity to manufacture our own materials; creation of a council committee for residential streets; financing for residential streets; and the test projects providing better pricing information and data. Mayor McQueen called for comments from the public. Abel Alonzo, 1701 Thames, spoke in support of the use of concrete for residential streets. Sir Frederick von USA King VII, 1442 Arlington Drive, spoke in support of the use of asphalt. MOTION OF DIRECTION Council Member Vaughn made a motion directing the City Manager to bid the projects in both concrete and asphalt, seconded by Council Member Guajardo. This Motion of Direction was passed with the following vote: McQueen, Garza, Hunter, Guajardo, McComb, Molina, Rubio, and Vaughn, voting "Aye", Smith voting "No". Council Member Garza made a motion to approve the ordinance, seconded by Council Member Rubio. This Ordinance was passed on second reading and approved with the following vote: Aye: 9 - Council Member Garza, Council Member Hunter, Council Member Rubio, Council Member Vaughn, Council Member Guajardo, Council Member McComb, Council Member Smith, Mayor McQueen and Council Member Molina Abstained: 0 Enactment No: 031013 18. Second Reading Ordinance - Continuing Texas Municipal Retirement System (TMRS) Updated Service Credits for Current Participants and Increases for Prior and Current Annuities Ordinance authorizing and allowing, under the Act governing the Texas Municipal Retirement System, "Updated Service Credits" in said system for service performed by qualifying members of such system who presently are members of the City of Corpus Christi; providing for increased prior and current service annuities for retirees and beneficiaries of deceased retirees of the City; establishing an effective date for such actions; and providing for severance. Mayor McQueen referred to Item 18. Interim Director of Human Resources Steven Viera stated that the purpose of this item is to continue the Texas Municipal Retirement System (TMRS) updated service credits for current participants and increases for current and prior annuities. These provisions adhere to the terms of the collective bargaining agreement with the Corpus Christi Police Officers' Association. Mr. Viera explained that unlike most public retirement systems, TMRS is a hybrid design instead of a defined benefit plan based on the percentage of salaries such as the City of Dallas. The TMRS plan is cash balanced in nature, meaning it is based on the contributions made by the employee, the matching amount by the City and interest income credited to the employee's account over the employee's career. Mr. Viera provided Corpus Christi Page 13 Printed on 1 2/2 812 01 6 December 20, 2016 CITY COUNCIL MEETING MINUTES ATTACHMENT 4 City Council Meeting Minutes December 20, 2016 MOTION TO RECONSIDER Council Member McComb made a motion to reconsider the motion of direction for Item No. 17 on the December 13, 2016 agenda, seconded by Council Member Vaughn. This motion to reconsider was passed and approved with the following vote: McQueen, Guajardo, Hunter, McComb, Molina, Smith, Vaughn, and Garza, voting' .Aye"; Rubio voting "No` MOTION OF DIRECTION Council Member McComb made a motion directing the City Manager to bid reconstruction projects in both concrete and asphalt, not repair projects, seconded by Council Member Smith and passed unanimously. J. CONSENT AGENDA: (ITEMS 3 - 26) 3. 4. Approval of the Consent Agenda Mayor McQueen referred to the Consent Agenda. Council members requested that items 8, 12, 13, 15, 16, 17, 18 be pulled for individual consideration. City Manager Rose requested that Item 26 be pulled for individual consideration. A motion was made by Council Member Garza, seconded by Council Member Smith, to approve the Consent Agenda. The consent agenda items were passed and approved by one vote as follows: Aye: 9 - Mayor McQueen, Council Member Garza, Council Member Guajardo, Council Member Hunter. Council Member McComb. Council Member Molina, Council Member Rubio. Council Member Smith and Council Member Vaughn Abstained: 0 Appointing Board Members to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation Motion appointing Council Members Dan McQueen, Michael T. Hunter, Joe McComb, Paulette Guajardo, Carolyn Vaughn, Ben Molina, Lucy Rubio, Greg Smith, and Rudy Garza as Board Members to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation. This Motion was passed on the Consent Agenda. Enactment No: M2016-162 Appointing Board Members to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation Motion appointing Council Members Dan McQueen, Michael T. Hunter, Joe McComb, Paulette Guajardo, Carolyn Vaughn, Ben Molina, Lucy Rubio, Greg Smith, and Rudy Garza as Board Members to the Coastal Bend Health Facilities Development Corporation and Corpus Christi Page 4 Printed on 1117120}7 SEPTEMBER 22, 2015 CITY COUNCIL MEETING MINUTES ATTACHMENT 5 City Council Meeting Minutes September 22, 2015 18. First Reading Ordinance - Construction Contract and Construction Materials Testing Contract for Williams Drive Phase 3 from Staples Street to Airline Road (Bond 2012) Ordinance appropriating anticipated revenues; authorizing the City Manager or designee to execute a construction contract with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $8,698,783.50 for the Base Bid; and to execute a construction materials testing contract with Tolunay-Wong Engineers, Inc. of Corpus Christi, Texas in the amount of $112,135 for Williams Drive Phase 3 from Staples Street to Airline Road (BOND 2012). Mayor Pro Tem Vaughn referred to Item 18. Executive Director of Public Works Valerie Gray stated that the purpose of this item is to execute a construction contract with Reytec Construction Resources, Inc. and a construction materials testing contract with Tolunay-Wong Engineers, Inc. for Bond 2012 Street Project, Williams Drive Phase 3 from Staples Street to Airline Road. This project is a joint project with the City of Corpus Christi and the Texas Department of Transportation (TxDOT), which includes: the widening of Williams Drive and the replacement of the existing two-lane asphalt road with a new four -lane concrete road; new 10 -foot wide, combined pedestrian/bicycle paths on both side of the street; the replacement of six RTA pads; and utility improvements. The project is estimated to be completed by February 2017. There were no comments from the public. Council members spoke regarding the following topics: bidding the project with asphalt and concrete (Additive Alternate Nos. 1 and 2); Indication that other projects are being bid with concrete as the lowest bids; and Additive Alternate No. 2 including wastewater lines. 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: 6 - Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Scott and Council Member Vaughn Absent: 3 - Mayor Martinez, Council Member Riojas and Council Member Rosas Abstained: 0 19. First Reading Ordinance - Appropriating capital proceeds accrued from June 1, 2014 through July 31, 2015 in their respective Capital Improvement Program Funds Ordinance appropriating amounts of (a) $13,184.50; (b) $290,604.57 (c) $484,822.06; (d) $47,395.11; and (e) $192,120.28 into the Airport CIP, Bond Proceed, Utility Revenue Bond, Specialty Bond Proceeds and other Unappropriated Funds, respectively, for the following purposes: City's match for future FAA Grant Projects, Bayfront, Public Facilities, Fire, Police, Public Health and Safety, Sanitary Landfill, Corpus Christi Page 12 Printed on 9/29/2015 BOND 2014 CURRENT AND PROPOSED PAVEMENT RECOMMENDATION ATTACHMENT 6 Street Bond Projects - Pavement Recommendations PROJECT NUMBER PROJECT TITLE Bond STATUS Current Design Proposed Design 113099 Waldron Rd (Airdame Dr to Caribbean Or) Bond 2014 Prop 1 Complete HMAC HMAC E13100 Santa Fe 5t (Elizabeth 5t to Hancock 5t) Bond 2014 Prop 1 Complete HMAC HMAC 113095 Southern Minerals Rd (tip River Rd to iH-37) Bond 2014 Prop 1 Construction PCC PCC E13086 Alameda 5t (Kinney 5t to ligan St) Bond 2014 Prop 1 Construction HMAC HMAC E1S111 North Padre Island Beach Access Road 3A Bond 2014 Prop 2 Construction PCC PCC E13088(E13089 Gollihar Rd (Weber Rd. to Carroll In.) Fiord 2014 Prop 1 Council Award HMAC HMAC 5130137 Galli har Rd (South Staples to Weber Rd) Bond 2014 Prop 1 Council Award HMAC HMAC 015109 Ennis loslin Road Extension (Hotly to Williams) Bond 2014 Prop 7 Cnnec1 Award HMAC HMAC 013092 Ayers St (Alameda 5t to Ocean Dr) Bond 2014 Prop 1 Bidding HMAC HMAC E13096 Yorktown Blvd (Everhart Rd to Staples St) Bond 2014 Prop 1 Pending Bid Both Both (13097 Carroll Lane{Houston St to MCArdie Rd) Bond 2014 Prop 1 Pending Bid HMAC HMAC €13091 Carona Dr (Flynn Pkwy to Everhart Rd) Bond 2014 Prop 1 Pending Bid HMAC HMAC €15122 Creek View Drive Extension Bond 2014 Prop 2 Final HMAC HMAC E15111 North Padre Island Beath Access Road 2 Bond 2014 Prop 2 Pre-FVnal PCC PCC 513099 Old Robstown Rd (Highway 44 to Leopard St) Bond 2014 Prop 1. Pre -Final HMAC HMAC €13093 Yorktown Blvd (Lake Travis to Everhart Rd) Bond 2014 Prop 1 Pre -Final HMAC HMAC 015106 Ayers St- Pedestrian improvements and Turn Lane Bond 2014 Prop 2 75% HMAC HMAC 113094 Staples St (Alameda 5t to Morgan 5t) Bond 2014 Prop 1 60% Both Both (15107 Chaparral Street - Phase 2 (Schatael to Taylor) Bond 2014 Prop 2 30% HMAC Both 115110 Flato Road - Agnes to Bates Bond 2014 Prop 30% HMAC Both E15112 Rodd Field Road Expansion (Saratoga to Yorktown) Bond 2014 Prop 2 30% HMAC Both 133090 Morgan Ave (Staples St to Ocean Dr) Bond 2014 Prop 1 On Ho)4 Both Both PCC HMAC Both Advertised or in Construction Corpus Chr sti Engineering South Alameda Street Ayers Street to Louisiana Avenue BOND 2012, Proposition 1 Council Presentation March 21, 2017 Project Location �hrsti Engineering hristi tonal ,rt 7 I26AI 26 1H-37 Corpus Christi SOUTH ALAMEDA STREET 188 Oc e0/201. Ward Island Project Vicinity 4000 Corpus Chr sti Engineering 14-LANES1 CA° c TRANSITION AREA 1' SOUTH ALAMEDA STREET 13-LANES1 4 So. Alameda Cross Sections 0 �hrsti Engineering i YIIIW= MUMr AYERS TO CLIFFORD 0 ms.*VA i\9a>ViVav"ivAl ivies a'pirkaat..i..VVA ....'p.miii ] nIvima:mnvameav o ' MMS40: SIDEWALK PARALLEL PARKING TRAVEL LANES CONCRETE MEDIAN TRAVEL LANES ANGLE PARKING SIDEWALK 4 So. Alameda Cross Sections 0 �hrsti Engineering COLE TO LOUISIANA F' T CENTER CYCLE N11111111 TURN TRACK - LANE SIDEWALK BUFFER TRAVEL LANE CYCLE TRACK TRAVEL LANE SIDEWALK BUFFER So. Alameda Cross Sections 111 �hrsti Engineering HOT MIX ASPHALT CONCRETE (HMAC) 5.5" HMAC 9" LIMESTONE BASE 12" COMPACTED SUBGRADE PRIME COAT GEOGRID 6 Project Scope �hrsti Engineering The full depth reconstruction of South Alameda from Ayers to Louisiana includes: 4 -lanes with on -street parking, center raised median and lighting near the 6 -points intersection from Ayers to just past Clifford Reduced roadway section to 3 -lanes for approx. 5-1/2 blocks beginning just before Cole and ending at Louisiana New curb & gutter, ADA curb -ramps, sidewalks, cycle tracks and pavement markings Storm water, wastewater, water and gas (gas by City crews) Project Schedule �hrsti Engineering 2017 2018 Bid/ Award F I ' I=F Construction Construction Estimate: 480 days AGENDA MEMORANDUM Future Item for the City Council Meeting of March 21, 2017 Action Item for the City Council Meeting of March 28, 2017 DATE: March 1, 2017 TO: Margie C. Rose, City Manager THRU: Mark Van Vleck, 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: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 CAPTION: Construction Contract Ayers Street from Ocean Drive to Alameda Street Bond 2014 Proposition 1 Motion authorizing the City Manager, or designee, to execute a construction contract with CPC Interests, LLC Dba Clark Pipeline Services of Corpus Christi, Texas in the amount of $6,254,181.88 for Ayers Street from Ocean Drive to Alameda Street for a total Base Bid plus Additive Alternates 1 and 3. (Bond 2014 Proposition 1) PURPOSE: The purpose of this Agenda Item is to obtain authority to execute a construction contract for the Ayers Street from Ocean Drive to Alameda Street Project. BACKGROUND AND FINDINGS: Bond 2014 Brochure description: "Ayers Street from Ocean Drive to Alameda Street — This project includes full -depth repair and implements the Road Diet concept by narrowing the existing four lanes undivided arterial roadway to a three lane undivided arterial roadway with continuous center turn lane and bike lanes as prescribed by the Mobility CC Plan. Other street improvements include curb and gutter, sidewalks, ADA curb ramps, lane striping and pavement markings and traffic signal improvements at the 3rd Street and Santa Fe intersections." Project Scope: This project provides for reconstructing the existing 4 -lane roadway as a new 3 -lane roadway with two travel lanes and center turn lane. Improvements include new curb & gutter, sidewalks, ADA ramps, pavement markings and street lighting. Utility improvements include water, wastewater, storm water and minor gas line adjustments (by City crews). The project also implements reconfiguration of the Booty/Santa Fe/Ayers intersection and incorporates shared bicycle/vehicle lanes from Santa Fe to Ocean Drive. The reconfiguration to 3 -lanes, was coordinated with MPO (Metropolitan Planning Organization), RTA (Reginal Transportation Authority) and other key stakeholders to discuss and evaluate safety and traffic impacts for all modes of transportation. The reconfiguration of the Booty/Santa Fe/Ayers intersection was approved by City Council on February 28, 2017. The design contracts for the Bond 2014 Proposition 1 projects were executed in early 2014 and required the designers to provide a life cycle cost analysis and pavement recommendation with their preliminary design reports. The design engineer for the Ayers project determined that HMAC was the most cost effective pavement material. This project was, therefore, designed and bid with an HMAC pavement section. The project was developed with a base bid and three additive alternatives. • Additive Alternate No. 1: Rehabilitation of existing 21" wastewater line with CIPP • Additive Alternate No. 2: Rehabilitation of existing 21" wastewater line with Pipe Bursting and construction of new wastewater manhole • Additive Alternate No. 3: Rehabilitation of existing 12" wastewater lines with Pipe Bursting, open cut reconstruction of existing 21" wastewater line and construction of manholes Additive Alternates No. 1 and No. 2 are similar in scope and cannot be awarded together; therefore, the city is recommending Alternates No. 1 and 3 only. This project bid on February 15, 2017, the City received proposals from two (2) bidders and the bids are as follows: Contractor Base Bid Plus Additive Alternates 1 and 3 CPC Interests, LLC dba Clark Pipeline Services Corpus Christi, Texas $6,254,181.88 Berry Contracting, LLC dba Bay, Ltd. Corpus Christi, Texas $6,588,375.40 Engineer's Opinion of Probable Cost $6,640,000.00 Project coordination is planned to minimize impacts to motorists and businesses with multiple simultaneous construction projects on Ayers, Ocean Drive, South Alameda and Staples (Alameda to Morgan). ALTERNATIVES: 1. Authorize execution of a construction contract. (Recommended) 2. Do not authorize execution of a construction contract. (Not Recommended) OTHER CONSIDERATIONS: Freese and Nichols, Inc. is the design engineer that was selected for this project under RFQ 2013-01. CONFORMITY TO CITY POLICY: Complies with statutory requirements for construction contracts. Conforms to FY 2016-2017 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 2016-2017 Project to Date Budget and Expenditures Current Year Future Years TOTALS Budget $1,000,100 $7,247,900.00 $8,248,000.00 Encumbered / Expended Amount 1,000,100 0.00 1,000,100.00 This item 6,254,181.88 $6,254,181.88 Future Anticipated Expenditures This Project 946,763.18 946,763.18 BALANCE $0 $46,954.94 $46,954.94 Fund(s): Street and Utility CIP Comments: N/A RECOMMENDATION: City staff and Freese and Nichols, Inc. recommend the construction contract be awarded to CPC Interests, LLC dba Clark Pipeline Services in the amount of $6,254,181.88 for the total Base Bid Plus Additive Alternates 1 and 3. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Form 1295 Letter of Recommendation Informal Staff Report 2-2-17 PROJECT BUDGET ESTIMATE Ayers Street Ocean Drive to Alameda Street BOND 2014 Proposition 1 PROJECT FUNDS AVAILABLE: Street BOND 2014 Proposition 1 $ 3,900,000 Storm Water CIP 2,200,000 Wastewater CIP 1,110,000 Water CIP 1,028,000 Gas CIP 10,000 TOTAL FUNDS AVAILABLE $ 8,248,000 FUNDS REQUIRED: Construction Fees: Construction (Clark Pipeline) THIS ITEM $ 6,254,182 Streets 2,936,105 Utilities 3,318,077 Storm Water 1,695,921 Water 778,689 Wastewater 834,755 Gas 8,712 Contingency (10%) 625,418 Construction Inspection and Testing Fees 233,559 Construction Inspection (LAN, Inc) 178,400 Construction Materials Testing 55,159 Design Fees 941,811 Engineering Design (Freese and Nichols) Original and Amendment No. 1 891,925 Streets 552,996 Utilities 338,930 Storm Water 163,385 Water 78,425 Wastewater 97,120 Gas Six Points Intersection Improvements - Engineering Study 49,886 Reimbursement Fees 146,075 Contract Administration (Eng. Svcs Admin/Finance/Capital Budget) 62,175 Engineering Services (Project Mgt) 82,900 Misc. (Printing, Advertising, etc.) 1,000 TOTAL $ 8,201,045 ESTIMATED PROJECT BUDGET BALANCE $ 46,955 _- - H1-37 504, PAII1 UollvEla +l Texas State Aquarium) to I. �co 0 0 Sp/0 Corpus Christi PROJECT LOCATION 0„i tP LOCATION MAP NOT TO SCALE Project Number: E13092 Ayers Street S Alameda St to Ocean Dr Bond 2014 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Ayers Street Alameda Street to Ocean Drive BOND 2014, Proposition 1 Corpus Chr sti Engineering Council Presentation March 21, 2017 Project Location �hrsti Engineering HI -37 Sp70 Corpus Christi AYERS STREET co co 0 "9ci� Or cow d eff d Project Vicinity �hrsti Engineering Cr) Booty St Ayers Street Cross Sections 111 �hrsti Engineering BUFFER SIDEWALK TRAVEL LANE CENTER TURN LANE TRAVEL LANE BUFFER SIDEWALK Ayers Street Cross Sections 111 �hrsti Engineering HOT MIX ASPHALT CONCRETE (HMAC) 5" HMAC 10" LIMESTONE BASE 12" COMPACTED SUBGRADE PRIME COAT GEOGRID Project Scope �hrsti Engineering Reconfiguration and reconstruction of the existing 4 -lane road to 3 -lanes includes: • New HMAC 3 -lane roadway with two travel lanes with a continuous center turn lane • ADA curb -ramps, sidewalks and pavement markings • Water, wastewater, storm water and minor gas line adjustments (by City crews) • Shared lanes for bicycles and automobiles from Santa Fe to Ocean Project Schedule �hrsti Engineering 2017 2018 F M A Bid/ Award M J J A S 0 N D J F M A Construction Construction Estimate: 390 days FREESE aNICHOLS Innovative approaches Practical results Outstanding service 800 N. Shoreline Blvd., Suite 1600N • Corpus Christi, Texas 78401 • 361-561-6500 • fax 361-561-6501 February 22, 2017 Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469 Re: Ayers Street — Ocean Drive to Alameda Street (Bond 2014) City Project No. E13092 Mr. Edmonds: www.freese.com The City of Corpus Christi received two (2) sealed bid proposals for the above referenced project on February 15, 2017 at 2:00 p.m. at the City Secretary's office. Attached is a tabulation of the two (2) bid proposals. The project bid included only Hot Mix Asphalt Concrete (HMAC) as the recommended pavement for this project. Both bid proposals were properly executed and submitted in compliance with the bidding requirements for this project. We performed an analysis of the bids and found two mathematical errors in the bid proposal submitted by Clark Pipeline Services. These errors, however, did not affect the outcome of the ranking. No other errors or irregularities were noted on the proposal forms. The bid breakdown for both bidders is shown on the attached Tabulation of Bids, and the Base Bids are summarized below: Bidder Total Base Bid - HMAC Clark Pipeline Services $5,717,705.94 Bay, Ltd. $5,948,791.60 A total of three (3) Additive Alternates are included in this project for the reconstruction of existing wastewater manholes and wastewater mains ranging in size from 15" to 24". These Additive Alternates are as described as follows: 1. Rehabilitation of existing 21" wastewater line with CIPP 2. Rehabilitation of existing 21" wastewater line with Pipe Bursting and construction of new wastewater manhole 3. Rehabilitation of existing 12" wastewater lines with Pipe Bursting, open cut reconstruction of existing 21" wastewater line, and construction of manholes The bid breakout of these 3 additive alternates for each of the two bidders is as follows: Additive Alternate Clark Pipeline Services Bay, Ltd. No. 1 $71,438.40 $119,299.00 No. 2 $242,018.00 $223,647.50 No. 3 $465,037.54 $520,284.80 Total Additive Alternates $778,493.94 $863,231.30 February 22, 2017 Page 2 of 2 Additive Alternates No. 1 and 2 include a similar scope of work for rehabilitating the same wastewater line utilizing two different construction methods. Therefore, these alternates cannot both be awarded together. Based on review of the bids received for these alternates, it is recommended that the City only award Additive Alternates No. 1 and 3 and omit Additive Alternate No. 2. Total Base Bid plus Additive Alternates No. 1 and 3 $6,254,181.88 $6,588,375.40 Clark Pipeline Services is the apparent low bidder for this project based on Total Base Bid. Clark Pipeline Services is also the apparent low bidder for this project based on Total Base Bid plus Additive Alternates No. 1 and 3. Based on the City's evaluation criteria for this project, Clark Pipeline Services is the lowest qualified Bidder, and their Total Amount Bid is within the construction budget. Therefore, FNI recommends that the City award the construction contract for Ayers Street — Ocean Drive to Alameda Street (City Project No. E13092) to Clark Pipeline Services of Corpus Christi, Texas in the amount of $6,254,181.88 for the scope of work including: Base Bid + Additive Alternate No. 1 + Additive Alternate No. 3 If you have any questions regarding this matter, please feel free to contact us. Sincerely, FREESE AND NICHOLS, INC. Nick Cecava, P.E., CFM Attachment: Tabulation of Bids CERTIFICATE OF INTERESTED PARTIES 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. 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. CPC Interests LLC dba Clark Pipeline Services 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 description of the services, goods, or other property to be provided under the contract. E13092 AYERS STREET FROM OCEAN DRIVE TO ALAMEDA STREET BOND 2014 FORM 1295 1 of 1 OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-171284 Date Filed: 02/24/2017 Date Acknowledged: the contract, and provide a 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. 6 AFFIDAVIT IJ DIANNA M SANCHEZ Notary Public, State of Texas My Commission Expires SEPTEMBER 29, 2019 I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. Signature of authorized agent of contracting AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said h ri S 119/1 E? ( i /) anz- 20 ) /7 , to certify which, witness my hand and seal of office. Our fi ,fid 10,7-2 Signature of officer administering o nth Sanchr� , this the isiness entity day of ?ebnary Bin r Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.etnics.state.tx,us Version V1.0.277 INFORMAL STAFF REPORT MEMORANDUM To: Margie C. Rose, City Manager Thru: Mark Van Vleck, P.E., Assistant City ManagerOa Valerie H. Gray, P.E., Executive Director Public Works From: Jeff Edmonds, P.E., Director of Engineering Services Date: February 2, 2017 Subject: CITY COUNCIL ACTION REQUEST (CCAR) — January 31, 2017 BIDDING STREET BOND PROJECTS WITH BOTH PORTLAND CEMENT CONCRETE (PCC) AND HOT -MIX -ASPHALT -CONCRETE (HMAC) ISSUE: During the January 31, 2017 City Council meeting, Mayor Pro Tempore Vaughn requested Staff to provide an informal report explaining past council directives relative to the selection of PCC or HMAC for street reconstruction projects. BACKGROUND & FINDINGS: BOND 2012 PROJECTS: In late 2014, there was recognition that the majority of the Bond 2012 projects were under budgeted. Various strategies were considered to address the funding shortfall. A council resolution (see ATTACHMENT 1) was approved on February 17, 2015 that provided specific guidance on project deferrals, bicycle accommodation and pavement design. The pavement design guidance indicated that certain Bond 2012 projects were to be bid HMAC, others PCC and most were to be bid both HMAC and PCC. BOND 2014 PROJECTS: In April 2013 Council approved a Bond 2014 Execution Strategy that involved funding and initiating the project design efforts in advance of the Bond referendum. In July 2013, Council approved a Reimbursement Resolution to fund design efforts and directed staff to begin procuring design services for the streets listed on Proposition One of the Council -approved project list. Those design contracts were approved by City Council in early 2014. Consultants were directed to take the design effort to an Engineering Letter Report (ELR) level (see ATTACHMENT 2) in order to provide a better budget basis for the Bond referendum. Included in the scope of work for the Bond 2014 ELR's was a pavement lifecycle cost analysis and recommendation. Determining the required pavement section is primarily based the Association of State Highway Transportation ©fcials (AASHTO) Guide for Design of Pavement Structures. The inputs include anticipated vehicle loads, the structural properties of the subbase soil, the desired reliability level and the desired service life. For the lifecycle cost analysis, equivalent pavement sections are developed for both HMAC and PCC using a 30 -year service life. The lifecycle analysis is conducted for a minimum of 30 years considering the cost for initial construction, anticpated maintenance and major repairs at the end of the design life. In some cases, there are other factors that may drive a recommendation for HMAC or PCC such as underground utilities, driveway access requirements and compatibility with existing adjacent pavement. After the Bond 2014 referendum passed in November 2014, the design engineers were released to complete the designs for the Proposition One projects. The original guidance in late 2014 was to base the roadway design on the ELR pavement recommendation for each of the projects. That guidance has not been modified. Amendments have been negotiated on many of the Bond 2014 projects. Those amemdments; however, only addressed the Bicycle Mobility Plan recommendations and Value Engineering on drainage systems. Staff is unaware of any formal council direction to negotiate contract amendments to redesign Bond 2014 projects for both PCC and HMAC pavement structures. RESIDENTIAL RECONSTRUCTION: On December 13, 2016 Council passed a Motion of Direction (see ATTACHMENT 3) that the residential reconstruction pilot projects should be designed as both HMAC and PCC pavement structures. That direction was clarified during the December 20, 2016 meeting to indicate that both designs were to be applied for full reconstruction projects and not situations where the existing pavement can be rehabilitated (see ATTACHMENT 4). SEPTEMBER 22, 2015 COUNCIL MEETING: During the January 13th 2017 City Council Retreat, the question was raised about a discussion that took place during the September 22, 2015 City Council meeting. There was a discussion of pavement design during the item awarding the construction contract for the Bond 2012 Proposition 1 Project - Williams Drive Phase 3 (see ATTACHMENT 5). During the discussion, a question was asked whether projects would continue to be bid both ways. There was perhaps a misunderstanding regarding the staff response to this question. Some council members may have considered this as a motion of direction to design all future projects with both HMAC and PCC pavement. The staff response was intended to mean that many of the future projects on both the 2012 and 2014 Bond Programs were being designed to bid both ways. Staff did not consider this discussion as formal direction to pursue design amendments for all Bond 2014 projects that were not scoped at that time to bid with both HMAC and PCC pavement. NEXT STEPS: Staff will continue with the designs of the Bond 2012 projects in accordance with the February 2015 resolution. Additionally, staff has reviewed the Bond 2014 ELR recommendations and determined which projects could be designed with both PCC and HMAC without significantly impacting the schedule. Staff is proposing to include three projects (current ELR's recommended HMAC) that will be re - scoped and designed to include a PCC and HMAC pavement structure. This will involve negotiation of staff -approvable contract amendments. The attached table (see ATTACHMENT 6) shows the currently proposed and recommended pavement structure for the Bond 2014 projects. FEBRUARY 17, 2015 CITY COUNCIL RESOLUTION ATTACHMENT 1 Resolution directing staff to proceed with bidding remaining Bond 2012 Protects; and providing direction on specific projects. WHEREAS, at the regular council meetings of January 27, 2015 and February 17, 2015, staff presented the City Council with information related to the Bond 2012 program; WHEREAS, Council has considered general items applicable to all projects as well as items that apply to individual projects; BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. 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. SECTION 2. The following Bond 2012 projects are directly affected by the new Harbor Bridge construction and will be deferred and reassessed at a later date: the Twigg Street Project, from Shoreline Boulevard to Lower Broadway Street; and the Leopard Street Project, from Crosstown Expressway to Palm Drive. SECTION 3. The following streets recommended to be constructed with Hot Mix Asphalt Concrete (HMAC) will be bid for both HMAC and Concrete unless underlying structural conditions warrant otherwise: South Alameda Street, from Ayers Street to Louisiana Avenue; South Staples Street, from Brawner Parkway to Kostoryz Road; Staples Street from 1-37 to Morgan Avenue; Kostoryz Road Project, from Brawner Parkway to Staples Street, and Williams Drive, from South Staples Street to Airline Road. SECTION 4. The following projects are to be designed and constructed without designated bike lanes: Kostoryz Road Project, from Brawner Parkway to Staples Street; Greenwood Drive Project, from Gollihar Road to Home Road, and Tuloso Road Project (wide shoulders only), from 111-37 to Leopard Street. SECTION 5. In connection with the following project, staff will plan a future hike and bike trail project along Airport Ditch through H.P. Garcia Park with access to Greenwood at Home Road and Gollihar Road: the Greenwood Drive Project, from Gollihar Road fa Home Road. SECTION 6. The following project is to be designed and constructed to improve pedestrian/ADA crossings at both Kostoryz Road and Texan Trail to replace the 030482 Page 1 o13 INDEXED existing crosswalk to Ray High School: the South Staples Street Project, from Brawner Parkway to Kostoryz Road. SECTION 7. Exhibit "A" (attached and incorporated herein), describes more fully the design and construction directives for certain projects. SECTION 8. Staff Is directed to proceed with the Bond 2012 Program. ATTEST: P.Ick,ex. Rebecca Huerta City Secretary H C OF CORPUS CHRISTI Nelda Martinez Mayor Page 2 of 3 EXHIBIT A BOND 2012 Streets: 1 Discussion and Notes: • • Twigg Leopard Remain on Deferral. • Morgan (Staples to Crosstown) • • Include in active project list (additional funding may be required). Continue coordination with Hospital including monthly meetings are held with hospital and development. • • • Alameda Staples (1-37 to Morgan) Williams • Bid with both Concrete and HMAC. • Kostoryz • Bid with both Concrete and HMAC; • No Bike Lane; • Evaluate bicycle connectivity to Del Mar and nearby schools during final design. • Staples (Kostoryz to Brawner Pkwy) • • Bid with both Concrete and HMAC Existing crosswalk to Ray High School removed with improved pedestrian/ADA crossings at both Kostoryz and Texan Trail. This was coordinated with Ray HS, Police, Traffic Engineer, and RTA to improve safety for parents, children and general public. • Tuloso • Constructed as concrete with wide shoulders to accommodate bikes. • Ocean Drive • Constructed as HMAC; HMAC recommended to avoid potential joint failures (separation, raised & depressed panels, cracking, etc.) assodated with poor subgrade materials (dredged fill). • Greenwood • No Bike Lane; plan future project for hike & bike along Airport Ditch through H.P. Garcia Park with access to Greenwood at Horne and Gallihar. • Holly • Proposed median approximately 70% Xeriscape plantings and 30% grass is under review for additional Hardscape, project is a 80/20 shared cost with TxDOT (80%). Page 3 of 3 Corpus Christi, Texas U' of , The above resolution was passed by the following vote: Nelda Martinez Rudy Garza Chad Magill Colleen McIntyre Lillian Riojas Brian Rosas Lucy Rubio Mark Scott Carolyn Vaughn Aky SEPTEMBER 12, 2014 SAMPLE ENGINEERING LETTER REPORT (ELR) EXCERPT ATTACHMENT 2 FINAL ENGINEERING LETTER REPORT GOLLIHAR ROAD IMPROVEMENTS Kostoryz Road to Weber Road (Bond 2014) CITY PROJECT NO(s) E13088 & E13089 SUBMITTED TO: CITY OF CORPUS CHRISTI, TEXAS CAPITAL PROGRAMS Corpus Chr sti Capital Programs SUBMITTED BY: raRVE, Inc. engineering — surveying TBPE Firm Reg. No. F-2037 September 12, 2014 Table of Contents ExecutiveSummary ................... I. Introduction Z 11. Street Improvements ? A. TRAFFIC STUDY & SIGNAL IMPROVEMENTS 3 B. PAVEMENT IMPROVEMENTS 4 C. DRIVEWAYS, SIDEWALKS AND CURB RAMP IMPROVEMENTS 4 D. RTA (BUS) IMPROVEMENTS 5 E. STRIPING AND SIGNAGE IMPROVEMENTS 5 III. Drainage Improvements 5 A. EXISTING CONDITIONS AND PROJECT OBJECTIVES 5 B. STRUCTURAL ANALYSIS OF THE EXISTING BOX CULVERTS 6 C. STORM SEWERIMPROVEMENTS ........................... 7 IV. Water Improvements 9 V. Wastewater Improvements 9 VI. Dry Utility Improvements l0 VII. Traffic Control 1 1 VIII. Opinion of Probable Cost l 2 IX. Summary & Engineer Recommendations 13 APPENDICES Appendix A Appendix B Appendix C Appendix D Appendix E Appendix F Appendix G Appendix H Appendix 1 Appendix J Appendix K Appendix L Appendix M Appendix N — Existing Conditions Map — Proposed Street & Utility improvements — Private Improvements in Right -of -Way — Traffic Study Merno — Geotechnical Report — 30 -Year Pavement Life Cycle Cost Analysis — Drainage Report & Supplement — Culvert Evaluation Report — Local Area Drainage Map — Ultimate Offsite Drainage Improvements — Existing Storm Trunk Line Profile — Proposed Storm "Trunk Line Profile — Existing 14" HP Gas Line Profile — Opinion of Probable Cost Gollihar Road Improvements — Kostoryz Road to Weber Road Final Engineering Letter Report Executive Summary On March 18, 2014 the City of Corpus Christi City Council executed a contract for engineering services with RVE, Inc. ("RVE") for Gollihar Road Improvements — Kostoryz Road to Weber Road (City Project No(s) E13088 & E13089) — the "Project". On March 20, 2014, RVE received a Notice to Proceed on the Project from the City Engineer. The Project includes the complete reconstruction of Gollihar Road from Kostoryz Road to Weber Road, approximately 5,300 feet in length. The objectives of the Project are to replace the existing deteriorated hot -mix asphalt concrete (1-HMAC) road, sidewalks and curb ramps with new infrastructure, provide bike lanes inside the curbs on both sides of the roadway, increase the capacity of the existing underground storm sewer system and upgrade the existing water and wastewater infrastructure. The Project will he funded by two (2) 2014 Bond Projects: Golliltar Road from Kostoryz Road to Carroll Lane (City Project No. E13089) and Gollihar Road from Carroll Lane to Weber Road (City Project No. E13088). The Project will be bid, however, as one project. Per the City's Urban Transportation Plan, Gollihar Road from Kostoryz Road to Weber Road is classified as an Al Arterial Street, which is to contain five (5) lanes in a 95' right-of- way. The existing road contains five (5) lanes - two (2) travel lanes in each direction and a center. continuous left -turn lane — in an 80' right-of-way. The Project does not include right-of-way acquisition to create a 95' right-of-way. The 5 -lane configuration will be maintained with the Project, however, in order to provide bike lanes within the curb on both sides of the road within the existing 80' right-of-way, the lane widths will be reduced. Two (2) 10.5' wide travel lanes will be provided in both directions with an II" wide continuous left -turn lane down the middle. Two (2) 4' wide bike lanes will be created on both sides of the new road adjacent to the curb. Tied, 5' wide concrete sidewalks will be provided on both sides of the new road. The total width of surface improvements is 75' with minor variances along the Project length, which allows a 2' to 3' separation between the back of proposed sidewalk and the 80' right-of-way. RVE recommends a new pavement section composed of HMAC based upon facts presented in this report. The local underground storm sewer collection system (laterals and curb inlets) will be replaced with new infrastructure with a 25 -year storm capacity. Additional large box culverts will be installed adjacent to the existing storm trunk line (box culverts) beneath Gollihar Road to increase the existing capacity to a 25 -year frequency rain event in accordance with the City's Drainage Criteria Manual. All non -PVC water laterals and all VCP wastewater mains and laterals will be replaced with new infrastructure. All wastewater manholes will be replaced or rehabilitated with fiberglass manholes or liners. The Project will be funded through a combination of street funds (2014 Bond) and C.I.P. utility funds. The City's estimated construction budget is $16.3 million. The preliminary Opinion of Probable Cost of the Project is $13.8 million: $4.3 million for street improvements and $9.5 million for utility improvements. Gollihar Road Improvements -- Kostoryz Road to Weber Road Final Engineering tetter Report Page 1 with the 60% Submittal Package. PAVEMENT IMPROVEMENTS On May 7, 2014, Rock Engineering and Testing, Inc. ("ROCK") prepared a geotechnical report containing information on the existing soils and pavement recommendations. ROCK performed eleven (11) pavement/soil borings in the field. Six (6) of the borings were taken to a depth of 20', and five (5) were taken to a depth of 5'. ROCK's report is attached in Appendix E. RVE: analyzed two (2) 30 -year pavement sections listed below: - Hot -mix, asphalt concrete (HMAC) section: and - Reinforced concrete section. We performed a 30 -year Life Cycle Cost Analysis (LCCA) on the two (2) options to determine the more economical section. Based upon the existing soil conditions on the Project, ROCK recommended the following 30 -year pavement sections: HMAC Pavement 2.0" Type `D' HMAC over 3.0" Type 'B' HMAC over 9" Type 'A', Grade 1 Limestone Base over TX -5 Geogrid (or equal) Reinforced Concrete Pavement 8" Jointed, Reinforced Concrete over 1" Type 'D' HMAC over 6" Type 'A', Grade I Limestone Base Typically, subgrade soils in the Corpus Christi area are found to be highly expansive with a Plasticity Index between 30 and 40. In those soil conditions, RVE recommends lime -stabilization of the subgrade under new pavement. The average Plasticity Index of the subgrade soils encountered on this Project, however, is 20. As such, lime -stabilization of the subgrade is not recommended on the Project. RVE. used the Federal Highway Administration's (FHWA) RealCost V2.5 program to perform a 30 -year LCCA on the two (2) pavement section options -- attached in Appendix F. The results of the analysis indicate that the Reinforced Concrete Pavement section is the more economical section after 30 years when both City Costs and User Costs are considered. The analysis results for each pavement option are listed below. The number in RED represents the lesser cost for each category. Pavement Section I-IMAC Pavement Reinf. Concrete Pavement Initial Construction Cost $2.82 Million $4.00 Million 30 -Yr. Present Value Cost (w/o User Costs) $3.72 Million $4.30 Million 30 -Yr. Present Value Cast (wl User Costs) $5.75 Million $6.00 Million Based upon the cost comparison presented above, RVE recommends that the City use the HMAC pavement option for the new road surface. Gollihar Road Improvements - Kostoryz Road to Weber Road Final Engineering tetter Report Page 4 DECEMBER 13, 2016 CITY COUNCIL MEETING MINUTES ATTACHMENT 3 City Council Meeting Minutes December 13, 2016 Council Member Garza made a motion to approve the ordinance, seconded by Council Member McComb. This Ordinance was passed on second reading as amended and approved with the following vote: Aye: 8 - Council Member Garza, Council Member Hunter, Council Member Rubio, Council Member Vaughn, Council Member Guajardo, Council Member McComb. Council Member Smith and Mayor McQueen Absent: 1 - Council Member Molina Abstained: 0 Enactment No: 031011 17, Second Reading Ordinance - Appropriating funds and approving Engineering Design Contracts for Residential Reconstruction Test Projects - Ralston Avenue and Rogerson Drive Ordinance appropriating 52,500,000 from the Unreserved Fund Balance in No. 1042 Residential and Local Street Fund for the Residential Reconstruction Test Projects - Ralston Avenue and Rogerson Drive; amending the FY 2017 Operating Budget adopted by Ordinance No. 030965; authorizing the City Manager, or designee, to execute a contract for engineering design services with Urban Engineering of Corpus Christi, Texas in the amount of $88,420 for design of Ralston Avenue and Freese & Nichols, Inc. of Corpus Christi, Texas in the amount of 597,764 for the design of Rogerson Drive. Mayor McQueen referred to item 17. Executive Director of Public Works Valerie Gray stated that the purpose of this item is to appropriate $2.5 million from the Residential and Local Street Fund for the Residential Reconstruction Test Projects - Ralston Avenue and Rogerson Drive and to execute two design contracts, one with Urban Engineering for the design of Ralston Avenue from Staples Street to Alameda, and one with Freese and Nichols for the design of Rogerson Drive from McArdle to Sunnybrook. Staff will use these two projects to provide better pricing information and data to further develop the program. Projects are planned to go out for bid in the May/June 2017 timeframe with construction projected for July 2017. Council members spoke regarding the following topics; the use of internal staff or consultants to monitor the program; Ralston Avenue and Rogerson Drive being two good candidates for the program; bidding both asphalt and concrete; what ether cities are doing on residential streets; the reason the engineering fees are different for the two projects; a future discussion of the use of concrete when developing new neighborhoods; the budgeted amount for residential and local streets; the initial intent of staff to design both streets using asphalt; the pothole repairs on both streets; public notification for residents regarding construction on the streets; a lifecycle cost analysis for concrete and asphalt; the current cost for concrete; whether the funding will Include curb and gutter; the cost matrix used to determine the difference In cost between pothole repair and reconstruction; options for cost-plus contracts; the percentage that these test projects are of all residential streets Corpus Christi Page 12 Printed on 12128/2016 City Council Meeting Minutes December 13, 2016 that require repairs; the opportunity to manufacture our own materials; creation of a council committee for residential streets; financing for residential streets; and the test projects providing better pricing information and data. Mayor McQueen called for comments from the public. Abel Alonzo, 1701 Thames, spoke in support of the use of concrete for residential streets. Sir Frederick von USA King VII, 1442 Arlington Drive, spoke in support of the use of asphalt. MOTION OF DIRECTION Council Member Vaughn made a motion directing the City Manager to bid the projects in both concrete and asphalt, seconded by Council Member Guajardo. This Motion of Direction was passed with the following vote: McQueen, Garza, Hunter, Guajardo, McComb, Molina, Rubio, and Vaughn, voting "Aye", Smith voting "No". Council Member Garza made a motion to approve the ordinance, seconded by Council Member Rubio. This Ordinance was passed on second reading and approved with the following vote: Aye: 9 - Council Member Garza, Council Member Hunter, Council Member Rubio, Council Member Vaughn, Council Member Guajardo, Council Member McComb, Council Member Smith, Mayor McQueen and Council Member Molina Abstained: 0 Enactment No: 031013 18. Second Reading Ordinance - Continuing Texas Municipal Retirement System (TMRS) Updated Service Credits for Current Participants and Increases for Prior and Current Annuities Ordinance authorizing and allowing, under the Act governing the Texas Municipal Retirement System, "Updated Service Credits" in said system for service performed by qualifying members of such system who presently are members of the City of Corpus Christi; providing for increased prior and current service annuities for retirees and beneficiaries of deceased retirees of the City; establishing an effective date for such actions; and providing for severance. Mayor McQueen referred to Item 18. Interim Director of Human Resources Steven Viera stated that the purpose of this item is to continue the Texas Municipal Retirement System (TMRS) updated service credits for current participants and increases for current and prior annuities. These provisions adhere to the terms of the collective bargaining agreement with the Corpus Christi Police Officers' Association. Mr. Viera explained that unlike most public retirement systems, TMRS is a hybrid design instead of a defined benefit plan based on the percentage of salaries such as the City of Dallas. The TMRS plan is cash balanced in nature, meaning it is based on the contributions made by the employee, the matching amount by the City and interest income credited to the employee's account over the employee's career. Mr. Viera provided Corpus Christi Page 13 Printed on 1 2/2 812 01 6 December 20, 2016 CITY COUNCIL MEETING MINUTES ATTACHMENT 4 City Council Meeting Minutes December 20, 2016 MOTION TO RECONSIDER Council Member McComb made a motion to reconsider the motion of direction for Item No. 17 on the December 13, 2016 agenda, seconded by Council Member Vaughn. This motion to reconsider was passed and approved with the following vote: McQueen, Guajardo, Hunter, McComb, Molina, Smith, Vaughn, and Garza, voting' .Aye"; Rubio voting "No` MOTION OF DIRECTION Council Member McComb made a motion directing the City Manager to bid reconstruction projects in both concrete and asphalt, not repair projects, seconded by Council Member Smith and passed unanimously. J. CONSENT AGENDA: (ITEMS 3 - 26) 3. 4. Approval of the Consent Agenda Mayor McQueen referred to the Consent Agenda. Council members requested that items 8, 12, 13, 15, 16, 17, 18 be pulled for individual consideration. City Manager Rose requested that Item 26 be pulled for individual consideration. A motion was made by Council Member Garza, seconded by Council Member Smith, to approve the Consent Agenda. The consent agenda items were passed and approved by one vote as follows: Aye: 9 - Mayor McQueen, Council Member Garza, Council Member Guajardo, Council Member Hunter. Council Member McComb. Council Member Molina, Council Member Rubio. Council Member Smith and Council Member Vaughn Abstained: 0 Appointing Board Members to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation Motion appointing Council Members Dan McQueen, Michael T. Hunter, Joe McComb, Paulette Guajardo, Carolyn Vaughn, Ben Molina, Lucy Rubio, Greg Smith, and Rudy Garza as Board Members to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation. This Motion was passed on the Consent Agenda. Enactment No: M2016-162 Appointing Board Members to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation Motion appointing Council Members Dan McQueen, Michael T. Hunter, Joe McComb, Paulette Guajardo, Carolyn Vaughn, Ben Molina, Lucy Rubio, Greg Smith, and Rudy Garza as Board Members to the Coastal Bend Health Facilities Development Corporation and Corpus Christi Page 4 Printed on 1117120}7 SEPTEMBER 22, 2015 CITY COUNCIL MEETING MINUTES ATTACHMENT 5 City Council Meeting Minutes September 22, 2015 18. First Reading Ordinance - Construction Contract and Construction Materials Testing Contract for Williams Drive Phase 3 from Staples Street to Airline Road (Bond 2012) Ordinance appropriating anticipated revenues; authorizing the City Manager or designee to execute a construction contract with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $8,698,783.50 for the Base Bid; and to execute a construction materials testing contract with Tolunay-Wong Engineers, Inc. of Corpus Christi, Texas in the amount of $112,135 for Williams Drive Phase 3 from Staples Street to Airline Road (BOND 2012). Mayor Pro Tem Vaughn referred to Item 18. Executive Director of Public Works Valerie Gray stated that the purpose of this item is to execute a construction contract with Reytec Construction Resources, Inc. and a construction materials testing contract with Tolunay-Wong Engineers, Inc. for Bond 2012 Street Project, Williams Drive Phase 3 from Staples Street to Airline Road. This project is a joint project with the City of Corpus Christi and the Texas Department of Transportation (TxDOT), which includes: the widening of Williams Drive and the replacement of the existing two-lane asphalt road with a new four -lane concrete road; new 10 -foot wide, combined pedestrian/bicycle paths on both side of the street; the replacement of six RTA pads; and utility improvements. The project is estimated to be completed by February 2017. There were no comments from the public. Council members spoke regarding the following topics: bidding the project with asphalt and concrete (Additive Alternate Nos. 1 and 2); Indication that other projects are being bid with concrete as the lowest bids; and Additive Alternate No. 2 including wastewater lines. 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: 6 - Council Member Garza, Council Member Magill, Council Member McIntyre, Council Member Rubio, Council Member Scott and Council Member Vaughn Absent: 3 - Mayor Martinez, Council Member Riojas and Council Member Rosas Abstained: 0 19. First Reading Ordinance - Appropriating capital proceeds accrued from June 1, 2014 through July 31, 2015 in their respective Capital Improvement Program Funds Ordinance appropriating amounts of (a) $13,184.50; (b) $290,604.57 (c) $484,822.06; (d) $47,395.11; and (e) $192,120.28 into the Airport CIP, Bond Proceed, Utility Revenue Bond, Specialty Bond Proceeds and other Unappropriated Funds, respectively, for the following purposes: City's match for future FAA Grant Projects, Bayfront, Public Facilities, Fire, Police, Public Health and Safety, Sanitary Landfill, Corpus Christi Page 12 Printed on 9/29/2015 BOND 2014 CURRENT AND PROPOSED PAVEMENT RECOMMENDATION ATTACHMENT 6 Street Bond Projects - Pavement Recommendations PROJECT NUMBER PROJECT TITLE Bond STATUS Current Design Proposed Design 113099 Waldron Rd (Airdame Dr to Caribbean Or) Bond 2014 Prop 1 Complete HMAC HMAC E13100 Santa Fe 5t (Elizabeth 5t to Hancock 5t) Bond 2014 Prop 1 Complete HMAC HMAC 113095 Southern Minerals Rd (tip River Rd to iH-37) Bond 2014 Prop 1 Construction PCC PCC E13086 Alameda 5t (Kinney 5t to ligan St) Bond 2014 Prop 1 Construction HMAC HMAC E1S111 North Padre Island Beach Access Road 3A Bond 2014 Prop 2 Construction PCC PCC E13088(E13089 Gollihar Rd (Weber Rd. to Carroll In.) Fiord 2014 Prop 1 Council Award HMAC HMAC 5130137 Galli har Rd (South Staples to Weber Rd) Bond 2014 Prop 1 Council Award HMAC HMAC 015109 Ennis loslin Road Extension (Hotly to Williams) Bond 2014 Prop 7 Cnnec1 Award HMAC HMAC 013092 Ayers St (Alameda 5t to Ocean Dr) Bond 2014 Prop 1 Bidding HMAC HMAC E13096 Yorktown Blvd (Everhart Rd to Staples St) Bond 2014 Prop 1 Pending Bid Both Both (13097 Carroll Lane{Houston St to MCArdie Rd) Bond 2014 Prop 1 Pending Bid HMAC HMAC €13091 Carona Dr (Flynn Pkwy to Everhart Rd) Bond 2014 Prop 1 Pending Bid HMAC HMAC €15122 Creek View Drive Extension Bond 2014 Prop 2 Final HMAC HMAC E15111 North Padre Island Beath Access Road 2 Bond 2014 Prop 2 Pre-FVnal PCC PCC 513099 Old Robstown Rd (Highway 44 to Leopard St) Bond 2014 Prop 1. Pre -Final HMAC HMAC €13093 Yorktown Blvd (Lake Travis to Everhart Rd) Bond 2014 Prop 1 Pre -Final HMAC HMAC 015106 Ayers St- Pedestrian improvements and Turn Lane Bond 2014 Prop 2 75% HMAC HMAC 113094 Staples St (Alameda 5t to Morgan 5t) Bond 2014 Prop 1 60% Both Both (15107 Chaparral Street - Phase 2 (Schatael to Taylor) Bond 2014 Prop 2 30% HMAC Both 115110 Flato Road - Agnes to Bates Bond 2014 Prop 30% HMAC Both E15112 Rodd Field Road Expansion (Saratoga to Yorktown) Bond 2014 Prop 2 30% HMAC Both 133090 Morgan Ave (Staples St to Ocean Dr) Bond 2014 Prop 1 On Ho)4 Both Both PCC HMAC Both Advertised or in Construction AGENDA MEMORANDUM Future Item for the City Council Meeting of March 21, 2017 Action Item for the City Council Meeting of March 28, 2017 DATE: March 2, 2017 TO: Margie C. Rose, 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: Dan Grimsbo, Interim Executive Director of Utilities dang@cctexas.com (361) 826-1718 Jeff H. Edmonds, P.E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Construction Contract City -Wide Water Distribution System Repair and Replacement Indefinite Delivery/Indefinite Quantity Program (Capital Improvement Program) CAPTION: Motion authorizing the City Manager, or designee, to execute a construction contract with CPC Interests, LLC dba Clark Pipeline Services, LLP of Corpus Christi, Texas in the amount of $5,100,000 for the City -Wide Water Distribution System Repair and Replacement Indefinite Delivery/Indefinite Quantity (IDIQ) Program for one (1) year base contract with two (2) optional one (1) year extensions to be approved administratively subject to availability of funding and satisfactory contractor performance. PURPOSE: The purpose of this agenda item is to obtain authority to execute a construction contract for one base year with administrative approval of the two following years subject to conditions of funding and performance. BACKGROUND AND FINDINGS: CIP Description: Programmed Water Line Service Life Extension "This project provides for a strategic lifecycle program replacement and extension of the City's water distribution system (1,368 miles). The program is flexible and provides a systemic approach to extend the service life of the system while enhancing monitoring capability and water quality. Additional benefits will include increased distribution reliability with reduced service outages, and reduced operational costs. A major priority of the lifecycle improvements will maximize CIP investments increasing capacity of the system and deferring unnecessary major upgrades to pump stations and plants. This program is also in response to the City's Street Preventative Maintenance Program (SPMP) and the construction is in a manner of IDIQ delivery orders. Some work will be completed using in-house forces to save on costs where applicable." Project Scope: To implement life cycle improvements for the aging water distribution system, the City developed the Repair and Replacement City -Wide Distribution IDIQ project. The IDIQ provides for contractor bid unit pricing for a comprehensive list of activities to develop the most cost effective solution to a variety of pipe sizes, material types and conditions. The IDIQ construction was developed as a multi-year contract with a one-year base and two optional extensions to be administratively authorized. The IDIQ program is implemented through numerous Delivery Orders (DO) for specific site(s) and scope of work. The work consists of a full spectrum of repair and replacement methodologies including open trenching, pipe bursting, horizontal direct drilling with installation of new pipes, new valves, fittings, fire hydrants, etc. and surface restoration of sidewalks, roadways, landscaping to complete the projects. On February 15, 2017, the City received proposals from four (4) bidders and the respective bids were as follows: CONTRACTOR TOTAL BASE BID CPC Interests, LLC dba Clark Pipeline Services, LLP Corpus Christi, Texas 4,876,501.78 Bridges Specialties, Inc. (NON-RESPONSIVE) Robstown, Texas 4,934,121.30 National Power Rodding Corp. Austin, Texas 8,879,139.63 IPR South Central, LLC Pasadena, Texas 9,268,064.41 Engineer's Opinion of Probable Construction Cost 5,100,000.00 City Staff deemed the bid received from Bridges Specialties, Inc. as non-responsive due to failure of the bidder to submit bid on the correct, required bid form for the project. The City analyzed the four proposals and recommended the project be awarded to CPC Interests, LLC dba Clark Pipeline Services, LLP. Based on a review of Clark Pipeline Services' experience and resources, Clark Pipeline Services, LLP is qualified to provide the construction services for the project. Based on the City's available funds, the total amount of this construction contract is $5,100,000. The construction cost of each DO will be calculated through the contractor unit bid prices. The construction contract is anticipated as a one (1) year base contract, with two (2) optional one (1) year extensions subject to availability of funding and satisfactory contractor performance. The optional contract extension(s) will be administratively authorized by the City Manager or designee based on available funding. The cost of the subsequent contracts is anticipated to be $5.1M each and will be budgeted and paid for through future capital budgets. If all three contract years are authorized, the total cost of this contract is estimated at $15.3M. ALTERNATIVES: 1. Authorize the execution of the construction contract. (Recommended) 2. Do not authorize the execution of the construction contract. (Not Recommended) OTHER CONSIDERATIONS: Urban Engineering is the design engineer selected for this project through Request for Qualifications No. 2012-03 Bond Issue 2012 and CIP Projects. 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 2016-2017 Project to Date Expenditures Current Year Future Years TOTALS Line Item Budget (CIP) 7,450,000 7,450,000 Encumbered / Expended Amount 328,350 328,350 This Item (Base Year) 5,100,000 5,100,000 Future Anticipated Expenditures This Project 907,500 907,500 BALANCE 1,114,150 1,114,150 Fund(s): Water CIP #1 Comments: This project requires approximately 365 days for construction of Year 1 with anticipated completion in April 2018. The construction contract will result in the expenditure of an amount not to exceed $5,100,000. RECOMMENDATION: City Staff recommends approval of a construction contract with CPC Interests, LLC dba Clark Pipeline Services, LLP of Corpus Christi, Texas in the amount of $5,100,000 for the City -Wide Water Distribution System Repair and Replacement IDIQ Program for one (1) year base contract with two (2) optional one (1) year extensions to be approved administratively subject to availability of funding and satisfactory contractor performance. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Form 1295 Letter of Recommendation PROJECT BUDGET ESTIMATE City -Wide Collection System Replacement and Rehabilitation Indefinite Delivery/Indefinite Quantity Program FUNDS AVAILABLE: Water CIP $7,450,000 FUNDS REQUIRED: Construction 5,610,000 Construction Base Contract - Year 1 (CPC Interests, LLC dba Clark Pipeline Services, LLP) THIS CONTRACT 5,100,000 Contingency (10%) 510,000 Construction Testing Construction Materials Testing Estimate 15,000 Desicgn• *Design and Delivery Order Preparation (Urban Engineering) 328,350 15,000 328,350 Reimbursements' 382,500 Contract Administration (Engineering Svcs Admin/Capital Budget/Finance) 149,000 Engineering Services (Project Mgmt/Constr Mgmt) 223,500 Misc 10,000 TOTAL $6,335,850 ESTIMATED PROJECT BUDGET BALANCE $1,114,150 *Contract approved by City Council on June 21, 2016 by Motion No. M2016-065 Morgan Farm Area Odern tJ Sinton Rancho Chico. Del Sol -Loma Linde 181 Taft Doyle Porllend own Petronila Tradewinds Gregory. Falrliar-Couity Ac e5 Cil} Ey I h Aransas Pass Ingleside Ingleside Water Distribution System Repair and Replacement Indefinite Delivery/Indefinite Quantity Program Tierra Grande Chr.pniar Batch stang Bland LOCATION MAP NOT TO SCALE Project Number: E16294 City -Wide Water Distribution System Repair and Replacement Indefinite Delivery/Indefinite Quantity Program CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Carpus Chr sti Engineering City -Wide Water Distribution System Repair and Replacement Indefinite Delivery/ Indefinite Quantity Program Council Presentation March 21, 2017 Project Location Corpus Chr sti Engineering Doyle 1,11. Greg.r3, - Amur, ou, •ts Pron., 1,:sN Water Distribution System Repair and Replacement Indefinite Delivery/Indefinite Quantity Program Project Scope Carpus Chr sti Engineering This contract provides continued construction of the city-wide waterline IDIQ including: ✓ Installation of new waterlines by open trenching, pipe bursting, horizontal directional drilling , or boring; ✓ Installation of new fire hydrants, valves, fittings; ✓ Removal and abandonment of existing waterlines; ✓ Pavement repair and other miscellaneous items; ✓ Construction budget/award $5.1 Million per year Project Schedule Corpus Chr sti Engineering 2017 2018 M J JIAISIOINIDIJ FIMIA Engineering Services Construction Year 1 Project Construction Estimate: 12 Months Schedule reflects City Council construction award in March 2017 with completion planned by April 2018 Documents prepared as a one (1) year base contract with two (2) optional one (1) year extensions to be approved administratively subject to availability of funding and satisfactory performance. s Ethics Commission www.et i cs. state.tx. us Version V1.0.277 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: 2017-170693 Date Filed: 02/2312017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. CPC Interests LLC dba Clark Pipeline Services 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 services, goods, or other property to be provided under the contract. E16294 City Wide Water Distribution System Repair and Replacement 2017 IDIQ Procurement 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. „srxl, DIANNA M SANCHEZ ; ,Notary Public, State of Texas , j My Commission Expires `{ . '' SEPTEMBER 29, 2019. 4 . _. nature of authorized agent of contractin business entity AFFIX NOTARY STAMP / SEAL ABOVE �! ( I /} I Sworno^to and subscribed before me, by the said 0 -ii) ri s1ipher t --'14--r1 this the day of r(ia .2alx I'7 , to certify which, witness my hand and seal of office. r / hr2_ 84r 0 -e -Ate -e,, l an 1 11n.n Signature of officer administers g oath Printed name of officer administeringoath Title of officer administering tering oath s Ethics Commission www.et i cs. state.tx. us Version V1.0.277 tEURBAN ENGINEERING February 24, 2017 Mr. Jeff Edmonds, P.E Director of Engineering Services City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469 Job No.: 33760.66.04 TRANSMITTED VIA EMAIL Re: City Wide Water Distribution System R & R 2017 — IDIQ Procurement (E16294) Dear Jeff, We have reviewed the four (4) bids opened on February 15, 2017 for the above subject project and offer the following comments. The bids ranged from a low bid of $4,876,501.78 to a high bid of $9,268,064.41, with CPC Interests, LLC dba Clark Pipeline Services being the low bidder. Please find enclosed a copy of the Tabulation of Bids, summarizing the proposed bids from each of the four (4) bidders. I. Analysis of Engineer's Estimate and Low Bid: ENGINEER'S ESTIMATE LOW BID DIFFERENCE $5,128,761.94 $4,876,501.78 $252,260.16 (5%) In general, the main reason for the 5% difference between the engineer's estimate and the low bid is that our estimate of the unit costs was higher for the following items: • 6" to 12" Dia. DIP Waterline • 8" to 16" Dia. C900 Waterline by Auger Boring (> 100 -ft) • 6" and 8" Dia. Waterline by Pipe Bursting Front Easement (0 -ft to 500 -ft) • 4" to 16" Dia. Waterline by Pipe Bursting Rear Easement (0 -ft to 500 -ft) • 4" to 16" Dia. C905 Waterline by HDD • Gate valves up 6" to 16" • Fittings • Connections to Existing Water Main • Tapping Sleeves • Fire hydrants • Casing Pipe by Conventional Trenching • Traffic control (361)854-3101 2725 SWANTNER DRIVE CORPUS CHRISTI, TEXAS 78404 www.urbanenq.com TBPE Firm #145 TBPLS Firm #10032400 FAX (361) 854-6001 II. Bid Package: We have reviewed the information submitted by CPC Interests, LLC dba Clark Pipeline Services to satisfy Section 00 45 16 (see attached) of the Contract Documents and note the following: • Based on our conversation with Chris Clark of CPC Interests, LLC dba Clark Pipeline Services, it appears that the contractor understands the major components of the work and the products that we have specified to be used in the project. • CPC Interests, LLC dba Clark Pipeline Services has been working on the City's 2015 IDIQ program so they understand the IDIQ process and will have a crew dedicated to the 2017 program. They also understand that they are to be ready to mobilize a crew to undertake emergency work as noted in the Contract Documents. We also discussed the emergency scenario pricing summarized in the hypothetical scenario as shown in Section C of the Bid Tabulation. CPC Interests, LLC dba Clark Pipeline Services understands that the pricing in this section was only used to obtain the multiplier for emergency delivery orders that will be issued under the contract. • CPC Interests, LLC dba Clark Pipeline Services have listed the following subcontractors, Bay Limited, Tech Con, Highway Barricades, Horseshoe Construction, Bortunco, and Rangeline. These subcontractor will perform the following work for CPC Interests, LLC dba Clark Pipeline Services: o Bay Limited — This subcontractor will be responsible for paving repairs. o Tech Con — This subcontractor will be responsible for the installation of the pipe by horizontal directional drilling (HDD) methods. o Highway Barricades — Will supply traffic control devices for the project. o Horseshoe Construction — This subcontractor will be responsible for installing pipe by pipe bursting. o Bortunco — This subcontractor will be responsible for auger boring and jacking of casing and carrier pipe. o Rangeline — This subcontractor will be responsible for hot -tapping water mains. • CPC Interests, LLC dba Clark Pipeline Services will provide project management, coordination and back up services to these subcontractors. They will also be installing the proposed pipe lines and appurtenances by conventional trenching methods. We contacted several of the City of Corpus Christi project references listed by CPC Interests, LLC dba Clark Pipeline Services in 2015 and generally received favorable feedback regarding their performance. Urban Engineering has also had a favorable experience working with CPC Interests, LLC dba Clark Pipeline Services on the following City projects, 2015 City Wide Distribution System R & R IDIQ (#8610) and Phase 2 of the Padre Island Water and Gas Pipeline Extension (#E10172). Page 2 of 3 III. Recommendation: Based on the information presented above it is the recommendation of Urban Engineering that the subject project be awarded, if the funds are available, to CPC Interests, LLC dba Clark Pipeline Services for a total sum of $5,100,000. This sum is to be awarded in multiple delivery orders over the next 365 calendar days based on the contractor's performance. Sincerely, URBAN ENGINEERING -7)-ce,) f411 -n J. Douglas McMullan, P. E. JDM/ Enclosures xc: Daniel Deng, P. E., Major Projects Engineer, Engineering Services Page 3 of 3 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 21, 2017 Action Item for the City Council Meeting March 28, 2017 DATE: March 1, 2017 TO: Margie C. Rose, City Manager FROM: Dan Grimsbo, Interim Executive Director of Utilities DanG@cctexas.com (361) 826-1718 Interlocal Agreement for soil analysis CAPTION: Resolution authorizing the City Manager or designee to execute an Interlocal Agreement with Texas A&M AgriLife Extension Service for a soil testing program. PURPOSE: This item is to approve the Interlocal Agreement with Texas A&M AgriLife Extension for soil analysis. BACKGROUND AND FINDINGS: As part of the Storm Water Management Program, the Storm Water Public Education and Outreach Plan outlines a component to promote and publicize the proper use, application, and disposal of pesticides, herbicides, and fertilizers. As part of a multi -faceted approach, the Water Utilities Department will coordinate and sponsor soil testing for City of Corpus Christi residents. The City will reimburse Texas A&M AgriLife Extension Service for the soil analysis. This is the sixth year for the soil testing program. ALTERNATIVES: Use private laboratory for soil testing. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Utilities Department - Water FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016- 2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $152,400 $152,400 Encumbered / Expended Amount 75,601 75,601 This item 3,150 3,150 BALANCE $72,451 $72,451 Fund(s): Stormwater Fund Comments: Funding for the interlocal agreement has been approved in the FY 2016-2017 budget. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Interlocal Agreement Storm Water Outreach and Education Plan Resolution authorizing the City Manager to execute an Interlocal Agreement with Texas A & M Agrilife Extension Service for a soil testing program WHEREAS, Texas A & M AgriLife Extension Service 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, Section 791.035 of the Texas Government Code states that a local government and an institution of higher education or university system may contract with one another to perform any governmental functions and services; WHEREAS, Section 791.035 provides that if the terms of the contract provide for payment based on cost recovery, any law otherwise requiring competitive procurement does not apply to the functions and services covered by the contract; WHEREAS, in 2009, the City received its Texas Pollution Discharge Elimination System (TPDES) Permit No. WQ0004200000 from the Texas Commission on Environmental Quality with respect to the discharge from the City's Municipal Separate Storm Sewer System (the "MS4 Permit"); WHEREAS, the City is in the process of renewing its MS4 Permit; WHEREAS, in accordance with its MS4 Permit, and in connection with the City's management of the Municipal Separate Storm Sewer System, the City developed a Storm Water Management Program (the "SWMP"); WHEREAS, in accordance with the SWMP, the City developed the Storm Water Education and Outreach Plan, a public education program to promote and publicize the proper use, application, and disposal of pesticides, herbicides, and fertilizers by public, commercial, and private applicators and distributors; and WHEREAS, the City's Storm Water Public Education and Outreach Plan provides that the City coordinate with the Texas A & M AgriLife Extension Service to sponsor soil testing for City of Corpus Christi residents; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. That the City Manager or designee is authorized to execute an Interlocal Agreement with Texas A & M Agrilife Extension Service for a soil testing program. A copy of the interlocal agreement is on file with the City Secretary's Office. This Resolution shall be and become effective immediately upon and after its adoption and approval. PASSED AND APPROVED this the day of ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Mayor Rudy Garza Paulette Guajardo Michael Hunter Joe McComb Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn INTERLOCAL COOPERATION AGREEMENT BETWEEN TEXAS A & M AGRILIFE EXTENSION SERVICE AND THE CITY OF CORPUS CHRISTI REGARDING SOIL TESTING PROGRAM WHEREAS, Texas A & M AgriLife Extension Service 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, Section 791.035 of the Texas Government Code states that a local government and an institution of higher education or university system may contract with one another to perform any governmental functions and services; WHEREAS, Section 791.035 provides that if the terms of the contract provide for payment based on cost recovery, any law otherwise requiring competitive procurement does not apply to the functions and services covered by the contract; WHEREAS, in 2009, the City received its Texas Pollution Discharge Elimination System (TPDES) Permit No. WQ0004200000 from the Texas Commission on Environmental Quality with respect to the discharge from the City's Municipal Separate Storm Sewer System (the "MS4 Permit"); WHEREAS, the City is in the process of renewing its MS4 Permit; WHEREAS, in accordance with its MS4 Permit, and in connection with the City's management of the Municipal Separate Storm Sewer System, the City developed a Storm Water Management Program (the "SWMP"); WHEREAS, in accordance with the SWMP, the City developed the Storm Water Education and Outreach Plan, a public education program to promote and publicize the proper use, application, and disposal of pesticides, herbicides, and fertilizers by public, commercial, and private applicators and distributors; WHEREAS, the City's Storm Water Public Education and Outreach Plan provides that the City coordinate with the Texas A & M AgriLife Extension Service to sponsor soil testing for City of Corpus Christi residents NOW, THEREFORE, the parties hereto agree as follows: 1. PURPOSE. The purpose of this Agreement is for Texas A & M AgriLife Extension Service to provide Routine Analysis Soil Testing services for City of Corpus Christi residents as further described in Exhibit A. Page 1 of 6 2. STATEMENT OF WORK. Texas A & M AgriLife Extension Service agrees to perform all services as outlined in Exhibit A. 3. PERIOD OF PERFORMANCE. The work described in Exhibit A shall be conducted during the City fiscal year. This agreement shall be effective from the latest date of signatures below and continue until December 31, 2017, unless earlier terminated in accordance with Section 5 below. 4. PRICE AND PAYMENT. A. As compensation for the performance of services and work performed under this Agreement, the City agrees to pay Texas A & M AgriLife Extension Service $7.00 per soil test analysis, not to exceed $3,150 per City fiscal year, which Texas A & M AgriLife Extension Service acknowledges is full cost recovery of all services provided by or thru Texas A & M AgriLife Extension Service under this Agreement. B. The parties agree that all expenditures under this agreement shall be paid with current revenues of the paying party. C. The parties acknowledge that continuation of this agreement beyond City's current fiscal year is subject to annual budget process and appropriation of funds. D. Invoices for compensation shall be submitted to the following address: City of Corpus Christi Attn: Storm Water Division P.O. Box 9277 Corpus Christi, TX, 78469-9277 5. TERMINATION. Performance under this agreement may be terminated by either party with or without cause upon 90 days written notice. 7. NOTICES. All notices to 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 name and address by notice to the other in accordance herewith, and any change shall take effect immediately upon receipt of the notice. Texas A&M AgriLife Extension Service 2147 TAMU College Station, Texas 77843 Page 2 of 6 CITY City of Corpus Christi Attn: Storm Water Division P.O. Box 9277 Corpus Christi, TX, 78469 8. AMENDMENTS AUTHORIZED. The representatives who were authorized to sign this agreement are authorized to execute minor amendments to this agreement, to extend deadlines or minor changes in the scope of work. 9. 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 provision to other persons or circumstances shall not be affected thereby, but shall be enforced to the greatest extent by applicable law. The City and Texas A & M AgriLife Extension Service 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. 10. DISPUTE RESOLUTION PROCESS. 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 11. 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. IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their authorized representative. Page 3 of 6 Texas A&M AgriLife Extension Service By: Name: A• Schulze Title: Ate. � �� �� Date: 31te 11 Page 4 of 6 CITY OF CORPUS CHRISTI ATTEST Rebecca Huerta By: Margie C. Rose City Secretary City Manager APPROVED AS TO FORM: This % day of ! n , 2017 Lisa Aguilar, As For City Attorney IS nt City Attorney Page 5 of 6 EXHIBIT A Description of Routine Soil Test Analysis to be Performed by Texas A&M AgriLife Extension Service The Soil, Water and Forage Testing Laboratory, Department of Soil and Crop Sciences, Texas A&M AgriLife Extension Service will conduct a routine analysis of each soil sample submitted. A Routine analysis checks for pH, nitrate, nitrogen, phosphorus, potassium, calcium, magnesium, sodium, sulfur and Conductivity. Page 6 of 6 STORM WATER PUBLIC EDUCATION AND OUTREACH PLAN Introduction Ever since the City of Corpus Christ received its National Pollution Discharge Elimination System (NPDES) Permit in 1995, Storm Water and other departments have performed public education and outreach to improve water quality. The City's original Storm Water Management Plan described some of these activities. On August 11, 2008, the City received its new Texas Pollution Discharge Elimination System (TPDES) Permit. In order to maximize the flexibility of the new Storm Water Management Plan in regards to public education and outreach, staff decided to create a separate document: the "Storm Water Public Education and Outreach Plan". The function of this external document is to delineate a set of outreach programs performed or to be performed by the City without "freezing" those programs within the confines of the Storm Water Management Plan. By doing so, staff hope that it will be a simpler process to drop those outreach programs which have fulfilled their function or amend those which have not. It will be a simpler process, as well, to add new programs. The inherent ability to modify a document external to the Storm Water Management Plan gives the City the ability to respond more quickly to changes in the community and in regulation as well as budgetary considerations. The "Storm Water Public Education and Outreach Plan" should be considered a "living document." That is, what is presented in Fiscal 2008-2009 captures focus topics that were identified via a telephone survey conducted by Texas A&M — Corpus Christi's Social Science Research Center (SSRC) of the College of Liberal Arts as well as the exigencies of an emerging storm water utility and a new Texas Pollution Discharge Elimination System (TPDES) Permit ("Permit"). Over the course of time, the focus topics in this Plan will change to deal with new areas of concern brought to light from subsequent community surveys as well as changes in Permit requirements or community situations. This document is a tool to assist in developing the particulars for each targeted outreach effort. It is expected that each focus topic will take a period of time to a) develop the outreach materials and b) implement the outreach effort. This outreach effort should have a specific duration of activity, for example, six months, one year, two years, continuously, etc. At the end of the outreach period, an evaluation via survey or other methodology should take place to determine overall effectiveness of the program. The evaluation will determine whether additional modified efforts should take place or whether new focus topics should be addressed. Over time, the focus topics should become more and more specific to targeted audiences. Ultimately, the "Storm Water Public Education and Outreach Plan" will consist of focus topics directed towards service station operators, car wash owners, or other such very specific audiences and problems or issues related thereto. This will, of course, necessitate the use of surveys, inspections or other data - gathering tools in order to identify the issues. Plan Organization The "Storm Water Public Education and Outreach Plan" covers several topics. Each topic begins with a table which summarizes the driving force(s), goals, objectives and methods with which the objectives will be met. As this is a living document, the methods of achieving goals 1 may not represent everything that is actually done. However, they do provide a baseline of ideas for reaching the desired target audiences. As each focus topic is addressed by the Outreach and Education staff, the message(s) and distribution methods will be more fully fleshed out. Following each summary table, information is provided which gives more insight both on what is driving the outreach and education Focus topic and how that program is to be implemented. Finally, a copy of the 2008 Storm Water Survey instrument and survey results is provided. It is anticipated that the City of Corpus Christi Storm Water Survey will be performed approximately every five years. This will allow staff the ability to assess the effectiveness of ongoing outreach and education programs as well as to identify new areas of concern regarding non -point source pollution. It is important that specific questions in the 2008 survey which generate Focus topics be included each time the survey is performed so that trends in response can be determined. 2 FOCUS: TWO SEPARATE DRAINAGE SYSTEMS Driving Force: In FY 09-10, the City will start charging a separate storm water utility fee to finance the City's Storm Water Management Program. Initial survey indicates more than half the population does not know that the storm water system is separate from wastewater drainage system or that storm water runoff is not treated. Goal: Within one year of implementation, increase awareness by more than 75% of the population that there are two separate drainage systems and that storm water runoff is untreated. Objective: Develop and implement a public education program about the two drainage systems. Objective Target Audience Message Format Distribution Responsible Party Evaluation Develop and implement a public education program about the two drainage systems. Utility Customers The storm water system is separate from the wastewater system and storm water is not treated. Tri -fold brochure Via utility bills Storm Water Dept. Post -program survey Viewing public Power Point slide Bulletin Board message — CCTV Subscribers 1/4 page ad Caller -Times Public Tri -fold brochure City website 3 FOCUS: TWO SEPARATE DRAINAGE SYSTEMS Background In a statistically valid telephone survey of Corpus Christi residents performed by SSRC in May 2008, 34.2% of the population thought the City's sanitary sewer system and storm water system flowed through the same pipe Another 20.5% did not know whether or not this condition was true or refused to answer the question (2008 survey question #6). Additionally, nearly 31% of the population believes storm water runoff is treated or do not know if it is or not (2008 survey question #7). Given that potentially 54.7% of the Corpus Christi population does not know that storm water systems are separate from wastewater systems and that storm water runoff is untreated, one of the first steps in the Outreach Plan should be to educate the population on this regard. A person who thinks storm water is treated may behave differently than one who understands the significance of untreated storm water. Simultaneous to the citizen survey, City Council approved an ordinance creating a storm water utility. Previous to this point, the Storm Water Department was part of the Water Fund. Effective with Fiscal Year 2008-2009, Storm Water had its own fund. Separate charges for storm water are expected to begin in August 2009. The Storm Water Department will be able to take advantage of heightened publicity during the charge development stage to further educate the population on the separate storm sewer system (MS4). Goal The goal of this outreach topic is to educate the population so that more than 75% know that the storm water system and the wastewater system are separate. Additionally, the populace will have a better understanding of the structure of the system and how it operates. General information regarding non -point source pollution and storm water runoff will be provided as well. Objective The objective of this Focus topic is to develop a comprehensive public education program regarding the storm water and wastewater systems, focusing on the MS4. The fundamental message is that the storm water system is separate from the wastewater system and that storm water is not treated. Methodology The message of this topic is that the storm water system is separate from the wastewater system and that storm water is not treated. A multi -pronged approach to outreach on this Focus topic will be used. The components will include the following: • Target Audience: Utility customers. Utility customers will receive a brochure with their bills in mid -Fiscal 2008-2009. This brochure will subsequently be available as part of the new -customer information packet at the City's Utility Business Office. This 4 brochure will also be available at Department presentations and exhibits. Duration: 1 month initial mailout, ongoing thereafter. • Target Audience: Viewing public. A simple bulletin board message on the City's closed circuit TV (Channel 20) will be aired during Fiscal 2008-2009 and 2009-2010. Duration: 1 month, repeated a second year. • Target Audience: Subscribers. An advertisement will be developed and published in the Corpus Christi Caller -Times during the latter half of Fiscal 2008-2009. This ad will be repeated every two years. Duration: published one day. • Target Audience: On-line viewers. The brochure developed for utility customers will be posted on the City's website. Duration: ongoing. Evaluation A question regarding the separate systems will be added to the City of Corpus Christi Citizen Satisfaction Survey performed by SSRC. The results of this question will determine whether the outreach program in its entirety or in a modified state needs to be repeated. 5 FOCUS: STORM WATER UTILITY SERVICES Driving Force: In FY 09-10, the City will start charging a separate storm water utility fee to finance the City's Storm Water Management Program. Initial survey indicates that half the population does not understand that they benefit every day from services delivered by the Storm Water Department. Goal: Within one year of implementation, increase awareness by more than 75% of the population of the benefits of storm water services. Objective: Develop and implement a public education program about the utility. Objective Target Audience Message Format Distribution Responsible Party Evaluation Develop and implement a public education program about the utility. Utility Customers You benefit every day from the storm water department's services. Tri -fold brochure Via utility bills Storm Water Department Post - program survey Viewing public Informational short film CCTV Subscribers 1/4 page ad Caller -Times Public Tri -fold brochure City website 6 FOCUS: STORM WATER UTILITY SERVICES Background During the May 2008 Storm Water Survey fully 67.3% of the respondents said they had not personally benefited from storm water services (2008 survey question #33). Given that the population drives on City streets daily and that localized flooding rarely occurs, this seems to demonstrate a significant lack of understanding regarding the range of Storm Water Department services. Given the fact that a separate line item for Storm Water Utility charges will be appearing on utility customers' bills effective August 2009, it is important that citizens understand the benefits for which they are paying. Goal The goal of this outreach topic is to educate the population so that more than 75% knows that they benefit daily from the services of the Storm Water Department. Objective The objective of this Focus topic is to develop a comprehensive public education program regarding the Storm Water Department's services and the use to which collected revenues will be made. In doing so, it is hoped that the populace will understand the value of the storm water utility. Methodology The message of this topic is that citizens benefit every day from the Storm Water Department's services. A multi -pronged approach to outreach on this Focus topic will be used. The components will include the following: • Target Audience: Utility customers. Utility customers will receive a brochure with their December 2008 bills. This brochure will subsequently be available as part of the new -customer information packet at the City's Utility Business Office. This brochure will also be available at Department presentations and exhibits. Duration: 1 time initial mailout, ongoing at UBO. • Target Audience: viewing public. A short informational video will be produced mid - Fiscal 2008-2009 which will be aired several times a week on the City's closed circuit television station (Channel 20) during the spring and summer of 2009. This video will be continued in rotation, but at a less intense level subsequently. Duration: ongoing. • Target Audience: Subscribers. An advertisement will be developed and published in the Corpus Christi Caller -Times during the latter half of Fiscal 2008-2009. This ad will be repeated in Fiscal 2009-2010. Duration: 1 day publishing, repeated a second year. • Target Audience: On-line viewers. The brochure developed for utility customers will be posted on the City's website. Duration: ongoing. 7 Evaluation A question asking if a respondent has personally benefitted from Storm Water Department services will be added to the City of Corpus Christi Citizen Satisfaction Survey performed by SSRC. The results of this question will determine whether the outreach program in its entirety or in a modified state needs to be repeated. 8 FOCUS: POLLUTION PREVENTION TRAINING - OPERATIONS Driving Force: City forces perform functions during the course of daily operations which can lead to significant non -point source pollution. Although each department has its own BMP's, the City does not have a comprehensive training program targeting storm water pollution prevention. Goal: Train employees of each department on ways to recognize, and to prevent, non -point source pollution during routine work. Objective: Develop and implement a department -specific pollution prevention training program City- wide. Objective Target Audience Message Format Distribution Responsible Party Evaluation Develop and City It's our Permit Training In-house Environmental Pre- and implement a Depart- and our program training Services Post -training department- specific ments responsibility. Department & Storm Water evaluations Periodic pollution prevention training program City-wide. Know how your day-to-day operations impact the MS4 and how you can perform your job while minimizing pollution. Department audits 9 FOCUS: POLLUTION PREVENTION TRAINING - OPERATIONS Background City forces perform functions during the course of daily operations which can lead to significant non -point source pollution. Although each department has its own BMP's, the City does not have a comprehensive training program targeting storm water pollution prevention. Implementation Date / Sequence Fiscal year 2009-2010 Goal The goal of this outreach topic is to train employees within specific departments to use nonpolluting practices in their day-to-day operations . Objective The objective of this Focus topic is to develop and implement a department -specific training program City-wide. Methodology The message of this topic is "It's Our Permit and Our Responsibility." City staff needs to know how their day-to-day operations impact the MS4 and how they can perform their jobs while minimizing pollution. • Target Audience: City Departments. A multi -faceted training program will be implemented by the Environmental Services and Storm Water departments. Although the program is yet to be developed, it will include an array of training methodologies such as classroom presentations (with Power Point) and on-site demonstrations with hands-on practice. The program will be designed such that after initial training, departments may request additional training on an as -needed basis. Evaluation Students will receive a "status of knowledge and practices" quiz before training begins. This quiz will be retaken after the training program is completed. Additionally, participating departments will be subject to periodic audits to ensure compliance with best management practices. 10 FOCUS: POLLUTION PREVENTION TRAINING - CONSTRUCTION SITES Driving Force: Commercial construction forces perform functions during the course of daily operations which can lead to significant non -point source pollution. Although each company may have its own BMP's, the City does not have a comprehensive training program targeting storm water pollution prevention. Goal: Train employees of each construction company on ways to recognize, and to prevent, non -point source pollution during routine work. Objective: Develop and implement a pollution prevention training program for construction site inspectors, contractors and operators. Objective Target Audience Message Format Distribution Responsible Party Evaluation Develop and Commercial How to Training Similar to San Storm Water Pre- and implement a sector: properly program Antonio Water Department Post -training pollution contractors conduct a System' s evaluations prevention and site site TPDES Periodic training program for operators. inspection and the Inspector Training inspections construction site inspectors, contractors and operators. City sector: construction inspectors. regulatory expectations of such an inspection. Workshop 11 FOCUS: POLLUTION PREVENTION TRAINING - CONSTRUCTION SITES Background Commercial construction forces perform functions during the course of daily operations which can lead to significant non -point source pollution. Although each company has its own BMP's, the City does not have a comprehensive training program targeting storm water pollution prevention. By having inspectors, contractors and operators of construction sites go through the same training, each party will know exactly what the regulations and expectations are and non- compliance should be reduced. Goal The goal of this Focus topic is to train construction site inspectors and members of the construction industry in the correct way to perform inspections and the regulatory requirements regarding those inspections. Objective The objective of this Focus topic is to develop and implement a pollution prevention training program for construction site inspectors, contractors and operators. Methodology The message of this topic is that developers and contractors need to know how their day-to-day operations impact the City's MS4 and how they can perform their jobs while minimizing pollution and meeting regulations. • Target Audience: Commercial contractors and site operators and City construction inspectors. The City of Corpus Christi will implement a training program based on the San Antonio Water System's "TPDES Inspector Training Workshop" program. Duration: 1/2 day workshops, frequency to be determined. Evaluation Students will receive a "status of knowledge and practices" quiz before training begins. This quiz will be retaken after the training program is completed. Additionally, participating departments will be subject to periodic audits to ensure compliance with best management practices. 12 FOCUS: POLLUTION PREVENTION - BACTERIA Driving Force: According to initial surveys, 20% of the population is not aware that pet waste contains bacteria and adversely impacts storm water runoff which ultimately flows untreated to receiving waters. Goal 1: Change population behavior by increasing awareness of the impact of pet waste on storm water runoff and encourage behaviors that minimize bacteria levels in local water bodies. Goal 2: Increase reporting of wastewater manhole overflows. Objective 1: Alter the way the public cleans up after their pets, picking up and disposing of pet waste properly. Objective 2: Make citizens more aware of wastewater manhole overflows and how/when to report them. Objective Target Audience Message Format Distribution Responsible Party Evaluation 1. Alter the way the public cleans up after their pets, picking up and disposingdoesn't of pet waste properly. Pet owners "Please Pick Up My Poop" Pet waste may be natural, and it may be organic, but that mean it should be left on the ground. Pet waste left on the ground ends up in our waterways after a rain storm. That can make our beaches unsafe for swimming It's up to the pet owner to properly dispose of pet waste. Tri -fold brochure Local pet stores and veterinary offices Storm Water Department Post - program survey City website Park & Recreation Department (dog park) Power Point slide Bulletin Board message - CCTV PSA Cable TV CCTV Billboard (TCEQ) Crosstown Expressway 13 Objective Target Audience Message Format Distribution Responsible Party Evaluation 2. Ropes and Report Flyer Targeted Storm Water Reduction Make citizens more aware of wastewater manhole overflows and how/when to report them. Cole Park neighborhood residents overflows mailout Department in number of unreported overflows 14 FOCUS: POLLUTION PREVENTION - BACTERIA Background In the City's 2008 Storm Water Survey 20% of the participants either did not believe pet waste impacted storm water runoff or did not know/refused to answer the question (2008 survey question #8). Of the 187 participants (43%) that answered the question regarding whether or not they picked up pet waste, 25.7% replied in the "Never / Rarely / Sometimes / Often" ranges (2008 survey question #24). Pet and animal waste, along with illicit discharges of wastewater, is a leading cause of harmful bacteria in receiving bodies of water. Because the City's receiving waters are used for recreational and commercial purposes, it is important to reduce the presence of harmful bacteria and maintain clean water quality. Goal The goal of this Focus topic is to increase the population's awareness of the impact of pet waste on storm water runoff and to encourage behaviors that minimize harmful bacteria levels in local water bodies. Objective The objective of this Focus topic is to alter the way the public cleans up after their pets such that they pick up and dispose of pet waste properly. Methodology The message of this topic is that pet waste may be natural and it may be organic, but it doesn't belong on the ground. Pet waste left on the ground ends up in our waterways after a rain storm. The resulting polluted runoff can make local beaches unsafe for swimming or other recreational activities. It is the pet owner's responsibility to properly dispose of pet waste. • Target Audience: Pet Owners. • The Storm Water Department will use a multi -faceted approach to address this subject: o A brochure directed towards pet owners regarding proper disposal of pet waste will be developed and will be distributed to local pet stores and veterinary offices / hospitals. This brochure will also be given to the City's Park & Recreation Department for use with their dog park program and will be posted on the City's website. This brochure will be continuously available to the public. Duration: ongoing following implementation. o A simple Power Point slide will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). Duration: This message will run continuously. o A Public Service Announcement will be created and will be aired on both cable television and the City's closed circuit television station. The PSA will run 15 continuously on CCTV and will run on a concentrated basis during a two month period every two years. Duration: ongoing following implementation. o A billboard such as the TCEQ "Please Pick Up My Poop" design, will be displayed on Crosstown Expressway and South Padre Island Drive (East of Crosstown Expressway). These billboards will be displayed for a one-month period each during the two-month period that PSA's are running on cable television every two years. Duration: two months. Evaluation Responses to the City of Corpus Christi Storm Water Survey which will take place approximately every five years will be compared. 16 FOCUS: LITTER REDUCTION Driving Force: Regulation prohibits putting anything but rain water into the City's MS4 which goes untreated into receiving water bodies. Goal: Reduce the amount of floatables in the MS4 and in storm water runoff. Objective: Promote awareness of the impact of litter on our local receiving water bodies and stopping litter at the source. Objective Target Audience Message Format Distribution Responsible Party Evaluation Promote awareness of the impact of litter on our local receiving water bodies and stopping litter at the source. Elementary School Children "Keep it clean!" Tex & Dot presentations Elementary school classes Storm Water Department Post - presentation oral quiz Middle School Children Storm Water Curriculum Area Middle Schools In -class testing High School Children Storm Water Curriculum Area High Schools In -class testing Public Billboards High traffic areas or targeted neighborhoods Post -program surveys PSA Cable TV CCTV "Trash Trail" Caller -Times "After the Storm" video CCTV Promotionals & literature Various opportunities Stencils Stenciling events Elementary School Children Anti -litter / anti- pollution Classroom lessons Schools upon request Water Department Teachers' guides City website Reduce, Reuse & recycle Classroom lessons Upon request Elementary School children Reduce, Reuse & recycle Information City website Solid Waste Services Kirby Classrooms & community events Public Educational Literature Community events 17 FOCUS: LITTER REDUCTION Background Federal and State regulations prohibit putting anything but rain into the City's MS4. The City's TPDES Permit specifically requires that the City implement a public education program component with an element to promote and publicize public reporting of illicit discharges or improper disposal of materials, including floatables, into the MS4. Various departments within the City participate in anti -littering outreach and education efforts. This is a long-term part of Solid Waste's recycling program, Water's water quality program, and the Storm Water Department's polluted runoff prevention program. Other departments participate in anti -littering and non -point source pollution outreach, but not through formal programs. For Water, Storm Water and Solid Waste, this focus is continuous and ongoing and constitutes a significant part of the departments' outreach and education efforts. Goal The goal of this Focus topic is to decrease the amount of floatables in the MS4 and in storm water runoff. Objective The objective of this Focus topic is to promote awareness of the impact of litter on our local receiving water bodies and alter public behavior to stop litter at the source. Methodology The message of this topic is "Keep it clean!" The only thing that should flow into the storm drainage system is clean rain water. Target Audience: School children (Elementary, Middle and High School) and the Public. Three utility departments uses different mechanisms to implement education and outreach for this topic. • The Storm Water Department uses a multi -faceted approach to the subject: o The "Keep it Clean" motto and the department's hot line phone number appear on all promotional items, literature, billboards and public service announcements. o The Tex & Dot activity book provided courtesy of the Texas Department of Transportation is used with Elementary School children. o A Storm Water Curriculum will be developed and will be used in area schools. o Outreach materials created by school-age children as a part of the curriculum will be used in the department's public outreach efforts. o Billboards will be placed at strategic locations throughout the City and will be rotated on a routine basis. o Public Service Announcements will be aired on cable television and the City's closed circuit television station (Channel 20). o The "After the Storm" video regarding non -point source pollution will be aired on the City's closed circuit television station. 18 o A full page advertisement/printing of the trash trail will take placed in the Corpus Christi Caller -Times newspaper every five years. o The department will give presentations to local schools, teachers' training seminars and other organizations. o The department will have booths at local community events. o The department will do inlet stenciling events with local organizations. • The Water Department also uses several resources for water quality outreach and education: o Several activity books / curricula are available for use by local schools upon their request. These include Toby Globy, Major Rivers, Water Wise, The Story of Drinking Water, and Splash. o Provide literature on clean water quality at community events. • The Solid Waste Department uses several resources for promoting reducing, reusing and recycling: o Maintain information on City's website. o Use the mechanical mascot Kirby at events. o Provide literature at community events. Evaluation Responses to the City of Corpus Christi Storm Water Survey which will take place approximately every five years will be compared. 19 FOCUS: HOUSEHOLD HAZARDOUS WASTE MANAGEMENT Driving Force: There is a need to promote and publicize the proper management and disposal of used oil and household hazardous wastes. Goal: Promote proper management and disposal of used oil and household hazardous waste. Objective: Educate the public, commercial and private sectors on the proper management and disposal of used oil and household hazardous waste. Objective Target Audience Message Format Distribution Responsible Party Evaluation Educate the public, commercial and private applicators and distributors on the proper management and disposal of used oil and household hazardous waste. Public Dispose of HHW and used oil appropriately. Information City website Solid Waste Services Amount disposed of Educational literature Presentations, booths, etc. PowerPoint Slide Bulletin Board message — CCTV PowerPoint Slide Bulletin Board message — CCTV Storm Water Department Post- program survey Educational literature Presentations, booths, etc. City website 20 FOCUS: HOUSEHOLD HAZARDOUS WASTE MANAGEMENT Background Federal and State regulations prohibit putting anything but rain into the City's MS4. The City's TPDES Permit specifically requires that the City implement a public education program component with an element to promote and publicize the proper management and disposal of used oil and household hazardous wastes. The City's Solid Waste Services Department holds primary responsibility for management of the collection of household hazardous waste, including residential used motor oil. The Storm Water Department provides financial assistance to this effort as well as providing information to the public. Goal The goal of this Focus topic is to promote proper management and disposal of used oil and household hazardous waste. Objective The objective of this Focus topic is to alter peoples' behavior by educating the public and private sectors on the proper management and disposal of used oil and of household hazardous waste. Methodology The message of this topic is to dispose of chemicals properly. A catchy motto will be developed to reflect this message succinctly. • Target Audience: the Public. • The Storm Water Department will use a multi -faceted approach to address this subject: o Two new brochures will be developed in calendar 2009: one for household hazardous waste and one for disposal of used oil. These brochures will also be posted on the City's website and will be available to the public. o Simple Power Point slides will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). These messages will run continuously. o During presentations to the public, or at community events, information will be provided regarding this Focus topic. o Information on proper disposal of household hazardous waste and used motor oil will be provided at workshops for residential sector herbicide, pesticide and fertilizer application, etc. 21 • The Solid Waste Services Department will use a multi -faceted approach to address this subject: o Information regarding the J. C. Elliot Transfer Station will be posted on the City's website 0 o Educational literature regarding household hazardous waste and used motor oil disposal will be made available at community events. o A Power Point slide will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). The message will run continuously. Evaluation Responses to the City of Corpus Christi Storm Water Survey which will take place approximately every five years will be compared. Additionally, information from Solid Waste Services regarding amount of items picked up at the Citizens Transfer Station will be monitored and compared from year to year. If possible, information will be garnered from local used motor oil recycling centers. 22 FOCUS: FERTILIZERS, PESTICIDES & HERBICIDES MANAGEMENT Driving Force: Nearly half the population fertilizes their lawns, but of those the vast, majority has not had their soil tested to determine if fertilizer is even needed. Herbicides are frequently included in fertilizers so these may be applied inappropriately as well. There is a need to promote and publicize the proper use, application, and disposal of pesticides, herbicides, and fertilizers by public, commercial, and private applicators and distributors to minimize the discharge of the substances into storm water runoff. Goal: Minimize the application of chemical fertilizers, herbicides and pesticides and promote natural alternatives Objective: Increase awareness of non -chemical alternatives to herbicides, pesticides and fertilizers and to educate the public, commercial and private applicators and distributors on the proper use, application and disposal of pesticides, herbicides, and fertilizers. Objective Target Audience Message Format Distribution Responsible Party Evaluation Increase awareness of non- chemical alternatives to herbicides, pesticides and fertilizers and to educate the public, commercial and private applicators and distributors on the proper use, application and disposal of pesticides, herbicides, and fertilizers. Homeowners / occupants, homeowners' associations / and apartment / landscape managers Don't weed and feed Workshops (Residential and Commercial) Public facility Storm Water Department Post -workshop survey Bulletin Board message — CCTV Free soil testing Newspaper advertisements Number of redeemed coupons Brochures & literatures Educational literature Presentations, booths, etc. Post -program survey City website Garden Nature's Way with Xeriscape or Earthkind techniques Xeriscape Learning Center and Design Garden Located at Museum Water Dept. & Museum Educational Literature Presentations, booths, etc. Workshop Public facility PowerPoint slide Bulletin Board message - CCTV 23 Objective Target Audience Message Format Distribution Responsible Party Evaluation Increase awareness of non- chemical alternatives to herbicides, pesticides and fertilizers and to educate the public, commercial and private applicators and distributors on the proper use, application and disposal of pesticides, herbicides, and fertilizers. Homeown ers / occupants. The right place at the right time. Know the right way to apply, store and dispose of pesticides, herbicides and fertilizers Workshops - Residential Public facilities Storm Water Department Post -workshop survey Bulletin Board message — CCTV Educationa 1 literature Presentations, booths, etc. Post -program survey City website PSA Cable TV CCTV Commerci al and private applicators and distributors Workshops - Commercia 1 Public facilities Post -workshop survey Educationa 1 literature Targeted mailing City website 24 FOCUS: FERTILIZERS, PESTICIDES & HERBICIDES MANAGEMENT Background Federal and State regulations prohibit illicit discharges and improper disposal into the City's MS4. The City's TPDES Permit specifically requires that the City implement a public education program component with an element to promote and publicize the proper use, application, and disposal of pesticides, herbicides, and fertilizers by public, commercial, and private applicators and distributors. Goal The goal of this Focus topic is to minimize the application of chemical fertilizers, herbicides and pesticides and to promote natural alternatives. Objective The objective of this Focus topic is to increase awareness of non -chemical alternatives to herbicides, pesticides and fertilizers and to educate the public, commercial and private applicators and distributors on the proper use, application and disposal of pesticides, herbicides, and fertilizers. Methodology This Focus topic has three messages: 1) do not weed and feed and use non -chemical means where possible; 2) garden the Xeriscape and Earthkind way; and 3) know the right way to apply, store and dispose of pesticides, herbicides and fertilizers. • Target Audiences: home owners or occupants, homeowners' associations, apartment landscape managers, commercial and private applicators and distributors of pesticides, fertilizers and herbicides. o The Storm Water Department uses a multi -faceted approach to each of the first and third subjects: ■ Do not fertilize / use non -chemical means where possible: • Workshops will be held on a routine basis for both the residential and commercial sectors. • A simple Power Point slide will be created and will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). The message will run continuously. • The department will coordinate with the Texas AgriLife Extension Center to sponsor free soil testing for City of Corpus Christi 25 residents. This will be advertised in the newspaper and in department literature. • A brochure will be created regarding this subject and will include a coupon for free soil testing. This brochure will be made available at all events where the department has a booth or does a presentation. • The brochure will be made available on the City's website and a printable coupon for free soil testing will be developed. • Know the right way to apply, store and dispose of pesticides, herbicides and fertilizers: • Workshops will be held on a routine basis for the commercial sectors. • A simple Power Point slide will be created and will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). The message will run continuously. • A brochure for the residential sector will be created regarding this subject. This brochure will be made available at all events where the department has a booth or does a presentation and will be posted on the City's website. • A Public Service Announcement will be created and will be aired on cable television and on the City's closed circuit television station (Channel 20). • A targeted mailing to the commercial sector will be done that will include a brochure specific to this sector. o The Water Department addresses the Xeriscape gardening message in a multitude of ways: • The Xeriscape Learning Center and Design Garden is maintained at the City's Museum of Natural History. • Educational literature regarding xeriscape gardening is made available at community events. 26 • A Power Point slide is cycled through the City's bulletin board system on its closed circuit television station (Channel 20). The message runs continuously. • A presentation on Xeriscape gardening is given at Storm Water Department -sponsored workshops for the commercial and residential sectors. Evaluation Responses to the City of Corpus Christi Storm Water Survey which will take place every five years will be compared to determine the change in behaviors regarding soil testing, fertilizing, and disposal of chemicals. Additionally, the number of coupons for free soil testing redeemed by the public will be recorded. 27 FOCUS: STORM WATER SAFETY Driving Force: Although initial surveys indicate that a large majority of the population understands that it is never safe to drive through a flooded street or to play in flood waters, this is a public safety message that must be constantly relayed. Goal: Maintain awareness about storm water safety. Objective: Continue the message of storm water safety issues. Objective Target Audience Message Format Distribution Responsible Party Evaluation Continue the message of storm water safety issues. General Public Play it safe: stay out of storm waters. AND National Weather Service's "Turn Around Don't Drown" campaign PSA Cable television Storm Water Department Post - program survey PSA CCTV Viewing public Power Point slide Bulletin Board message — CCTV Subscribers 1/4 page ad Newspaper Ad General public (something) City website 28 FOCUS: STORM WATER SAFETY Background Because of the inherent risks of playing in, or driving through, storm water runoff, it is important that the City continuously remind the public about storm water safety. Goal The goal of this Focus topic is to maintain public awareness of the dangers of storm water runoff and that it is never safe to play in, or drive through, storm water runoff. Objective The objective of this Focus topic is to continue educating the public on storm water safety. Methodology There are two messages to this topic: Play it safe, stay out of storm water, and "Turn Around Don't Drown." • Target Audience: the Public. The Storm Water Department will use a multi -faceted approach to address this subject: o A Public Service Announcement will be developed regarding storm water safety. This PSA will be aired on cable television and on the City's closed circuit television station (Channel 20). Duration: 1 month each year. o A simple Power Point slide will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). This message will run continuously. o A 1/4 page advertisement will be developed and will be printed in the Corpus Christi Caller -Times. Duration: 1 day per year. o The City will implement aspects of the National Weather Service's "Turn Around Don't Drown" program. Evaluation Responses to the City of Corpus Christi Storm Water Survey which will take place approximately every five years will be compared. 29 FOCUS: MINIMIZING OVERGROWTH & SEDIMENT ACCUMULATION Driving Force: The City's curbs and gutters are part of the MS4. City ordinance requires property owners or occupants to keep their abutting curbs, gutters and sidewalks clear of debris, overgrowth and sediment. Goal: Citizens will keep their curbs, gutters and sidewalks clear of overgrowth and sediment. Objective 1: Educate property owners and occupants about the need to keep their curbs & gutters free and clear. Objective 2: Reduce the number of Code Enforcement citations and warnings Objective Target Audience Message Format Distribution Responsible Party Evaluation Educate property owners, tenants and occupants on why they need to keep their sidewalks, curbs and gutters clear of debris, overgrowth and sediment. Property owners, occupants or tenants Keep it clean. Keep it clear. By keeping your sidewalks, curbs and gutters clean and clear, you allow storm water to keep flowing. That reduces the chance of flooding and pooling of water. Informational short film CCTV Storm Water Department Post - program survey PowerPoint Slide Bulletin Board Message - CCTV Brochures Exhibits and presentations Ordinance (and its meaning) City website Code Enforcement citations / warnings for overgrowth, etc. go down in number. Brochure Locations receiving citations or warnings from Code Enforcement Neighborhood Services Number of citations / warnings should go down. 30 FOCUS: MINIMIZING OVERGROWTH & SEDIMENT ACCUMULATION Background The City's curbs and gutters are part of the MS4. City ordinance requires property owners or occupants to keep their abutting curbs, gutters and sidewalks clear of debris, overgrowth and sediment. Goal The goal of this Focus topic is to have citizens keep their curbs, gutters and sidewalks clear of overgrowth and sediment. Objective There are two objectives to this topic. The first is to educate property owners and change their behaviors so that they keep their curbs, gutters and sidewalks clear of overgrowth and sediment. The second objective is to reduce the number of citations and warnings given by Neighborhood Services Code Enforcement officers for this type of ordinance violation. Methodology The message of this topic is to "Keep it Clean, Keep it Clear." By keeping sidewalks, curbs and gutters clean and clear, property owners allow storm water to keep flowing. Free-flowing runoff reduces the chance of localized flooding and pooling of storm water. • Target Audience: property owners, tenants and occupants. The Storm Water Department will use a multi -faceted approach to address this subject: o An informational short film will be developed regarding the ordinance and its importance to the MS4. This film will be aired on the City's closed circuit television station (Channel 20). o A simple Power Point slide will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). This message will run continuously. o A brochure will be developed which describes the ordinance, what is required and why. This brochure will be available in the Neighborhood Services department and will be available at all department exhibits. o A webpage regarding the ordinance will be created and will be posted on the City's website. o Neighborhood Services Code Enforcement officers will be given a supply of these brochures so that they may leave them at the locations where ordinance violations are cited or warned against. 31 Evaluation Responses to the City of Corpus Christi Storm Water Survey which will take place approximately every five years will be compared. Additionally, the number of warnings or citations for violation of the ordinance will be compared from year to year. 32 FOCUS: BRUSH MANAGEMENT Driving Force: Property owners, tenants, and occupants continue to put their brush and bulky trash in the street or overhanging the curb / gutter. This can block storm water runoff, preventing it from freely flowing in the MS4, and thus potentially causing localized flooding. Goal: Property owners, tenants, and occupants will properly place brush and bulky trash in the street / curb / gutter area in accordance with City ordinance. Objective 1: Educate property owners, tenants, and occupants on proper placement of brush and bulky trash in the street / curb /gutter. Objective 2: Reduce the number of Code Enforcement citations and warnings Objective Target Audience Message Format Distribution Responsible Party Evaluation Educate property owners, tenants, and occupants of improper placement of brush and bulky trash in the street / curb /gutter. Property owners, occupants or tenants Keep it clean. Keep it clear. By keeping the streets, curbs and gutters clean and clear, you allow storm water to keep flowing. That reduces the chance of flooding and pooling of water. Informational short film CCTV Storm Water Department Post - program survey Brochures Exhibits and presentations Ordinance (and its meaning) City website Information City website Solid Waste Services Brush pick- up schedule Utility Bills Code Enforcement citations / warnings for brush, etc. in street go down in number. Brochure Locations receiving citations or warnings from Code Enforcement Neighborhood Services Number of citations / warnings should go down. 33 FOCUS: BRUSH MANAGEMENT Background Property owners, tenants, and occupants continue to put their brush and bulky trash in the street or overhanging the curb / gutter. Not only does this allow more leaves and trash to flow into the MS4, but it can block storm water runoff, preventing it from flowing freely in the MS4, and thus potentially causing localized flooding. City Ordinance requires that brush not be placed in the curb or in roadside ditches unless authorized by the Storm Water Director. Goal The goal of this Focus topic is to have property owners, tenants, and occupants properly place brush and bulky trash out for pick up in accordance with City ordinance. Objective There are two objectives to this topic. The first is to educate property owners, etc. and change their behaviors so that they set out their brush and bulky trash in accordance with City ordinance. The second objective is to reduce the number of citations and warnings given by Neighborhood Services Code Enforcement officers for this type of ordinance violation. Methodology The message of this topic is to "Keep it Clean, Keep it Clear." By keeping sidewalks, curbs and gutters clean and clear, property owners keep leaves and debris out of the MS4 and allow storm water to keep flowing. Clear curbs and gutters help to ensure non -polluted storm water runoff and free-flowing runoff reduces the chance of localized pooling and flooding of storm water. • Target Audience: property owners, tenants and occupants. The Storm Water Department will use a multi -faceted approach to address this subject: o An informational short film will be developed regarding the ordinance and its importance to the MS4. This film will be aired on the City's closed circuit television station (Channel 20). o A simple Power Point slide will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). This message will run continuously. o A brochure will be developed which describes the ordinance, what is required and why. This brochure will be available in the Neighborhood Services department and will be available at all department exhibits. o A webpage regarding the ordinance will be created and will be posted on the City's website. 34 o Neighborhood Services Code Enforcement officers will be given a supply of these brochures so that they may leave them at the locations where ordinance violations are cited or warned against. o Solid Waste Services maintains information on the City website regarding proper setout of brush/bulky trash as well as the brush pick-up schedule. Evaluation Responses to the City of Corpus Christi Storm Water Survey which will take place approximately every five years will be compared. Additionally, the number of warnings or citations for violation of the ordinance will be compared from year to year. 35 FOCUS: GRASS CLIPPINGS MANAGEMENT Driving Force: Residential and commercial mowers continue to blow grass into the street and inlets. Goal: Property owners, tenants, and occupants will properly dispose of grass clippings in accordance with City ordinance. Objective 1: Educate property owners, tenants, and occupants on proper disposal of grass clippings. Objective 2: Reduce the number of Code Enforcement citations and warnings Objective Target Audience Message Format Distribution Responsible Party Evaluation Educate property owners, tenants, and occupants on proper disposal of grass clippings Property owners, occupants or tenants and commercial lawn care services In the grass or in the trash! By keeping grass clippings off of the street and out of the inlets, you allow storm water to keep flowing. That reduces the chance of flooding and helps keep water nutrient - free. Informational short film CCTV Storm Water Department Post - program survey Brochures Exhibits and presentations Ordinance (and its meaning) City website Brochure Locations receiving citations or warnings from Code Enforcement Neighborhood Services Number of citations / warnings should go down. Code Enforcement citations / warnings for brush, etc. in street go down in number. 36 FOCUS: GRASS CLIPPINGS MANAGEMENT Background Only 16 out of 345 respondents in the 2008 Storm Water Survey did not indicate that they disposed of grass clippings in an appropriate manner. Anecdotally and observationally, however, improper disposal continues to be a problem. Grass clippings blown into the street or into inlets can clog the storm drainage system, potentially leading to localized flooding. Grass clippings that make it to receiving water bodies can decompose and increase the nutrient level, thus choking fish and water plants. It is important that the public correct their behavior in this regard. Goal The goal of this Focus topic is to have property owners, tenants, and occupants and commercial lawn care services properly dispose of grass clippings in accordance with City ordinance. Objective There are two objectives to this topic. The first is to educate property owners, etc. and change their behaviors so that they dispose of their grass clippings appropriately in accordance with City ordinance. Part of this objective includes publicizing more effectively how the public can report inappropriate grass blowing. The second objective is to reduce the number of citations and warnings given by Neighborhood Services Code Enforcement officers for this type of ordinance violation. Methodology The message of this topic is to "Keep it Clean, Keep it Clear." By keeping grass clippings out of storm drains, runoff can flow freely and there is less degradation of receiving water bodies. • Target Audience: property owners, tenants and occupants and commercial lawn care services. The Storm Water Department will use a multi -faceted approach to address this subject: o An informational short film will be developed regarding the ordinance and its importance to the MS4. This film will be aired on the City's closed circuit television station (Channel 20). o A simple Power Point slide will be cycled through the City's bulletin board system on its closed circuit television station (Channel 20). This message will run continuously. o A brochure will be developed which describes the ordinance, what is required and why. This brochure will be available in the Neighborhood Services department and will be available at all department exhibits. o A webpage regarding the ordinance will be created and will be posted on the City's website. 37 o A billboard will be developed and will be placed at strategic locations throughout the City. o Neighborhood Services Code Enforcement officers will be given a supply of these brochures so that they may leave them at the locations where ordinance violations are cited or warned against. Evaluation Responses to the City of Corpus Christi Storm Water Survey which will take place approximately every five years will be compared. Additionally, the number of warnings or citations for violation of the ordinance will be compared from year to year. 38 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 21, 2017 Action Item for the City Council Meeting of March 28, 2017 DATE: March 21, 2017 TO: Margie C. Rose, City Manager FROM: Dan Grimsbo, Interim Executive Director of Utilities DanG c(�cctexas.com (361) 826-1718 Kim Baker, Assistant Director of Financial Services, Purchasing Division KimB2(c�cctexas.com (361) 826-3169 Supply Agreement for Ferrous Sulfate for Wastewater Plants CAPTION: Motion authorizing City Manager, or designee, to execute a supply agreement with Pencco, Inc., of San Felipe, Texas for the purchase of Ferrous Sulfate ("chemical") in response to Request for Bid No. 1020 based on the lowest, responsive, responsible bid for a total amount not to exceed $290,250.00, with an estimated expenditure of $145,125.00 in FY2016-2017 and funded by the Wastewater Fund. The term of the agreement is for one year with an option to extend for up to four additional one year periods, subject to the sole discretion of the City. PURPOSE: This item is to approve a supply agreement for Ferrous Sulfate for Wastewater Plants. BACKGROUND AND FINDINGS: Ferrous Sulfate is used for industrial and sanitary wastewater treatment applications, due to its high efficiency, effectiveness in clarification, and utility as a sludge dewatering agent. However, the chemical is primarily used for odor control at the lift stations and throughout the collection system. In January of 2017, the Purchasing Division conducted a competitive Request for Bid process to obtain bids for a new contract. The City received one responsive, responsible bid and one no bid, out of 38 notifications issued, and is recommending the award to the lowest, responsive, responsible bidder, Pencco, Inc., of San Felipe, Texas. ALTERNATIVES: None OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Utilities Department — Wastewater FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $2,607,381.03 $145,125.00 $2,752,506.03 Encumbered / Expended Amount $1,721,185.60 $0.00 $1,721,185.60 This item $145,125.00 $145,125.00 $290,250.00 BALANCE $741,070.43 $0.00 $741,070.43 Fund(s): Wastewater Comments: The initial contract term total is $290,250.00, of which $145,125.00 will be funded in FY2016-17. The total estimated contract value will be $1,451,250.00 if all options years are executed. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Supply Agreement Bid Tabulation CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: Lydia Juarez ITEM DESCRIPTION Unit 1 Ferrous Sulfate Gallon 2 Add New Tank Each QTY 300,000 1 3 Move a tank as Directed by the City to a new location (Within a 25 - mile radius) Each 1 4 Turn Ferrous Pump OFF and ON — (One Event is defined as: Bidder turning all requested OFF & subsequently turning all back ON). Event 6 5 Change feed rate at any location selected by City on weekend. Each 6 6 Testing and Report for Ferrous Sulfate Product Specifications nominal concentration(monthly) Each 12 7 Testing and Report for heavy metals (Quarterly) Each 4 8 Unloading Delays Each 20 TOTAL BID TABULATION BID EVENT NO. 1020 Ferrous Sulfate Supply for the Wastewater Plants Pencco PO Box 600, San Felipe, TX 77473 *UNIVAR 8201 S. 212th, Kent, WA 98032 UNIT EXTENDED UNIT EXTENDED PRICE PRICE PRICE PRICE $0.78 $234,900.00 $0.00 $29,750.00 $29,750.00 $0.00 $4,200.00 $4,200.00 $0.00 $750.00 $4,500.00 $0.00 $400.00 $2,400.00 $0.00 $850.00 $10,200.00 $0.00 $675.00 $2,700.00 $0.00 $80.00 $1,600.00 $0.00 $290,250.00 No Bid NOTE: * Bidder submitting a letter of interest before the closing of bid however, was not able to meet requirements at this time and provided a no bid response. SUPPLY AGREEMENT NO. 1020 FERROUS SULFATE SUPPLY AGREEMENT FOR WASTEWATER PLANTS THIS Ferrous Sulfate Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Pencco, Inc. ("Supplier"), effective for all purposes upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Ferrous Sulfate in response to Request for Bid No. 1020 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Supplier's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Supplier agree as follows: 1. Scope. Supplier will provide Ferrous Sulfate in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. In accordance with Attachment A, Supplier will also provide the required tanks for the Ferrous Sulfate and, in the event an additional tank needs to be installed at any time, the City and Supplier will mutually identify and agree on the gallon capacity of the required tank prior to installation. 2. Term. This Agreement is for 12 months. This Agreement includes an option to extend the term for up to four additional 12 -month periods ("Option Period"), provided, the parties do so prior to expiration of the original term or the then -current Option Period. The decision to exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Supplier and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $290,250.00, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Page 1 of 7 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. The City's Contract Administrator for this Agreement is as follows: Name: Joanna Moreno Department: Utilities Department Phone: 361-826-1649 Email: JoannaM@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of City's invoice. 8. Warranty. The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free Page 2 of 7 of liens or encumbrances. In addition, the products purchased under this Agreement shall be warranted by the Supplier or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Supplier be considered an employee of the City. 12. Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid. In using subcontractors, the Supplier is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Supplier. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Supplier and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. Page 3 of 7 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Joanna Moreno Contracts/Funds Administrator, Utilities Department 2726 Holly Rd., Corpus Christi, TX 78415 Fax: 361-826-1715 IF TO SUPPLIER: Pencco, Inc. Attn: Sarah Duff Inside Sales Manager P. O. Box 600 San Felipe, TX 77473 Fax: 979-885-3208 17. SUPPLIER AGREES TO 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 WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED Page 4 of 7 TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON. SUPPLIER MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Supplier written notice of the breach and set out a reasonable opportunity to cure. If the Supplier has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Supplier. The City Manager may also terminate this Agreement upon 24 hours written notice to the Supplier for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Supplier, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Supplier is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement Page 5 of 7 that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement and its attachments B. the bid solicitation document, including addenda (Exhibit 1) C. the Supplier's bid response (Exhibit 2) 22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 23. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 24. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) Page 6 of 7 SUPPLIER Pencco, Inc. Signature: _ 2A a A Printed Name: Sarah Duffy Title: Bid Sec. Date: 1/30/17 CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB No. 1020 Exhibit 2: Supplier's Bid Response City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 7 of 7 Attachment A: Scope of Work 1.1 General Requirements/Background Information A. The Supplier shall provide delivery of Aqueous Solution of Ferrous Sulfite to the City of Corpus Christi at locations listed in this specification. Ferrous Sulfite will be utilized for odor control at wastewater plants. 1.2 Scope of work A. Supply for delivery of Aqueous Solution, as per specifications of Ferrous Sulfate, FeSO4. B. Storage Tanks: 1. Supplier shall provide and install molded, seamless, high density, cross linked, polyolefin tanks, UV resistant or treated fiberglass with a minimum capacity of 4,000 gallons and a maximum capacity of 10,000 gallons, and any necessary related equipment at the delivery locations. 2. The selected Supplier will ensure that there will be no disruptions/interruptions of the current service of Ferrous Sulfite operations when installing new tanks, and will be required to reach out to the current Supplier to develop a plan for a smooth change out of tanks and services. This plan must be submitted and pre -approved by the City Contractor Administrator or Designee prior to any tank removal/installation work commencing. 3. At the end of the contract or at the end of any extension thereof, the Supplier shall remove all storage tanks and chemical pump systems from all locations within two weeks of notification by the City to do so. 4. Each tank shall have one secured man way; and one "U" vent with screened opening. 5. All the tanks shall have a level gauge P.V.C. sight -glass, and maintain P.V.C. sight glass to be readable. 6. Each tank will have filler line located in the top of the tank terminating with a ball valve and cam lock male coupling with a P.V.C. cap. 7. Tanks shall be installed above ground. Page 1 of 8 8. No other type of tank shall be acceptable, unless approved by the Contract Administrator or designee. 9. The Supplier shall conduct safety inspections of the tanks and related equipment prior to initial use of the tanks, and during the life of the contract period according to industry standards and OSHA requirements. 10.Supplier shall provide and install storage containers capable of receiving and storing liquid ferrous sulfate at locations specified by the City. C. Chemical Pump System: 1. One complete chemical pump system shall be supplied for each storage tank. This chemical pump system shall consist of chemical injection pumps with timers and variable feed rates. Both pumps and controls shall be enclosed in a NEMA 4X fiberglass, chemical resistant enclosure. 2. Supplier shall provide and maintain an alternate means of measuring the liquid Ferrous Sulfate delivered to each site in order to verify the quantities listed on the delivery weight tickets. Discrepancies between the weight tickets and the measuring shall be limited to +- 5%. In the case of any discrepancies greater than this limit, the City shall pay for the lesser amount. The metering system shall be subject to approval by the Contract Administrator and shall apply to all deliveries at all sites. Invoices for deliveries which do not have measurement readings verifying the weight tickets will not be paid. 3. The number of tanks and locations and the quantity are subject to change as the need may arise. In case of a location change or if additional tanks are necessary, the supplier shall be ready to move the equipment with fifteen (15) days' notice from the Contract Administrator. 4. The Supplier shall be responsible for the maintenance of all storage tanks, equipment and respective chemical pump systems. Each pumping location shall be serviced as required during continuous operation and as directed by the Contract Administrator. 5. On occasion, it will be requested to cycle a Ferrous Pump off and on due to a broken line or problems at a Lift Station. 6. The Contract Administrator may request for the feed rate to be adjusted, as needed. Page 2 of 8 D. Product Specification: 1. The chemical supplied shall be a liquid Ferrous Sulfate capable of removing hydrogen sulfide, phosphorus, and act as a sludge conditioner; shall contain not less than 0.5 pounds of soluble ferrous iron per gallon, nor more than 0.8 percent of free sulfuric acid expressed as H2SO4; shall be free of organic sulfides or other objectionable odor producing matter. Supplied as follows: Nominal Centration: • Soluble Ferrous Iron % 5.1 or more • Lb./gal of solution 0.5 • MgSO4 % less than 1.0 • TiOSO4 % less than 2.2 • MnSO4% less than 0.3 • Insoluble % less than 2.0 • Free acid as H2SO4, % less than 0.8 • Trace Elements % less than 0.015 Physical Properties: • Specific Gravity 1.17 (9.76 Ib/gal) • Freezing Pt. 28 degrees F (-2 degrees C) • PH 2.0 to 2.5 Heavy Metals: In addition, the chemical shall not contain the following heavy metals (mg/L) in limits which exceed the maximums shown (Samples are to be tested for heavy metals each quarter for the duration of the contract period) and shall include items listed below (In aggregate total of all heavy metals must not exceed 150 mg/I). A report shall be submitted to the Contract Administrator for all quarterly testing: • Arsenic 3.0 • Cadmium 1.5 • Chromium, total 70 • Chromium, hexavalent 0.01 • Copper 10 • Lead 15 • Mercury 0.02 • Nickel 40 • Zinc 50.0 Page 3 of 8 2. Reports shall be submitted during the length of the contract as follows: • Monthly - Items under "Nominal Concentration"; and 1 and 3 listed under "Physical Properties". • Quarterly - Test for heavy metals listed under "Heavy Metals" in this Specification. 1.3 Deliveries: A. Delivered and unloaded into bulk storage tanks located in areas designated by the Contract Administrator. Delivering and off-loading equipment must be in accordance with OSHA and industry standards. B. Delivery Requirements: 1. The Liquid Ferrous Sulfate will be delivered in minimum 4,000 gallons and maximum 6,000 -gallon tank truck loads. 2. Deliveries shall be made between 8:00 a.m. to 4:00 p.m., Monday through Friday excluding holidays unless otherwise instructed by Contract Administrator or designee. Contract Administrator or designee may allow weekend deliveries from 8:00 am. to 12:00 pm. with prior arrangements. The supplier shall notify the Contract Administrator or designee by email and telephone at least 24 hours prior to delivery of product so that a city representative may be on site when the delivery is made. Shipments arriving at times other than those above cannot be off-loaded until the specified unloading times, unless prior arrangements have been made with the Contract Administrator or designee. 3. Deliveries shall be made in Supplier's company trucks and driven by a company driver, which shall have the DOT permit and other State/Federal licenses, if applicable due to liabilities involved in case of accidental spills or other related problems. In the event Supplier wishes to use a properly licensed and permitted commercial carrier, the Contract Administrator must give prior written approval. All DOT permits and State/Federal licenses for the proposed commercial carrier shall be submitted with the request and any approval shall be limited to the commercial carrier whose DOT permit and State/Federal licenses are submitted. 4. The City will not be responsible for any demurrage charges which result from deliveries arriving at any other than the specified time, or from transporters' failure to have all required off-loading equipment present and operating when off- loading is scheduled to begin. A City Representative must be present and sign/date delivery ticket(s); any tickets presented to the City for payment without City Representative signature and date may be denied for payment (All tickets must be original- no faxes accepted). Any unloading delays, which are directly Page 4 of 8 attributable to the City, will be paid for at the unit price bid for "Unloading Delays", rounded to the nearest quarter hour. This amount shall be included with the invoice for payment for that particular load of chemical. The frequency of deliveries is dependent upon the requirement of keeping an adequate inventory of Ferrous Sulfate in all tanks for the proper technical control of Wastewater Hydrogen Sulfides. Replenishment will be on an as needed basis. 5. The number of chemical injection systems that the City may require and their locations are subject to change as the need may arise. Upon contract award, the Supplier shall commence installation of required chemical injection facilities within four weeks of "Notice to Proceed" and complete installation within six weeks of "Notice to Proceed". 6. Each location shall be serviced a minimum of once every two weeks, or more often if deemed necessary by the Contract Administrator or designee. 7. The Supplier shall notify the City of all spills and the Supplier shall also be responsible for proper cleanup and disposal of any spills and all required regulatory reporting of such spills. 8. After initial delivery, liquid ferrous sulfate deliveries shall be continuous to maintain a stable feed supply and ensure that dosing is not interrupted. The Supplier is responsible for scheduling deliveries to point of destination within 24 hours of request for delivery. 9. The Supplier shall have full responsibility to fill and maintain adequate levels of liquid ferrous sulfate in all tanks to keep all pumps running properly at the full range of the pump flow specifications. C. Delivery Locations: City Location Address Current Tank Capacity Wooldridge Lift Station 6610 Wooldridge Rd. (East of Airline Rd. 6000 Fire Station #7 3750 S. Staples (Staples & Doddridge) 6000 Corpus Christi Southside Football League 4700 McArdle (Near the Armory) 6000 Clarkwood North 2000 Clarkwood (Clarkwood & Leopard) 6500 Everhart/Staples Lift Station 780 Everhart 5400 Sacky Lift Station 3200 Sacky Dr. (Off Kostoryz Rd.) 6000 Turtle Cove Lift Station 9547 Blue Jay Street 4000 Arcadia Lift Station 2221 Block of S. Staples (Staples & Kosar) 5000 Page 5 of 8 McBride Lift Station 1200 McBride Lane 5000 Morgan Lift Station 1400 Twelfth St. (Morgan & 12th) 6200 Port & Pearse Lift Station 2306 Pearse Drive (Port & Pearse) 5000 Fire Station Training Center 209 S. Carancahua/Kinney No tank, however want the option Lift Station #5 6528 S. Staples (Saratoga & S. Staples) 5000 Weber's Glenn Lift Station 4051 Aaron Drive 5000 Sharpsburg Lift Station 44412 Sharpsburg RD. 6000 Cimmaron/Yorktown Lift Station 7501 Cimmaron 6000 Note: Tank capacities are listed for information only. D. Special Instructions: 1. A Quarterly meeting shall be held at the City's Wastewater Department located at 2726 Holly Road, Bldg. 8B to discuss all reports, data, charges, effectiveness and recommendations during the course of this contract. Any cost associated to attend this quarterly meeting shall be included as part of this contract or no additional cost will be allowed. Management representative from the Supplier shall be present as directed by the City. 2. During different seasons of the year, the City shall have the right to direct the Supplier to completely shut down the odor control system City Wide (example: during wet weather or extended cold weather in winter). All testing will continue as outlined in the scope. E. Other Requirements: 1. Product to meet AWWA specifications B402-00 for Ferrous Sulfate and the specifications contained herein, with no substitutions. 2. Liquid Ferrous Sulfate shall be produced exclusively from a commercial grade Ferrous Sulfate. 3. The Supplier shall collect one sample of liquid ferrous sulfate from one tank per month as designated by the Contract Administrator. At the Supplier's expense, the collected sample shall be analyzed by a certified independent laboratory approved by the City for compliance with the specifications. A report from the laboratory shall be forwarded to the Contract Administrator or designee as soon as the tests are completed. Failure to meet specifications may result in forfeit of contract. 4. Product exceeding limits for heavy metals must be corrected before next quarterly Test. The City reserves the right to have any non-compliant product remove or order addition testing. City also, reserves the right to terminate the Page 6 of 8 contract, if two consecutive quarterly tests do not meet specification requirements. 5. The Supplier shall submit a Bi -weekly usage report to the Contract Administrator or designee. This report shall include the following minimum information for each delivery site: delivery site name and address, quantities (gallons) delivered, year to date cumulative total in gallons delivered, total gallons used for the week, average daily use for the week in gallons, average daily use for the year, to date, in gallons and maintenance information (i.e. scheduled and unscheduled maintenance). All results shall be submitted on the City's spreadsheet template, which will be supplied by the Contract Administrator or Designee. 6. The results of all required testing will be furnished to the Contract Administrator or designee for approval. Any product not meeting the minimum specifications shall be removed by the Supplier and credit given to the City. The Supplier will pay for all costs related to testing. If specifications are not adhered to, no further deliveries will occur until product meets all City specifications. The Supplier will provide on- site maintenance within 24 hours of request, upon request by the City Work Coordinator(s). 7. Prior to initial use of the storage tanks and chemical pump system by City, and annually thereafter, Supplier shall conduct training seminars for City's operating personnel on application and control of the Liquid Ferrous Sulfate and shall at a minimum include the following: • Basic chemical properties of the Liquid Ferrous Sulfate. • Safety training. • Equipment operation/set-up • Safety Data Sheet 8. The Supplier shall provide proper labeling of all product storage tanks, in compliance with local, State and Federal regulations. 9. The Supplier shall bear the responsibility for the safe delivery and storage of the product into the storage tanks. The Supplier shall be responsible for proper cleanup, disposal of any spills, and any regulatory agency actions, and reporting of spills to the required regulatory agencies. 10. The City reserves the right at City's expense to perform additional testing for each incoming load and the Supplier shall provide required samples at the tank sites to an independent third party laboratory retained and directed by the City. Page 7 of 8 1 1. Supplier shall be required to install a containment berm or structure around each tank for spill preventions and containment purposes. Details for each site shall be submitted to the Contract Administrator or designee for review and approval. 12.Supplier shall affix identification of the Hazardous Material Signs, meeting the NFPA No. 704M requirements on all tanks supplied. 13.Supplier will be responsible for any excessive usage of product resulting from malfunction of metering pump. 14.Supplier will be responsible to supply all Personal Protective Equipment (PPE) for their employees to ensure proper safety during deliveries or when working on equipment. 1.4 Work Site and Conditions A. The work shall be performed at the locations provided in this document. B. The Supplier must notify a City Representative when on site for delivery, maintenance or other work. C. All PPE must be supplied and used by the Supplier and their employees. D. If damages to city equipment and/or a contract employee is injured when onsite a city representative must be notified immediately. 1.5 Supplier Quality Control and Superintendence A. The Supplier shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Supplier will also provide supervision of the work to insure it complies with the contract requirements. Page 8 of 8 Date: 1/30/17 Attachment B: Bid/Pricing Schedule CITY OF CORPUS CHRISTI BID FORM PURCHASING DIVISION FB No. 1020. Ferrous Sulfate Authorized Bidder: Pencco, Inc. Signature: PAGE 1 OF 2 Sarah Duffy, Bid Sec.I/ 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices; b. Bidder is an Equal Opportunity Employer; and the Disclosure of Interest information on file with City's purchasing office, pursuant to the Code of Ordinances, is current and true. b. Bidder is current with all taxes due and company is in good standing with all required governmental agencies. c. Bidder acknowledges receipt and review of all addenda for this RFB. d. This includes tanks and supporting systems as per the specification. Item Description UNIT QTY Unit Price Total Price 1 Ferrous Sulfate Gallon 300,000 $0.783 $234,900.00 2 Add New Tank Each 1 $29,750.00 $29,750.00 3 4 Move a tank as Directed by the City to a new location (Within a 25 -mile radius) fuin 1-emous Pump U-1- and ON - (Cne Event is defined as: Bidder turning all requested OFF & subsequently turning all back ONI. Each kveill 1 6 $4,200.00 $750.00 $4,200.00 $4,500.00 RFB Template 10.10.16 Page 25 of 24 5 Change feed rate at any location selected by City on weekend. Each 6 $400.00 $2,400.00 6 Testing and Report for Each 12 $850.00 $10,200.00 Ferrous Sulfate Product Specifications nominal concentration (monthly) 7 Testing and Report for heavy metals (Quarterly) Each 4 $675.00 $2,700.00 8 Unloadin • Dela s Hour 20 $80.00 $1,600.00 Total $290,250.00 Attachment C: Insurance Requirement SUPPLIER'S LIABILITY INSURANCE A. Supplier must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Supplier must not allow any subcontractor, to commence work until all similar insurance required of the subcontractor has been obtained. B. Supplier must furnish to the City's Risk Manager and Contract Administrator 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 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 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'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory and complies with Part 11 of this Exhibit. $500,000/$500,000/$500,000 POLLUTION LIABILITY (Including Cleanup and remediation) $1,000,000 Per Incident Limit $1,000,000 Aggregate C. In the event of accidents of any kind related to this contract, Supplier 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, Supplier 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Supplier is not domiciled in the State of Texas. B. Supplier shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Supplier'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. Supplier shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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. Supplier 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, Supplier shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Supplier'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 Supplier'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 Supplier to stop work hereunder, and/or withhold any payment(s) which become due to Supplier hereunder until Supplier demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Supplier may be held responsible for payments of damages to persons or property resulting from Supplier's or its subcontractor's performance of the work covered under this contract. It is agreed that Supplier'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. 2017 Insurance Requirements Utilities Delivery of Ferrous Sulfate and Services to Include Use of Tanks 03/13/17 sw Risk Management Attachment D: Warranty Requirements No warranty requirements are needed for the supply agreement Form St provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 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: 2017-175993 Date Filed: 03/08/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Pencco, Inc. San Felipe, 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 services, goods, or other property to be provided under the contract. RFB 1020 Supply of Ferrous Sulfate 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. /} �/{ ii .USS/ I t i 41 + + + " JENNIFER LYNN MATURA ") Notary Public, State of Texas _• !''' = •• E Notary ID # 12934467-2 .: 1\ :. r My Commission Expires .°4' March 13, 2421 ► (Th l� r Signature of authori a eta of contracting business entity -1- 6 this the day of 'Mar Ct r, + AFFIX Sworn 20 NOTARY STAMP / SEAL ABOVE to and subscribed before me, by the said 5 -link NA I -7 , to certify which, witness my hand and seal of office. I -re (`, Printed name of officer administering f cr u 9,Jain oath Title of officer admintAtering oath ^ S'+nature of officer administering oath Form St provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 AflUTAM 1L,1YJC1331111143t z‘x,31" in 9162 ,aii-Jugyl6ioIi fi_ c-ca4te:t n i, visrow e9iiqx3 noizaimmol yM isot EI tblsM AGENDA MEMORANDUM Future Item for the City Council Meeting of March 21, 2017 Action Item for the City Council Meeting of March 28, 2017 DATE: March 21, 2017 TO: Margie C. Rose, City Manager FROM: Jim Davis, Director of Fleet Maintenance jimd@cctexas.com (361) 826-1909 Dan Grimsbo, Interim Exective Director of Utilities DanG@cctexas.com (361) 826-1718 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2@cctexas.com (361) 826-3169 Lease -Purchase of Two Vactor and One Vacall (Body and Chassis) Combination Sewer Trucks for Wastewater CAPTION: Motion authorizing the City Manager, or designee, to lease -purchase two Vactor combination sewer trucks and a Vacall chassis for combination sewer truck (for Vacall body listed below) from Houston Freightliner, of Houston, Texas, based on the cooperative purchasing agreement with Houston -Galveston Area Council, and one Vacall body for a combination sewer truck from Waukesha -Pearce Industries, Inc., of Houston, Texas, based on the cooperative purchasing agreement with Texas Local Government Purchasing Cooperative, dba BuyBoard; for a total amount not to exceed $1,167,613.39, with an estimated expenditure of $77,774.20 in FY2016-2017. PURPOSE: This item is to approve the lease -purchase of two Vactor and one Vacall combination sewer trucks for the Wastewater Collection System crew in the Utilities Department. BACKGROUND AND FINDINGS: This lease -purchase is for three combination sewer trucks to be replaced and auctioned. Two of the three trucks are the Vactor combination sewer trucks and will be leased - purchased from Houston Freightliner. The first truck was purchased in 2005 and has 11,000 hours of service. At this point, the life to date maintenance cost equals the original service cost of $230,000.00. Since 2005, purchase prices have gone up. The second truck was purchased in 2008 and has 10,300 hours of service. Life to date maintenance costs are $192,700.00. Recently maintenance costs have started to ramp up for this unit. The third truck is the Vacall combination sewer truck, and is a split lease -purchase between two vendors. The chassis will be purchased from Houston Freightliner. The body for the Vacall will be purchased from Waukesha -Pearce Industries. Waukesha -Pearce will assemble the chassis and body for a final product of one combination sewer truck. The third replaced sewer truck was purchased in 2009 and has 10,600 hours of service. Life to date maintenance costs are $205,000.00. It is critical to the operations of the Wastewater Division for these combination sewer trucks to be available and in reliable performing conditions 24 hours a day, year-round and generally last about six years before maintenance costs start increasing. We have operated these trucks well past that point. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Financing for the lease -purchase of the two Vactor and one Vacall combination sewer trucks are based on a sixty -month term with an estimated interest rate of 3.25% for an annual estimated payment of $223,322.60. The total estimated cost over the five-year period, including principal of $1,075,417.81 and interest of $91,195.58 is $1,166,613.39. A not to exceed tolerance of $1,000.00 has been added to the interest amount to allow for the possible fluctuation of the interest rate for a total not to exceed of $1,167,613.39. Total Lease -Purchase from Houston Freightliner: Total Lease -Purchase from Waukesha -Pearce Industries: Total Allowable Interest for Lease: Total Allowable for Interest Fluctuation: Grand Total: $824,430.00 $250,987.81 $91,195.58 $1,000.00 $1,167,613.39 CONFORMITY TO CITY POLICY: This lease -purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Utilities FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $131,940.91 $1,089,839.19 $1,221,780.10 Encumbered / Expended Amount $35,928.92 $0.00 $35,928.92 This item $77,774.20 $1,089,839.19 $1,167,613.39 BALANCE $18,237.79 $0.00 $18,237.79 Fund(s): Wastewater Comments: Delivery of the two Vactor and one Vacall combination sewer trucks are scheduled during FY2016-2017. The annual estimated payment for this lease -purchase is $233,322.60 of which $77,774.20 is budgeted in FY2016-2017 by the Utilities Department for four months of payments. The remaining lease -purchase payments will be requested in future years during the normal budget process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: ROBERTA ORTIZ PRICE SHEET VACTOR and VACALL SEWER TRUCKS H -GAC HT06-16 BUYBOARD 515-16 ITEM DESCRIPTION QTY. UNIT Houston Freightliner Houston, Texas Waukesha -Pearce Industries, Inc. Houston, Texas UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE 2018 Freightliner 114SD vactor sewer 1. truck 2 EA $358,763.00 $717,526.00 2018 Freightliner 114SD vacall sewer 2 chassis 1 EA $105,404.00 $105,404.00 3 H -GAC Order Processing Charge 1 EA $1,500.00 $1,500.00 4 Vacall AJV 1215 body for a sewer truck 1 EA $250,987.81 $250,987.81 Leased -Purchase Cost: Total Lease -Purchase Cost: $1,075,417.81 Total Estimated Allowable Interest for Lease: $92,195.58 Grand Total: $1,167,613.39 $824,430.00 $250,987.81 Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 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: 2017-159523 Date Filed: 01/30/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Houston Freightliner, Inc 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 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 services, goods, or other property to be provided under the contract. 40432 2018 Freightliner M2-112 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. 0 6 AFFIX Sworn 20 I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. a+ `"� '., p.1' DIANA SALAZAR ` rF. Notary Public. State of !ems ', MY Commission Exvires 6 ` ... ..;tz : ,�••`' October 19, 2019 ct NOTARY STAMP / SEAL ABOVE to and subscribed before me, bythe said 17 . to certify which, witness my hand and Signature of authorized agent of con : cling business entity �(h r' 'cu'"rilitv 3D , , this the day of Wilf seal of office. pct - a 2 r q Z_ae ignature of officer administering oath Printed name of officer administering oath Title of officer adrffinistering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 21, 2017 Action Item for the City Council Meeting of March 28, 2017 DATE: March 21, 2017 TO: Margie C. Rose, City Manager FROM: Jim Davis, Director of Fleet Maintenance iimdcctexas.com (361) 826-1909 Mike Markle, Police Chief M ikeMa(c�cctexas.com 361-886-2601 Kim Baker, Assistant Director of Financial Services -Purchasing Division KimB2 c(�cctexas.com (361) 826-3169 Purchase of Police Vehicles and Upfitting Equipment CAPTION: Motion approving the purchase of 23 police vehicles from Caldwell Country Ford dba Rockdale Country Ford, from Caldwell, Texas and the upfitting equipment from Cap Fleet Upfitters from Temple, Texas, based on the cooperative purchasing agreement with Texas Local Government Purchasing Cooperative, dba BuyBoard for the total amount not to exceed $1,034,360.16. Funds have been approved for FY2016-2017. PURPOSE: This item is to approve the purchase of 23 police vehicles and upfitting equipment for the Police Department. BACKGROUND AND FINDINGS: The Police Department currently has a requirement for 74 marked patrol units backed up by 18 spare units to fill in when one of the 74 units is being serviced or repaired. Of these 92 total vehicles, 31 are at or approaching the end of their service lives of 4 years or 120,000 miles). This is normal in that one third of the active Police marked unit fleet is normally replaced annually. The 23 units to be purchased are the first of a two-stage buy process, and are replacements for vehicle that will be auctioned. The second -stage purchase will occur as soon as adequate funding is identified to complete the purchase. It is anticipated the second stage will consist of approximately 12 marked units. Due to the increased use of Ford Utility Interceptors, it is necessary to purchase 37 upfitting kits in order to place these units in service at the appropriate time and replace equipment on existing fleet. For information, upfitting is the term used to describe everything that goes in a Police Marked unit so that it may function properly. Fleet Maintenance Services Department will be able to re -use the computers, cameras and radios for all of the existing units however; the remaining equipment that must be purchased includes such items as lights, full compartment partitions, sirens, push bumpers, and center console keyboard mounting plates, etc. The standard cost to upfit an individual unit is over $9,000.00. ALTERNATIVES: No alternatives OTHER CONSIDERATIONS: The 23 2017 Ford Police Interceptor Law Enforcement Support Utility vehicles will be purchased from Rockdale Country Ford for a total cost not to exceed $697,001.00. The upfitting equipment being purchased from Cap Fleet Upfitters will upfit the 23 new police vehicles and will serve as replacement parts for existing fleet, for a total cost not to exceed $337,359.16. Total purchase from Caldwell Country Ford: Total purchase from Cap Fleet Upfitters: Grand Total: CONFORMITY TO CITY POLICY: $697,001.00 $337,359.16 $1,034,360.16 This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Police and Fleet Maintenance Services FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $3,775,648.29 $0.00 $3,775,648.29 Encumbered / Expended Amount $1,910,726.06 $1,910,726.06 This item $1,034,360.16 $0.00 $1,034,360.16 BALANCE $830,562.07 $0.00 $830,562.07 Fund(s): Fleet Maint Svc and CC Crime Control Comments: None RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet — Police Vehicles Price Sheet — Police Vehicle Upfitting CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: ROBERTA ORTIZ ITEM DESCRIPTION QTY. UNIT PRICE SHEET POLICE VEHICLES TLGPC CONTRACT 521-16 CALDWELL COUNTRY FORD DBA ROCKDALE COUNTRY FORD CALDWELL, TEXAS UNIT PRICE EXTENDED PRICE 1 2. 2017 Police Interceptor Utility AWD BuyBoard Fee 23 1 EA EA $30,287.00 $400.00 $696,601.00 $400.00 Total Price $697,001.00 CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: ROBERTA ORTIZ ITEM DESCRIPTION QTY. UNIT 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 33. Center Section Push Bumber Dual Compartments, Pro -cell, Full Partition Stud Mount Micron Red Stud Mount Micron Blue Vertex Super -LED Split Red/Blue D T -rail Mount 2 Univ Loks with #2 Key T -Rail Free Standing Mount Kits Inner Edge XLP 10 -LT Explorer Outter Edge 6LT Micron Explorer ION Mirror -Beam Explorer R/B M4 LED Flasher Blue/Red M4 Series Flange Black Smoked Lens Duo with Carbide Cencom, Speaker and Bracket Cencom Sapphire Siren System SA315P Speaker, Black Plastic Ford Expedition Hardwire Center Console for 2015-2016 and up Extinguisher Box Bracket Plastix Plus Level 3 Tilt -up 40" X 32" cargo mount Level III, 2 Drawer Ply Vault Simplex Push Button Lock 2219 D -Trail Mount 2 Univ Locks T -Rail Free Standing Mount Kits Keyboard Mounting Plate for Datalux Monitor Adapter Plate Assembly Quick Release Pull Out Design for Keyboard CenCom, MPC -03 Summit Remote, 5300 Installation labor Shop Supplies Inspection Shipping and Handling 37 36 37 37 74 34 1 2 2 2 74 74 35 2 2 37 37 36 2 2 1 2 1 6 6 37 37 37 37 37 37 37 37 1 EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA EA PRICE SHEET POLICE VEHICLE UPFITTING EQUIPMENT TLGPC CONTRACT 432-13 CAP FLEET UPFITTERS TEMPLE, TEXAS UNIT PRICE EXTENDED PRICE $319.00 $11,803.00 $2,321.90 $90.48 $90.48 $83,588.40 $3,347.76 $3,347.76 $69.00 $5,106.00 $321.75 $126.75 $580.16 $570.64 $237.00 $131.04 $5.34 $2,265.00 $728.72 $188.00 $126.75 $650.00 $89.00 $890.00 $245.00 $2,077.00 $54.50 $329.00 $321.75 $118.30 $65.42 $43.37 $146.27 $22.94 $22.94 $1,850.00 $60.00 $30.00 $2,840.00 $10,939.50 $126.75 $1,160.32 $1,141.28 $474.00 $9,696.96 $395.16 $79,275.00 $1,457.44 $376.00 $4,689.75 $24,050.00 $3,204.00 $1,780.00 $490.00 $2,077.00 $109.00 $329.00 $1,930.50 $709.80 $2,420.54 $1,604.69 $5,411.99 $848.78 $848.78 $68,450.00 $2,220.00 $1,110.00 $2,840.00 Total Price $337,359.16 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 21, 2017 Action Item for the City Council Meeting of March 28, 2017 DATE: TO: FROM: March 21, 2017 Mayor Pro Tem and Council Rebecca L. Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Amendments to Council Policies CAPTION: Resolution amending City Council Policy Section 16 to reduce the number of City Council Members required to place an item on the agenda or to call a special or workshop meeting from at least five members to four members; and to update said policy regarding regular meeting time. PURPOSE: To amend Council Policies Section 16 to reduce the number of council members required to place an item on the agenda or to call a special or workshop meeting from at least five members to four members; and to update said policy regarding regular meeting time. BACKGROUND AND FINDINGS: Council Policies, Section 16.a.1. states the City Council shall meet in regular session at 2:00 p.m. each Tuesday, except that, in order to maximize efficiency and use of resources, it shall not meet the first Tuesday each month unless requested by the Mayor, five Council Members, or the City Manager. Section 16.a.4. states that "special and workshop sessions may be called by the Mayor, a majority of the City Council, and the City Manager". Section 16.d. states that "the City Council agenda will be prepared and assembled jointly by the City Manager and the City Secretary in a format consistent with the Open Meetings Act, subject to modification by Council directive. Items may be placed on the agenda by the Mayor, City Manager, or at least five members of the City Council who shall confirm their request with the office of the City Secretary. A member wishing to place an item on the agenda shall notify the City Secretary who shall inquire of the other members whether they wish to join the request." Based on a legal analysis and an informal survey of best practices in other cities, staff is recommending that the minimum number of council members required for both actions be reduced from five to four members. Requiring less than a majority ensures adherence to the Open Meetings Act. It is also recommended that the time at which the City Council shall meet in regular session, as set out in the policy, be updated from 2:00 p.m. to 11:30 a.m. to reflect the actual time the city council meets. CONFORMITY TO CITY POLICY: City Charter EMERGENCY / NON -EMERGENCY: Non -Emergency. DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Q Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): RECOMMENDATION: Staff recommends approval of the resolution. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution amending City Council Policy Section 16 to reduce the number of City Council Members required to place an item on the agenda or to call a special or workshop meeting from at least five members to four members; and to update said policy regarding regular meeting time Now, therefore be it resolved by the City Council of the City of Corpus Christi, Texas, as follows: SECTION 1. That City Council Policy 16 is amended to read as follows. 16 - Conduct of meetings; rules of procedure. a. Time and Place of Meetings. 1. The City Council shall meet in regular session at 2:00 p.m.11:30 a.m. each Tuesday, except that, in order to maximize efficiency and use of resources, it shall not meet the first Tuesday each month unless requested by the Mayor, fivc Council Members, or the City Manager, or four members of the City Council. The time for a regular meeting may be changed as deemed advisable by Council. 2. Regular meetings shall be held at City Hall or another governmentally owned place within the City. 3. Special and workshop sessions may be held in any public place. 4. Special and workshop sessions may be called by the Mayor, a majority of thc Council, the City Manager, or four members of the City Council. b. Workshop Meetings. A workshop session is a meeting for the sole purpose of gathering information or discussing public business without taking action. In the event a workshop session is scheduled on the same day as and prior to a regular or special session, no discussion shall be held at the workshop of items previously scheduled for such regular or special session. c. Open Meetings. The Council shall conduct all meetings in accordance with the Texas Open Meetings Act. d. Agenda. The City Council agenda will be prepared and assembled jointly by the City Manager and the City Secretary in a format consistent with the Open Meetings Act, subject to modification by Council directive. Items may be placed on the agenda by the Mayor, City Manager, or at Ic\ast fivcfour members of the City Council who shall confirm their request with the office of the City Secretary. A member wishing to place an item on the agenda shall notify the City Secretary who shall inquirc of thc othcr members whether they wish to join the request. The City Secretary may place presentations, items of a ceremonial nature, Board, Commission and Committee appointments, and items affecting his office on the agenda. The subject matter of agenda items shall be subject to Council action, unless the item is limited to discussion. Page 1 e. Presiding Officer. The Mayor, Mayor Pro Tem, or other presiding officer shall have the power and duties usually incumbent on a presiding officer. All questions of order shall be decided by the presiding officer, subject to appeal to the Council. f. Recess of Meeting. Any meeting may be recessed (continued) one or more times to a time and place specified by the presiding officer prior to recess. No regular session may continue in recess to a time after the convening of the next regular meeting of the Council. g. Order of Business. The order of business shall be that set forth in the agenda unless modified by the Mayor or a majority of Council present and voting. On any item for which the Council permits public comment, time limitations may be set on an equitable basis. h. Recognition of Council Members. Council Members will not interrupt one another, and will speak only when recognized by the presiding officer. The presiding officer will recognize Council Members to speak in the order of their electronic request. i. Seconding Motions. Motions shall require a second, except if the wording of the motion appears on the agenda. j. General Duties of City Secretary. The City Secretary shall act as clerk of the Council, shall accurately keep the minutes and all other records required by law to be kept of Council proceedings, and shall make all publications and notices required by law. k. Record Vote. The ayes and nays shall be taken upon the passage of all ordinances or resolutions and entered in the minutes. Any member may request that the ayes and nays be taken on a motion and same shall be recorded. The order in which Council Members vote will rotate from meeting to meeting. I. Quorum. A majority of the Council Members holding office constitutes a quorum. m. Vote Required for Passage. Except as otherwise required by law for a particular matter, final passage of an ordinance or resolution shall require the affirmative vote of a majority of all Council Members holding office, and other matters shall require a majority of Council Members present and voting. n. Motion to Reconsider. Any member of the Council who voted with the prevailing side on any question may move its reconsideration no later than the next regular meeting; reconsideration shall require a two-thirds vote of the Council. The fact that a failed action is subject to such motion being made at the next regular meeting does not prevent it from being brought up as new business at or before the next regular meeting. o. Motion to Table. To "table" shall mean to postpone until a later Council meeting. If the motion to table or postpone specifies a particular time, the matter shall be placed on the Council agenda for that date unless the Mayor or Council subsequently directs differently. If the motion does not specify a particular time, the matter shall be placed on the Council agenda when requested in accordance with general procedures for agenda items. The pendency of a tabled motion shall not prevent the Council from considering the same matter as new business. Page 2 p. Applicability of Robert's Rules of Order. The most current edition of Robert's Rules of Order shall govern Council proceedings, unless in conflict with these rules or other law. Provided, however, Council's failure to comply with Robert's Rules of Order shall not invalidate any Council action. Suspension of Rules. Any of the rules prescribed in this Section 16 may be suspended by a majority vote of all Council Members qualified to vote. r. Disorderly Conduct. For a City Council Member's violation of the Rules of Decorum which it finds to seriously disrupt a meeting, or for a City Council Member's violation which occurs after repeated warnings from the presiding officer, the Council may assess a civil penalty for violation not to exceed $25.00, as authorized by Article II, Section 10 of the City Charter. The City Manager shall cause the amount penalized to be deducted from the Council Member's next paycheck. q. (Res. No. 21901, § 1, 3-22-1994) Corpus Christi, Texas of The above resolution was passed by the following vote: Mayor Rudy Garza Paulette Guajardo Michael Hunter Joe McComb Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn Page 3 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of March 21, 2017 Second Reading Ordinance for the City Council Meeting of March 28, 2017 DATE: TO: March 10, 2017 Margie C. Rose, City Manager FROM: Steven Viera, Director of Human Resources stevev@cctexas.com 361-826-3445 Ordinance Amending Code of Ordinances, Chapter 39, Personnel Article III Employment Compensation and Classification System Section 39-303(a) and (e) CAPTION: Ordinance amending the Corpus Christi Code of Ordinances Chapter 39 Personnel Article III Employee Compensation and Classification System Section 39-303 (a) and (e) by eliminating Pay Plan 400 to allow moving the Police Commander and Assistant Chief positions to the Pay Plan 200 repealing conflicting ordinances and rules; providing for effective date and providing for severence. PURPOSE: Update the Corpus Christi Code of Ordinances to allow for progression steps and address the issue of salary compression within the Police Commander and Assistant Chief positions. Currently the Police Commander and Police Assistant Chief positions are in the Pay Plan 400 which is stagnant and does not include progression steps. BACKGROUND AND FINDINGS: The issue of maintaining a differential between the highest paid Police Captain and the position of Police Commander and Police Assistant Chief has been a neglected issue for quite a few years. Currently the Police Commander and Police Assistant Chief positions are in the Pay Plan 400 which is stagnant and does not include progression steps. Pay Plan 400 only includes Police Commander and Police Assistant Chief positions and no others. The same and similar positions to Police Commander and Police Assistant Chief are those in Fire (Battalion Chief, Assistant Chief and Deputy Chief) which are in a play plan that includes progressive step increases. The recommendation is to eliminate Pay Plan 400 in order to move both positions (Police Commander and Police Assistant Chief) into the 200 plan which will provide for the progressive 2.5% pay for performance steps that do not exist for these positions currently. This change will mirror the Fire Department as they are already in the pay step plan and will provide parity between the two departments. The employees will be placed into the closest step to their current pay which follows the Human Resources policy for civilian personnel. Human Resources determines and assigns City positions to the specific pay plan and grade. With the revised ordinance the remaining annual cost to implement the plan will be $4,897 salary and retirement to be absorbed in the Police General Fund budget. Going forward, new promotions will be covered by the 200 plan pay steps. ALTERNATIVES: Keep the compensation and classification system as is. OTHER CONSIDERATIONS: Parity and equity. CONFORMITY TO CITY POLICY: This is consistent with the City's Human Resources Mission to support City departments in meeting their workforce requirements. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Human Resources FINANCIAL IMPACT: No Financial Impact X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $4,897 $9,793 BALANCE Fund(s): Comments: None RECOMMENDATION: Human Resources recommends the ordinance be passed. LIST OF SUPPORTING DOCUMENTS: Ordinance — Amending the Corpus Christi Code of Ordinances Chapter 39 Personnel Article III Employee Compensation and Classification System Section 39-303 (a) and (e) by Eliminating Pay Plan 400 to Move Police Commander and Police Assistant Chief Positions to Pay Plan 200; Repealing Conflicting Ordinances and Rules; Providing for Effective Date and Providing for Severance. ORDINANCE AMENDING THE CORPUS CHRISTI CODE OF ORDINANCES CHAPTER 39 PERSONNEL ARTICLE III EMPLOYEE COMPENSATION AND CLASSIFICAITON SYSTEM SECTION 39-303 (a) AND (e) BY ELIMINATING PAY PLAN 400 TO ALLOW MOVING POLICE COMMANDER AND POLICE ASSISTANT CHIEF POSITIONS TO PAY PLAN 200; REPEALING CONFLICTING ORDINANCES AND RULES; PROVIDING FOR EFFECTIVE DATE AND PROVIDING FOR SEVERANCE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Chapter 39, PERSONNEL, Article III, Employee Compensation and Classification System of the Code of Ordinances of the City of Corpus Christi, Texas is amended by amending Section 39-303 (a) and eliminating Section 39-303 (e) of the Corpus Christi Code of Ordinances which will now read as follows: "Sec. 39-303. Standard classifications, pay grades and ranges. (a) Classifications. The classifications of employees of the city, as set forth in this section, will include: Pay Plan 100 Non -Exempt (FLSA Overtime Eligible); Pay Plan 200 Exempt (FLSA Overtime Ineligible); and Pay Plan 300 Executives (FLSA Overtime Ineligible." "Sec. 39-303. Standard classifications, pay grades and ranges. (e) Pay Plan 400. Pay Plan '100 will includc Policc Command Staff, - - .. . 0 bctwcen thc highcst paid policc captain and thc policc commandcr and a fivc per ccnt (5%) diffcrcntial bctwccn thc policc commandcr and assistant policc chicf. Title Grade St ea 1 Policc Commandcr '101 $98,09'1 Assistant Policc Chicf '102 $102,982 Page 1 When thcrc is not a fivc per ccnt (5%) diffcrcntial bctwccn the highcst paid police captain and police commander; policc per ccnt (5%) diffcrcntial bctwccn the highcst paid policc captain chicfs." SECTION 2. That all ordinances, rules or parts of ordinances or rules in conflict with this ordinance are hereby expressly repealed. SECTION 3. This ordinance is effective immediately. SECTION 4. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision of this ordinance be given full force and effect for its purpose. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Rudy Garza Ben Molina Paulette Guajardo Lucy Rubio Michael Hunter Greg Smith Joe McComb Carolyn Vaughn Page 2 That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Rudy Garza Ben Molina Paulette Guajardo Lucy Rubio Michael Hunter Greg Smith Joe McComb Carolyn Vaughn PASSED AND APPROVED, this the th day of ATTEST: Rebecca Huerta City Secretary Mayor Page 3 AGENDA MEMORANDUM First Reading Item for the City Council Meeting of March 21, 2017 Second Reading Item for the City Council Meeting of March 28, 2017 DATE: March 6, 2017 TO: Margie C. Rose, City Manager FROM: E. Jay Ellington, Director, Parks and Recreation Department JayEll(c�cctexas.com 361-826-3464 Appropriate Funds from the Sale of Park Properties CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to appropriate $765,453.93 funds from sale of park properties in the 4720 Community Enrichment Fund for park improvements and other related projects as described on the attached and incorporated Exhibit A. PURPOSE: To appropriate $765,453.93 in funds from the sale of park properties in the 4720 Community Enrichment Fund for park improvements and other related projects. BACKGROUND AND FINDINGS: In October 2012, the Parks & Recreation Master Plan was 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 on September 16, 2014, Enactment No. 030278, mandating the proceeds of park property sales were to be reinvested in existing parks. By city ordinance, Enactment No. 029640, the proceeds from the sale of the parks must be reinvested in the park system according to the 2012 Parks & Recreation Master Plan. 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. To date, five parks have sold: Acushnet Park, Fountain Park, Peary Park, Willow Park and Parkland Park. Parkland Park, sold in the previous fiscal period, FY15-16. The funds for that park, $113,956.10, were appropriated on January 31, 2017, Ordinance Enactment No. 031053. ALTERNATIVES: Do not accept and appropriate the funds. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: City Council must accept and appropriate funds. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal, Finance FINANCIAL IMPACT: ❑ Operating X Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016- 2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $3,370,457.73 $3,370,457.73 Encumbered/ Expended Amount $306,411.33 $306,411.33 This item $765,453.93 $765,453.93 BALANCE $3,829,500.33 $3,829,500.33 Fund(s): The No. 4720 Community Enrichment Fund was established to record revenues and expenditures for park land acquisition, park development and improvement of parks. Comments: None RECOMMENDATION: Staff recommends approval of this ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Exhibit A Map of Parks Ordinance authorizing the City Manager or designee to execute all documents necessary to appropriate $765,453.93 funds from sale of park properties in the 4720 Community Enrichment Fund for park improvements and other related projects as described on the attached and incorporated Exhibit A. 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 appropriate $765,453.93 funds from sale of park properties in the 4720 Community Enrichment Fund for park improvements, and other related projects as described on the attached and incorporated Exhibit A. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED, this the day of , 2017. ATTEST: Rebecca Huerta Mayor City Secretary City of Corpus Christi 4720 Community Enrichment Fund - Revenue only Park Sale Funds Exhibit A Account # Org. # Description 343590 21300 Sale of City Property - Acushnet Park 343590 21300 343590 21300 343590 21300 Sale of City Property - Fountain Park Sale of City Property - Peary Park Sale of City Property - Willow Park TOTAL PARK SALE APPROPRIATION Appropriated January 31, 2017 - Parklane Park Total Park Sales To Date Unappropriated Park Sale Amount $ 619,683.50 $ 65,848.30 $ 33,415.05 $ 46,507.08 $ 765,453.93 $ 113,956.10 $ 879,410.03 Designated Park Project Schanen HB Trail; Breckenridge, Middlecoff, Crestmont Parks West Haven and Moody Parks Paul Jones Sports Complex Thebeau and Alexander Parks Acushnet Park 6746 Aaron St. CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Fountain Park 4938 Moody 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 Willow Park 11418 Willowood CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of March 21, 2017 Second Reading for the City Council Meeting of March 28, 2017 DATE: February 6, 2017 TO: Margie C. Rose, City Manager FROM: Julio Dimas, Interim Director, Development Services Department JulioD@cctexas.com (361) 826-3276 Closing a portion of a utility easement located at 15401 Dyna Street CAPTION: Ordinance abandoning and vacating a 233 -square foot portion of an existing utility easement out of a part of Padre Island- Corpus Christi No. 4, Block 235, Lot 1, located at 15401 Dyna Street and requiring the owner, Hadi Mostaghasi d/b/a H & M Homes, to comply with the specified conditions. Collecting a one-time fee for fair market value of $830.06. PURPOSE: The purpose of this item is to eliminate a portion of a utility easement and allow for Hadi Mostaghasi d/b/a H & M Homes to construct a new residential home in the lot. BACKGROUND AND FINDINGS: Hadi Mostaghasi d/b/a H & M Homes (Owner) is requesting the abandonment and vacation of a 233 -square foot portion of an existing utility easement out of a part of Padre Island- Corpus Christi No. 4, Block 235, Lot 1, located at 15401 Dyna Street. The abandonment and vacation of the utility easement is being requested by the Owner in conjunction with the construction of a new residential home. Staff recommends the Owner pay a one-time fair market value fee in accordance with City Code of Ordinance Section 49-13. The Owner will not be dedicating a utility easement to off -set the requested abandonment. The Owner has been advised of and concurs with the specified conditions of the Ordinance in regards to the easement dedication and the recording and filing of the ordinance. The Owner must also comply with all the specified conditions of the abandon and vacate ordinance within 180 days of Council approval. ALTERNATIVES: Denial of the utility easement closure. This will, however, adversely impact the Owner's ability to move forward with future development of the subject property. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: These requirements are in compliance with the City Code of Ordinances, Section 49-12 and 49-13. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. None of the City departments or franchised utility companies stated objections regarding the proposed utility easement abandonment. FINANCIAL IMPACT: ❑ Operating • •Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016- 2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item One-time fee $830.06 $830.06 BALANCE $830.06 Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of the easement closure. The Owners must comply with all the following specified conditions of the easement closure ordinance: a. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. b. In exchange for the City's grant of the easement closure the Owner agrees to provide the City with a one-time payment of $830.06 LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Ordinance abandoning and vacating a 233 -square foot portion of an existing utility easement out of a part of Padre Island- Corpus Christi No. 4, Block 235, Lot 1, located at 15401 Dyna Street and requiring the owner, Hadi Mostaghasi d/b/a H & M Homes, to comply with the specified conditions. Collecting a one-time fee for fair market value of $830.06 WHEREAS, Hadi Mostaghasi d/b/a H & M Homes (Owner) is requesting the abandonment and vacation of a 233 -square foot portion of an existing utility easement out of a part of Padre Island- Corpus Christi No. 4, Block 235, Lot 1, located at 15401 Dyna Street; WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate a 233 -square foot portion of an existing utility easement, subject to compliance by the Owners with the conditions specified in this ordinance. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Pursuant to the request of Hadi Mostaghasi d/b/a H & M Homes ("Owner"), a 233 -square foot portion of an existing utility easement out of a part of Padre Island- Corpus Christi No. 4, Block 235, Lot 1, located at 15401 Dyna Street, as recorded in Volume 33, Pages 44-47, of the Map Records of Nueces County, Texas, is abandoned and vacated by the City of Corpus Christi ("City"), subject to the Owners' compliance with the conditions specified in Section 2 of this ordinance. Exhibit "A," which is a metes and bounds description and field notes, "Exhibit B", which is the graphical representation of the legal, and "Exhibit C", which is the location map which are attached to and incorporated in this ordinance by reference as if it was fully set out herein in their entireties. SECTION 2. The abandonment and vacation of the utility easement described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. b. In exchange for the City's grant of the easement closure the Owner agrees to provide the City with a one-time payment of $830.06 c. Failure to comply with all the conditions outlined in this Ordinance within 180 days will hereby make the Ordinance null and void. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta City Secretary Mayor STATE OF TEXAS COUNTY OF NUECES EXHIBIT A Field Notes of a 233 SF tract out of a 7.5' utility easement out of Lot 1, Block 235, Padre Island Corpus Christi No. 4, as shown on a map recorded in Volume 33, Pages 44 — 47, Map Records of Nueces County, Texas. Said 233 SF tract being more particularly described as follows: COMMENCING at a 5/8" iron rod found in west right of way of Dyna Street for the common east corner of Lots 1 and 2, THENCE with the west right of way of Dyna Street, North 00°47'04" East, a distance of 4.75 feet to a point for the southeast comer of this survey and the POINT OF BEGINNING. THENCE with the west right of way of Dyne Street North 00°47'04" East, a distance of 2.75 feet to a point for the northeast corner of the said 7.5' utility easement and for the northeast corner of this survey, from WHENCE a 5/8" iron rod found for the northeast comer of Lot 1 bears North 00°47'04" East, a distance of 57.51 feet. THENCE with the north line of said 7.5' utility easement, North 89°12'56" East, a distance of 85.00 feet to a point for the northwest corner of this survey. THENCE South 00°47'04" West, a distance of 2.75 feet to a point for the southwest corner of this survey. THENCE South 89°12'56" West, a distance of 85.00 feet to the POINT OF BEGINNING of this survey, and containing 233 SF of land, more or less. Notes: 1.) Bearings are based on Global Positioning System NAD 83 (93) 4205 Datum. 2.) A Map of equal date accompanies this Metes and Bounds description. 3.) Set 5'8" iron rod = iron rod set with yellow plastic cap labeled Brister Surveying. 1, Ronald E. Brister do hereby certify that this survey of the property legally described herein was made on the ground this day November 10, 2016 and is correct to the best of my knowledge and belief. ?e;eriaa2' e. Ronald E. Brister, RPLS No. 5407 Date: November 10, 20I6. Job No. 161669 Sheet 1 of 3 SCALE 1"=20' SURVEY OF A 233 SQUARE FOOT TRACT OUT OF A 7.5' EASEMENT OUT OF LOT 1, BLOCK 235, PADRE ISLAND CORPUS CHRISTI NO. 4, AS SHOWN ON A MAP RECORDED IN VOLUME 33, PAGES 44 - 47, MAP RECORDS NUECES COUNTY, TEXAS. • it POKE © • FOUND VW IRON ROD LOT 2, BLOCK 235 PI- CC NO. 4 VOL. 33., P. 44-47 M.R.N.C.T. co 10 LI: NIIO' 47' 04'E, 4.75' (MEAS) L2: N00° 47' 04"E, 2.75' (MEAS) �y L3• SOD' 47' 04"W. 2.75 (MEAS) 0 SI.8VL1 DAM SHEET 2OFI NOVEMBER 10, 2016 r I 7.5' U.E. LOT 1, BLOCK 235 PI-CCNO. 4 VOL. 33., P. 44-47 M.R.N.C.T. UTILITY EASEMENT CLOSURE 233 S.F. LI L2 fel Brister Surveying 4659 Everhan Suite IIID Corpus Christi, Tams 711411 Orr 361.850. r8o0 Fax 361.831- I80; Briar ersurvey in8@mrpus.Ivecbc.mm Firm Reaisuation Nu. 111072800 EXHIBIT B NOTES: I) TOTAL SURVEYED AREA 150.033 ACRES. 2.) MEASURED BEARINGS ARE BASED ON GLOBAL POSITIONING SYSTEM NAD 83 (93) 4205 DATUM 3) A METES AND ROUNDS DESCRIPTION OF EQUAL DATES ACCOMPANIES THIS SURVEY N00° 47' 04"E 5751' (MEAS) 15401 DYNA STREET 60' RIGHT OF WAY THIS SURVEY DOES NOT INCLUDE THE RESEARCH, INVESTIGATION. OR LOCATIONS OF ALL SERVITUDES. EASEMENTS. RIGHT OF WAYS, OR UTILITIES ON THIS PROPERTY. I. RONALD E. MUSTER DO HEREBY CERTIFY THAT THIS SURVEY OF THE PROPERTY LEGALLY DESCRIBED HEREIN WAS MADE ON THE GROUND THIS DAY NOVEMBER 10.2016 AND IS CORRECT TOTOF MY KNOWLEDGE AND BEI IEF anaace. RONALD E. BRISTER R.P,LS. NO. 5407 SCALE 1"=20' LOT 2, BLOCK 235 PI-CCNO.4 VOL. 33., P. 44-47 M.R.N.C.T. 0 SHEET3OF3 1 EXHIBIT C LOT 42, BLOCK 235 PI- CC NO. 4 VOL. 33., P. 44-47 M.R.N.C.T. 75'U.E. LOT 1, BLOCK 235 PI-CCNO. 4 VOL. 33., P. 44-47 M.R.N.C.T. 30' B.L. 15401 DYNA STREET 60' RIGHT OF WAY OQ FOUND SM' IRON ROD Aerial Overview • --...1111.111111111 iagdajg» aka Vicinity Map t N AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of March 21, 2017 Second Reading for the City Council Meeting of March 28, 2017 DATE: February 6, 2017 TO: Margie C. Rose, City Manager FROM: Julio Dimas, Interim Director, Development Services Department JulioD@cctexas.com (361) 826-3276 Closing a portion of a utility easement located at 7185 Lake Placid CAPTION: Ordinance abandoning and vacating an 87.3 -square foot portion of an existing utility easement out of a part of Lake Placid Estates, Block 2, Lot 1, located at 7185 Lake Placid and requiring the owner, George A. Segundo and Estefany Segundo, to comply with the specified conditions. Collecting a one-time fee for fair market value of $102.14 PURPOSE: The purpose of this item is to eliminate a portion of a utility easement and allow for George A. Segundo and Estefany Segundo to construct a new residential home in the lot. BACKGROUND AND FINDINGS: George A. Segundo and Estefany Segundo (Owners) is requesting the abandonment and vacation of an 87.3 -square foot portion of an existing utility easement out of a part of Lake Placid Estates, Block 2, Lot 1, located at 7185 Lake Placid. The abandonment and vacation of the utility easement is being requested by the Owner in conjunction with the construction of a new residential home. Staff recommends the Owner pay a one-time fair market value fee in accordance with City Code of Ordinance Section 49-13. The Owner will not be dedicating a utility easement to off -set the requested abandonment. The Owner has been advised of and concurs with the specified conditions of the Ordinance in regards to the easement dedication and the recording and filing of the ordinance. The Owner must also comply with all the specified conditions of the abandon and vacate ordinance within 180 days of Council approval. ALTERNATIVES: Denial of the utility easement closure. This will, however, adversely impact the Owner's ability to move forward with future development of the subject property. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: These requirements are in compliance with the City Code of Ordinances, Section 49-12 and 49-13. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. None of the City departments or franchised utility companies stated objections regarding the proposed utility easement abandonment. FINANCIAL IMPACT: ❑ Operating • •Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016- 2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item One-time fee $102.14 $102.14 BALANCE $102.14 Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of the easement closure. The Owners must comply with all the following specified conditions of the easement closure ordinance: a. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. b. In exchange for the City's grant of the easement closure the Owner agrees to provide the City with a one-time payment of $102.14 LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Ordinance abandoning and vacating an 87.3 -square foot portion of an existing utility easement out of a part of Lake Placid Estates, Block 2, Lot 1, located at 7185 Lake Placid and requiring the owner, George A. Segundo and Estefany Segundo, to comply with the specified conditions. Collecting a on-time fee for fair market value of $102.14. WHEREAS, George A. Segundo and Estefany Segundo (Owners) are requesting the abandonment and vacation of an 87.3 -square foot portion of an existing utility easement out of a part of Lake Placid Estates, Block 2, Lot 1, located at 7185 Lake Placid; WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate an 87.3 -square foot portion of an existing utility easement, subject to compliance by the Owners with the conditions specified in this ordinance. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Pursuant to the request of George A. Segundo and Estefany Segundo ("Owner"), an 87.3 -square foot portion of an existing utility easement out of a part of Lake Placid Estates, Block 2, Lot 1, located at 7185 Lake Placid, as recorded in Volume 50, Pages 143-144of the Map Records of Nueces County, Texas, is abandoned and vacated by the City of Corpus Christi ("City"), subject to the Owners' compliance with the conditions specified in Section 2 of this ordinance. Exhibit "A," which is a metes and bounds description and field notes, "Exhibit B", which is the graphical representation of the legal, and "Exhibit C", which is the location map which are attached to and incorporated in this ordinance by reference as if it was fully set out herein in their entireties. SECTION 2. The abandonment and vacation of the utility easement described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. b. In exchange for the City's grant of the easement closure the Owner agrees to provide the City with a one-time payment of $102.14 c. Failure to comply with all the conditions outlined in this Ordinance within 180 days will hereby make the Ordinance null and void. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta City Secretary Mayor CURVE DATA 0 R=527.04' L =03° 48' 20" L=35.01' T=17.51' Lc=N15° 34' 53" E 35.00' 0 R=527.04' p =03° 48' 20" L=35.01' T=17.51' Lc=N19° 23' 13" E 35.00' R=524.54' p =03° 48' 20" L=34.84' T=17.43' Lc=S19° 23' 13" W 34.83' LINE DATA L1=S 68° 42' 37" E 2.50' L2=N 72° 30' 57" W 2.50' LOT 1 0 COMMON AREA (FLOODWAY) EXHIBIT A VICINITY MAP LOT 2 (z S 88° 50' 36" DATE: 02/15/2017 00 / / ,i LAKE PLACID DRIVE -------LTb}-t'---/kPac. — (32' R.O.W.) BLOC REVISION: CREW: RS & DL OFFICE: RV & RG GF#: JOB#: 16-6827 KEY: WOOD FENCE [RECORDED] WIRE FENCE (MEASURED) This property lies within Zone A-13(10'), according to FIRM 89 which is within the 100 year Flood Plain, NOT VALID WITHOUT ORIGINAL SIGNATURE AND ORIGINAL SEAL. Registered Professional Land Surveyor State of Texas No. 2293 87.3 S.F. Of Lot 1, Block 2, Lake Placid Estates Volume 50, Page 143-144, (M.R.N.C.T.) Corpus Christi, Nueces County, Texas VOSS ENGINEERING, INC. ENGINEERING & LAND SURVEYING 6838 GREENWOOD DRIVE, CORPUS CHRISTI, TEXAS 78415 tLIPAt.OC4 OCA CAAA A 'tf. OCA OCO ACAC Exhibit B STATE OF TEXAS JOB NO. 16-6827 COUNTY OF NI.JECESS 87.3 S.F. EASEMENT CLOSURE ALL that certain tract or parcel of land situated in Nueces County, Texas, same lying within the Corporate City Limits of Corpus Christi, Texas, same being out of Lot 1, BIock 2, Lake Placid Estates as recorded in Volume 50, Pages 143-144 of the Map Records of Nueces County, Texas, and being more particularly described by metes and bounds as follows, to wit: COMMENCING at a 5/8 inch iron rod found for the South corner of said Lot 1, Block 2, same being the East corner of Lot 2 of said Block 2; THENCE, along the common boundary line of said Lots 1 and 2, NORTH 61 degrees 08 minutes 24 seconds WEST 10.37 to a point, same lying in the West boundary line of a ten foot utility easement lying within said Lot 1, same West boundary line being a curve to the right; THENCE, along said West boundary line of the ten foot utility easement and with said curve to the right, a central angle of 03 degrees 48 minutes 20 seconds, a radius of 527.04 feet, a tangent of 17.51 feet, a length of arc of 35.01 feet and n chord bearing and length of NORTH 15 degrees 34 minutes 53 seconds EAST 35.00 feet to a point for the point of beginning and the Southwest corner of this tract; THENCE, continuing along said West boundary line of the ten foot utility easement and with said curve to the right, a central angle of 03 degrees 48 minutes 20 seconds, a radius of 527.04 feet, a tangent of 17.51 feet, a length of arc of 35.01 feet and a chord bearing and length of NORTH 19 degrees 23 minutes 13 seconds EAST 35.00 feet to a point for the Northwest corner of this tract; THENCE, SOUTH 68 degrees 42 minutes 37 seconds EAST 2.50 feet to a point for the Northeast corner of this tract; THENCE, along the East boundary Line of this tract and with a curve to the left, a central angle of 03 degrees 48 minutes 20 seconds, a radius of 524.54 feet, a tangent of 17.43 feet, a length of arc of 34.84 feet and a chord bearing and length of SOUTH 19 degrees 23 minutes 13 seconds WEST 34.83 feet to a point for the Southeast corner of this tract; THENCE, NORTH 72 degrees 30 minutes 57 seconds WEST 2.50 feet to the point of beginning and containing 87.3 square feet of land. 1 hereby certify that this survey as reflected in the above Field Notes and attached plat conforms to the current Texas Surveyors Association Standards and Specifications for a Category IA, Condition II Land Survey. Dated this the _6th_ clay of _December , 2016. Ronald A. Voss, Registered Professional Land Surveyor No.2293 SCALE: r • 20' LOT 1 COMMON AREA (FLOODWAY)cD Exhibit C LOT 2 [S 88. 10495��T1 (S50' nr 9 88a 47' OS" E 35 � `Rs 9 61T6q LoGc3„ E V.G,\N 7185 LAKE PLACID DRIVE (32' R.O.W.) r r°� el NOTES: (1.) Found SIS' I.R. a ER lot comer un411 noted otherwise. (Z.) House Tree are to tee feurdatIon L Ronald A. Vola. a Repistend Professional Land Surveyor. do gentry certify !tat this survey wee nude on the ground of the prooMy shown heron under my direction and supervision; Rut 11 Is my knowledge and meet; foal there aro no apparent encroachments ordvedapdng at lmprcroments with the deed knee except as shown hen=- This 501007 was Pnrlarmed without the benefit of a Till. Pciicy or Title Opinion. NOTE: THIS SURVEY 15 FOR THE SOLE USE OF THE BUYER. TITLE COMPANY OR MORTGAGE COMPANY IN THIS TRANSACTION ONLY. NO LICENSE HAS BEEN CREATED. EXPRESSED OR IMPLIED. TO COPY THE SURVEY WHICH 15 VOID AFTER SX MONTHS FROM THE DATE OF THIS SURVEY. BUYER: This properly fin w1RYn Zane A.1 a 1C .09910 FIRM 59 Audi la widen the 100 year Hood Pik, NOT VALID WITHOUT ORGtNAL � w SIGNATURE AND OR GINAL SEAL J v14"-- Refastened Profession! Land Burveyer Sane of Tema No 22'+3 DATE: 09/23/2016 REVISION: CREW: RS & DL OFFICE: RV & RG GF#: JOB#: 16-6827 Lot 1, Block 2, Lake Placid Estates Volume 50, Page 143-144, (M.R.N.C.T.) Corpus Christi, Nueces County, Texas KEY: WOOD FENCE [RECORDED] WIRE FENCE (MEASURED) VINYL FENCE VOSS ENGINEERING, INC. ENGINEERING & LAND SURVEYING 6838 GREENWOOD DRIVE, CORPUS CHRISTI, TEXAS 78415 PHONE: 361.854.6202 FAX: 361.853.4696 Aerial Overview 1 N Vicinity Map t N AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of March 21, 2017 Second Reading for the City Council Meeting of March 28, 2017 DATE: February 7, 2017 TO: Margie C. Rose, City Manager FROM: Julio Dimas, Interim Director, Development Services Department JulioD@cctexas.com (361) 826-3276 Closing a utility easement located between Stampede Drive and Elizondo Drive. CAPTION: Ordinance abandoning and vacating a 0.030 -Acre portion of an existing utility easement out of a part of Flour Bluff and Encinal Farm and Garden Tracts, Section 25, Lot 30 & Rancho Vista Subdivision Unit 7, Block 15, Lots 10 and 23 and requiring the owner, Yorktown Oso Joint Venture, to comply with the specified conditions. PURPOSE: The purpose of this item is to eliminate a utility easement and allow for Yorktown Oso Joint Venture to re -plat two lots for a new proposed subdivision. BACKGROUND AND FINDINGS: Yorktown Oso Joint Venture (Owner) is requesting the abandonment and vacation of a 0.030 - Acre portion of an existing utility easement out of a part of Flour Bluff and Encinal Farm and Garden Tracts, Section 25, Lot 30 & Rancho Vista Subdivision Unit 7, Block 15, Lots 10 and 23, located between Stampede Drive and Elizondo Drive. The abandonment and vacation of the utility easement is being requested by the Owner in conjunction with the submission of the final plat of Rancho Vista Subdivision Unit 14. Staff recommends the Owner pay no fair market value fee in accordance with Texas Local Government Code §272.001 (b) because the Owner will be dedicating several utility easements throughout the proposed subdivision which will greatly exceed the area of the requested closure. The Owner has been advised of and concurs with the specified conditions of the Ordinance in regards to the easement dedication and the recording and filing of the ordinance. The Owner must also comply with all the specified conditions of the abandon and vacate ordinance within 180 days of Council approval. ALTERNATIVES: Denial of the utility easement closure. This will, however, adversely impact the Owner's ability to move forward with future development of the subject property. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: These requirements are in compliance with the City Code of Ordinances, Section 49-12 and 49-13. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: All public and franchised utilities were contacted. None of the City departments or franchised utility companies stated objections regarding the proposed utility easement abandonment. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital • •Not applicable Fiscal Year: 2016- 2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of the easement closure. The Owners must comply with all the following specified condition of the easement closure ordinance: a. Owner must dedicate new utility easements of equal or greater value than the property being released by the City in this easement closure action, in accordance with City of Corpus Christi, Code of Ordinance Section 49-12, within 180 days of Council approval so that the requirement of paying fair market value for the property can be waived. b. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. c. Failure to comply with all the conditions outlined in this Ordinance within the specified time frame will hereby make the Ordinance null and void. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Ordinance abandoning and vacating a 0.030 -Acre portion of an existing utility easement out of a part of Flour Bluff and Encinal Farm and Garden Tracts, Section 25, Lot 30 & Rancho Vista Subdivision Unit 7, Block 15, Lots 10 and 23 and requiring the owner, Yorktown Oso Joint Venture, to comply with the specified conditions. WHEREAS, Yorktown Oso Joint Venture (Owner) is requesting the abandonment and vacation of a 0.030 -Acre portion of an existing utility easement out of a part of Flour Bluff and Encinal Farm and Garden Tracts, Section 25, Lot 30 & Rancho Vista Subdivision Unit 7, Block 15, Lots 10 and 23; WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate a 0.030 -Acre portion of an existing utility easement, subject to compliance by the Owners with the conditions specified in this ordinance. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Pursuant to the request of Yorktown Oso Joint Venture ("Owner"), a 0.030 -Acre portion of an existing utility easement out of a part of Flour Bluff and Encinal Farm and Garden Tracts, Section 25, Lot 30, as recorded in Volume A, Pages 41-43, Map Records of Nueces County, Texas, and Rancho Vista Subdivision Unit 7, Block 15, Lots 10 and 23, as recorded in Volume 68, Pages 83-84, Map Records of Nueces County, Texas is abandoned and vacated by the City of Corpus Christi ("City"), subject to the Owners' compliance with the conditions specified in Section 2 of this ordinance. Exhibit "A," which is a metes and bounds description and field notes, "Exhibit B", which is the graphical representation of the legal, and "Exhibit C", which is the location map which are attached to and incorporated in this ordinance by reference as if it was fully set out herein in their entireties. SECTION 2. The abandonment and vacation of the utility easement described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. Owner must dedicate new utility easements of equal or greater value than the property being released by the City in this easement closure action, in compliance with Texas Local Government Code 272.001(b). b. Upon approval by the City Council and issuance of the ordinance, all grants of easement closure and specified conditions must be recorded at the Owners' expense in the Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. c. Failure to comply with all the conditions outlined in this Ordinance within 180 days will hereby make the Ordinance null and void. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta City Secretary Mayor Exhibit A 0.030 Acre Easement Closure STATE OF TEXAS COUNTY OF NUECES Job No. 39319.B6.02 October 13, 2016 Fieldnotes, for a 0.030 Acre, Easement Closure, over and across, Lot 30, Section 25, Flour Bluff and Encinal Farm and Garden Tracts, a map of which is recorded in Volume A, Pages 41-43, Map Records of Nueces County, Texas and Lots 10 and 23, Block 15, Rancho Vista Subdivision Unit 7, a map of which is recorded in Volume 68, Pages 83-84, Map Records of Nueces County, Texas; said 0.030 Acre Tract, being more fully described by metes and bounds as follows: Commencing, at a 5/8 Inch Iron Rod, with red plastic cap stamped "URBAN ENGR CCTX" Found, for the North corner of the said Lot 10, Block 15; Thence, South 57°42'08" West, 112.00 Feet, to the Northeast line of an existing 7.50 Foot wide utility easement as shown on the recorded plat of the said Rancho Vista Subdivision Unit 7, for the Point of Beginning and North corner of this Tract; Thence, South 32°17'52" East, with the said Northeast line, 58.34 Feet, for an inner ell corner of this Tract; Thence, South 61°17'51" East, continuing with the said Northeast line, 32.23 Feet, to the Ndrthwest line of an existing 7.50 Foot wide utility easement recorded in Document No. 2007045050, Official Public Records of Nueces County, Texas, for the Easternmost corner of this Tract; Thence, South 39°40'26" West, with the said Northwest line, 2.95 Feet; Thence, North 61°17'51" West, 8.61 Feet; Thence, South 28°42'09" West, 12.10 Feet, to the Southwest line of an existing 7.50 Foot wide utility easement as shown on the recorded plat of the said Rancho Vista Subdivision Unit 7, for the South corner of this Tract; Thence, North 61°17'51" West, with the said Southwest line, 26.93 Feet; Thence, North 32°17'52" West, with the said Southwest line, at 22.22 Feet, pass the Northwest boundary line of the said Lot 23, continuing with the Southwest line of an existing 7.50 Foot wide utility easement recorded in Document No. 2013043887, said Official Public Records, in all a distance of 62.22 Feet, for the West corner of this Tract; S:1Surveying1393191B6021OFFICEIMETES AND BOUNDSIMB_39319B602_20160927_EasementClosure.doc Page 1 of 2 (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 www,urbaneng,com TBPE Firm #145 TBPLS Firm #10032400 FAX (361)854-6001 Thence, North 57°42'08" East, with the Northwest line of the said 7.50 Foot wide utility easement, 15.00 Feet, to the Point of Beginning, containing 0.030 Acres (1,304 Square Feet) of Land, more or less. Bearings are based on GPS, NAD83, State Plane Coordinates, Texas South Zone 4205. This description was prepared from record information and does not represent a current on the ground Survey. Unless this fieldnote description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. Also reference accompanying sketch of tract des Mh+� V9�k James D. Carr, R,P.L.S. License No. 6458 S:ISurveying139319IB6021OFFICEIMETES AND BOUNDS\MB_39319B602 20160927_EasementClosure.doc Page 2 of 2 Laurelas Drive 4 / / / / / / / / Point of Beginning Point of Commencement ti Oa Legend: • 5/8 Inch Iron Rod \ with cap stamped "URBAN ENGR CCTX" Found Utility Easement Closure 0.030 Acres 1,304 Sq. Ft. ,b 23 6 4 24 / 9 / Roy h / `lel'o; o L. 8 YC.�S0 of 1'9s Ubq,. h \• N4eoes '''''5:°'-' Soh cos t 40y �qo;4 5.6 -, \ \ 7'e4,00 ch O�'oago 66xfg `155 25 26 e/Co 84,>2 o„4Mos > Te+ os 90 LINE BEARING DISTANCE L1 932'17'52"E 58.34' L2 S61'17'51'E 32.23' L3 S39'40'26'W 2.95' L4 N61'17'51"W 8.61' L5 S28'42'09'W 12.10' L6 N61'17'51'W 26.93' L7 N32'17'52'W 62.22' L8 N57'42'08"E 15.00' 60 30 0 60 120 Graphic Scale 1 =60' Exhibit B Sketch to Accompany Fieldnotes for a 0.030 Acre, Easement Closure, over and across, Lot 30, Section 25, Flour Bluff and Encina) Farm and Garden Tracts, a map of which is recorded in Volume A, Pages 41-43, Map Records of Nueces County, Texas and Lots 10 and 23, Block 15, Rancho Vista Subdivision Unit 7, a map of which is recorded in Volume 68, Pages 83-84, Map Records of Nueces County, Texas. URBAN ENGINEERING IBPE FIPI.1 NO. .5. 75PLS FRU NO. 10032400 DATE: October 13, 2016 SCALE: 1"=60' JOB NO.: 39319.B6.02 SHEET: 1 of 2 DRAWN BY: XG urbansurveyl ®urbaneng.com 02016 by Urban Engineering Location Map IIURBAN ENGINEERING TOPE FIRM NO. .5. TEPLS FM NO. 10032100 Exhibit C DATE: Sept. 27, 2016 SCALE: None JOB NO.: 39319.B6.02 SHEET: 2 of 2 DRAWN BY: XG urbansurveyl ®urboneng.com 02016 by Urban Engineering Ecmner A ?M 0 i E � Yorktown Boulevard HOT' 0\ m \ s rE is PEw Bor T Dr. S Dr_ E Calci Avian Bellac \ St Dens Grenaele`� aA` Hor EBB Nela O ��ec q Daae o` e v ro Dr. ague Brown D TH m High Gun, c Jr. N0to �,a`� E t e� Stampede Dr. G �w� Idle for Dr. Hector P. aB Garcia Dr. s�� arm v Corpus Christi, ,�� a Texas Location Map IIURBAN ENGINEERING TOPE FIRM NO. .5. TEPLS FM NO. 10032100 Exhibit C DATE: Sept. 27, 2016 SCALE: None JOB NO.: 39319.B6.02 SHEET: 2 of 2 DRAWN BY: XG urbansurveyl ®urboneng.com 02016 by Urban Engineering Aerial Overview 1 N Vicinity Map t N AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of March 21, 2017 Second Reading Ordinance for the City Council Meeting of March 28, 2017 DATE: TO: FROM: March 10, 2017 Margie C. Rose, City Manager Fred A. Segundo, Director of Aviation FredS@cctexas.com 289-0171 ext.1213 Appropriating $622,950 from the Federal Aviation Administration Grant to the Airport Capital Improvement Fund to extend Taxiway "K" (Kilo) Construction for the support of United Coast Guard operations; at Corpus Christi International Airport. CAPTION: Ordinance appropriating $622,950 from Federal Aviation Administration Grant No. 3-48- 0051-050-2013, Amendment No. 4, in the No. 3020 Airport Capital Improvement Fund for construction of approximately 7,150 square yards of new pavement to expand and extend Taxiway Kilo at the Corpus Christi International Airport and necessary drainage, electrical, lighting and signage improvements, with the 10% match provided from the Airport Capital Reserve Fund; amending the FY2016-2017 Capital Budget by increasing revenues and expenditures by $622,950 each. PURPOSE: The Federal Aviation Administration (FAA) funds major capital improvements at Corpus Christi International Airport (CCIA) through its Airport Improvement Program (AIP) grants. The FAA previously offered Grant 50 in the amount of $25,011,128 to the City of Corpus Christi to fund Runway 13/31; 1,000 ft. Extension Displacement and Associated Taxiways and Runway 17/35 NAVAIDS' Site Work and Install Gate 10B; and is now offering Amendment 4 for a total amount of $622,950 for Taxiway Kilo. BACKGROUND AND FINDINGS: This is a joint FAA/City project with a respective 90/10 percent construction cost sharing. This project provides construction to install approximately 7,150 SY of new pavement in order to expand and extend Taxiway Kilo at CCIA with associated drainage, electrical, lighting and signage improvements. The additional improvements were presented to the FAA Program Manager and approved for additional funding by way of a $622,950 amendment to Grant 50. ALTERNATIVES: The only alternative would be for the additional project costs to be funded entirely from Airport funds or foregoing the additional improvements. Airport staff is of the opinion that improvements provide a substantial benefit to the Airport. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The project is consistent with Airport Master Plan. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal Finance Management and Budget FINANCIAL IMPACT: ❑Operating ❑Revenue ®Capital ❑Not applicable Fiscal Year: 2016- 2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget $25,011,128 $622,950 0 $25,011,128 Encumbered / Expended Amount $0 $0 0 $0 This item 0 $622,950 0 $622,950 BALANCE $25,011,128 $622,950 0 $25,634,078 Fund: Airport CIP Fund Grants RECOMMENDATION: Staff recommends approval of the Ordinance LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance appropriating $622,950 from Federal Aviation Administration Grant No. 3-48-0051-050-2013, Amendment No. 4, in the No. 3020 Airport Capital Improvement Fund for construction of approximately 7,150 square yards of new pavement to expand and extend Taxiway Kilo at the Corpus Christi International Airport and necessary drainage, electrical, lighting and signage improvements, with the 10% match provided from the Airport Capital Reserve Fund; amending the FY2016-2017 Capital Budget by increasing revenues and expenditures by $622,950 each. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. Funds in the amount of $622,950 from the Federal Aviation Administration for grant Amendment No. 4, Grant No. 3-48-0051-050-2013, are appropriated in the No. 3020 Airport Capital Improvement Fund for construction of approximately 7,150 square feet of new pavement to expand and extend Taxiway Kilo at Corpus Christi International Airport and necessary drainage, electrical, lighting and signage improvements, with the 10% match provided from the Airport Capital Reserve Fund. SECTION 2. The FY2016-2017 Capital Budget adopted by Ordinance No. 030936 is amended by increasing revenues and expenditures by $622,950 each. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb The foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED, this the day of , 2017 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Mayor City Secretary 0 U.S. Department of Transportation Federal Aviation Administration February 22, 2017 Federal Aviation Administration Southwest Region, Airports Division, Texas Airports Development Office Mr. Fred Segundo Airport Director Corpus Christi International Airport 1000 International Blvd. Corpus Christi, Texas 78406 Dear Mr. Segundo: Fort Worth, Texas 76193-0650 This is in response to your letter of February 21, 2017 requesting an amendment to the Grant Agreement for AIP Project No. 3-48-0051-050-2013 at Corpus Christi International Airport, Texas. In accordance with Grant Special Condition No. 16 which states in part: "It is mutually understood and agreed that .. if there is an overrun in the eligible project costs, FAA may increase the grant to cover the amount of overrun not to exceed the statutory fifteen (15%) percent limitation and will advise the sponsor by letter of the increase. Upon issuance of either of the aforementioned letters, the maximum obligation of the United States is adjusted to the amount specified." This Grant Agreement, accepted on September 4, 2013 is hereby amended by this Amendment No. 4 by increasing the amount set forth on Page 2 of the Grant Agreement from $25,011,128.00 to $25,634,078.00. This increase in the maximum obligation is to provide for allowable 2.99 % cost overrun of $622,950.00. If you have any questions or if we can be of additional service, please contact us. Sincerel Ben Guttery, ager Texas Airports istrict Office AGENDA MEMORANDUM Ordinance for the City Council Meeting of March 28, 2017 DATE: March 28, 2017 TO: Mayor Pro Tem and Council FROM: Rebecca Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Amending Ordinance Calling for May 6, 2017 Special Election CAPTION: Ordinance amending Ordinance No. 031081 by appointing Election Officials and identifying polling places for Special Election to be held on May 6, 2017 in the City of Corpus Christi for the election of Mayor; and declaring an emergency. PURPOSE: The purpose of this item is to amend Ordinance No. 031081 by establishing polling places and identifying election officials related to the special election to be held on May 6, 2017, and for a runoff election to be held on June 24, 2017, if necessary, in the City of Corpus Christi for the election of Mayor to fill the remainder of the unexpired term. BACKGROUND AND FINDINGS: Mayor Dan McQueen resigned from office on January 18, 2017. His resignation was accepted by the City Council on January 24, 2017. Article II Section 12 (a) of the City Charter provides that the remaining City Council members shall call a special election to fill a vacancy in the office of Mayor in the event more than one year remains in the unexpired term of the Mayor. On February 28, 2017, the City Council passed and approved Ordinance No. 031081 ordering a special election to be held on May 6, 2017 in the City of Corpus Christi for the election of Mayor to fill remainder of the unexpired term; authorizing a runoff election, if one is necessary, on June 24, 2017; providing for procedures for holding such election; identifying election officials; authorizing an election services agreement with Nueces County; and enacting provisions incident and relating to the subject and purpose of the ordinance. ALTERNATIVES: None. OTHER CONSIDERATIONS: None. CONFORMITY WITH CITY POLICY: Conforms with Texas Election Code and City Charter. EMERGENCY / NON -EMERGENCY: In order to expedite the approval of election officials and polling locations necessary to conduct the election, this ordinance is presented as a single -reading (emergency) item. DEPARTMENTAL CLEARANCES: Legal Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital RI Not applicable Fiscal Year: 2016/2017 Project to Date Expenditures Current Future Years TOTALS Line Item Budget Encumbered / Expended This item BALANCE Fund(s): Comments: None. RECOMMENDATION: Approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance amending Ordinance No. 031081 by appointing Election Officials and identifying polling places for Special Election to be held on May 6, 2017 in the City of Corpus Christi for the election of Mayor; and declaring an emergency. WHEREAS, the City of Corpus Christi City Council ordered a Special Election (the "Election") to be held on May 6, 2017 in the City of Corpus Christi for the election of Mayor and authorized a runoff election, if one is necessary, on June 24, 2017. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Corpus Christi Ordinance No. 031081 is amended to insert Attachment B, hereto incorporated by reference and made part of this ordinance, appointing Presiding Judges and Alternate Presiding Judges for the Special Election to be held on May 6, 2017 in the City of Corpus Christi for the election of Mayor and the runoff election, if one is necessary, on June 24, 2017 as specified in Attachment B including presiding judge of early voting ballot board and the presiding judge of each central counting station operating in the election (Tex. Elec. Code §32.005, 87.002, 87.004, 127.005). If neither the Presiding Judge nor the Alternate Presiding Judge can serve in the Election and their inability to serve is discovered after the 15th day before the Election, the Mayor Pro Tem as the presiding officer of the City Council shall appoint a replacement judge (Tex. Elec. Code §32.007). Each Presiding Judge shall appoint not less than two nor more than four election clerks, one of whom shall be the precinct's Alternate Presiding Judge appointed herein (Tex. Elec. Code §32.031 thru 32.033). SECTION 2. Corpus Christi Ordinance No. 031081 is amended to insert Attachment A, hereto incorporated by reference and made part of this ordinance, identifying the polling places in the regularly prescribed precincts of the City of Corpus Christi for the Election. Nueces County participates in the Countywide Polling Place Program under Tex. Elec. Code §43.007, as amended, meaning that any qualified registered voter of the City of Corpus Christi can vote in the Election at any polling place identified in Attachment A. Each branch polling place and the main early polling place shall serve all Election precincts. The polls shall be open from 7:00 a.m. to 7:00 p.m. on the date of the Election. SECTION 3. Corpus Christi Ordinance No. 031081 is amended to replace Attachment C with Attachment C1, hereto incorporated by reference and made part of this ordinance, identifying temporary branch polling places. Early voting in person may be conducted at the temporary branch polling places set forth in Attachment C1. SECTION 4. By approving and signing this ordinance, the Mayor Pro Tem officially confirms and orders as the Mayor Pro Tem's actions all matters recited in this ordinance which by law come within the Mayor Pro Tem's jurisdiction. SECTION 5. Upon the written request of the Mayor or five Council members, copy attached, the City Council: (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs, and (2) suspends the 1 Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this the 28th day of March, 2017. Corpus Christi, Texas Day of TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Council Members Mayor The above ordinance was passed by the following vote: Mayor Rudy Garza Paulette Guajardo Michael Hunter Joe McComb Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn 2 ATTACHMENT A Vote Center Locations (Centros de Votacion) Election Day (Dia de las Elecciones) Saturday, May 6, 2017 (Runoff Election Day - Saturday, June 24, 2017 — if necessary) Registered voters will be able to cast their Election Day ballots at any of these Vote Centers from 7:00 a.m. — 7:00 p.m. (Votantes registrados podran emitir su voto en cualquier de los Centros de Votaci6n de las 7:00 a.m. — 7:00 p.m el sabado, dia 6 de mayo de 2017 [Dia de Elecci6nes de Desempates — el sabado, dia 24 de junio de 2017 — si es necesario) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Election Day Polling Places, Addresses & City Polling Place Address City Antonio Garcia Arts & Education Center 2021 Agnes St. Corpus Christi Baker Middle School 3445 Pecan St. Corpus Christi Ben Garza Gym 1815 Howard St. Corpus Christi Bishop CISD High School MAY 6, 2017 ELECTION ONLY 717 E. 6th St. Bishop Bishop CISD Petronila Elementary MAY 6, 2017 ELECTION ONLY 2391 Cnty. Rd. 67 Robstown Blanche Moore Elementary 6121 Durant Dr. Corpus Christi Brooks A.M.E. Worship Center 2101 N Port Ave Corpus Christi Calallen East Elementary 3709 Lott Ave Corpus Christi Calallen ISD Middle School-Maint. Bldg. 4602 Cornett Rd. Corpus Christi Club Estates Elementary 5222 Merganser Dr. Corpus Christi Corpus Christi Central Library (La Retama) 805 Comanche St Corpus Christi Corpus Christi City Hall 1201 Leopard St Corpus Christi Cullen Place Middle School 5224 Greely Dr. Corpus Christi Cunningham Middle School 4321 Prescott St. Corpus Christi David Crockett Elementary 2625 Belton St. Corpus Christi Deaf and Hard of Hearing Center 5151 McArdle Rd. Corpus Christi Del Mar College 101 Baldwin Blvd Corpus Christi Driscoll ISD-Cafetorium MAY 6, 2017 ELECTION ONLY 425 W Dragon Driscoll Ella Barnes Elementary 2829 Oso Parkway Corpus Christi Ethel Eyerly Community Center 654 Graham Rd. Corpus Christi Fannin Elementary 2730 Gollihar Rd. Corpus Christi Fire Station #7 3722 S. Staples St. Corpus Christi Fire Station #9 501 Navigation Blvd. Corpus Christi Fire Station #11 910 Airline Rd. Corpus Christi Fire Station #12 2120 Rand Morgan Rd. Corpus Christi 3 Flour Bluff ISD-Maint. Dept. 2510 Waldron Rd. Corpus Christi Galvan Elementary 3126 Masterson Dr. Corpus Christi Gibson Elementary 5723 Hampshire Rd. Corpus Christi Gloria Hicks Elementary 3602 McArdle Rd. Corpus Christi Grace Presbyterian Church 6301 Yorktown Blvd. Corpus Christi Grant Middle School 4350 Aaron Dr. Corpus Christi Hamlin Middle School 3900 Hamlin Dr. Corpus Christi Hilltop Community Center 11425 Leopard St. Corpus Christi Island Presbyterian Church 14030 Fortuna Bay Dr. Corpus Christi John F. Kennedy Elementary 1102 Villarreal Rd. Corpus Christi King High School 5225 Gollihar Rd. Corpus Christi Kiwanis Recreation Center 3933 Timon Blvd. Corpus Christi Kolda Elementary 3730 Rodd Field Corpus Christi Kostoryz Elementary 3602 Panama Dr. Corpus Christi Lindale Senior Center 3135 Swantner Dr. Corpus Christi LULAC West Apartments 10702 IH 37 Corpus Christi Luther Jones Elementary 7533 Lipes Blvd. Corpus Christi Magee Elementary 4201 Calallen Dr. Corpus Christi Menger Elementary 2401 S. Alameda St. Corpus Christi Metro E Elementary 1707 Ayers St. Corpus Christi MG Building Materials 7406 S. Padre Island Dr. Corpus Christi Mireles Elementary 7658 Cimarron Blvd. Corpus Christi Montclair Elementary 5241 Kentner St. Corpus Christi Moody High School 1818 Trojan Dr. Corpus Christi Oak Park Recreation Center 842 Erwin Ave. Corpus Christi Our Lady of Mt. Carmel Mission 1080 S Clarkwood Rd. Corpus Christi Parkway Presbyterian Church 3707 Santa Fe St. Corpus Christi Peerless Cleaners 2806 Santa Fe St. Corpus Christi Reverend Harold T. Branch Academy 3902 Morgan Ave. Corpus Christi Ronnie Polston County Bldg. 10110 Compton Rd. Corpus Christi Schanen Estates Elementary 5717 Killarmet Dr. Corpus Christi Schlitterbahn 14353 Commodores Dr. Corpus Christi Scott Vetters Scout Hut 3221 McKinzie Rd. Corpus Christi Shaw Elementary 2920 Soledad St. Corpus Christi Smith Elementary 6902 Williams Dr. Corpus Christi South Park Middle School 3001 McArdle Rd. Corpus Christi T.G. Allen Elementary 1414 18th St. Corpus Christi Tom Browne Middle School 4301 Schanen Blvd. Corpus Christi Travis Elementary 3210 Churchill Dr. Corpus Christi Tuloso Midway ISD High School 2653 McKinzie Rd. Corpus Christi Tuloso Midway ISD Middle School 9768 LaBranch St. Corpus Christi Valencia Hall 6110 Ayers St. Corpus Christi 4 68 69 70 71 72 73 74 Veterans Memorial High School 3750 Cimarron Blvd Corpus Christi Villa of Corpus Christi - South 4834 Yorktown Blvd Corpus Christi West Oso ISD Jr. High School 5202 Bear Lane Corpus Christi Windsor Park Elementary 4525 S. Alameda St. Corpus Christi Woodlawn Elementary 1110 Woodlawn Dr. Corpus Christi Yeager Elementary 5414 Tripoli Dr. Corpus Christi Zavala Senior Center 510 Osage St. Corpus Christi The Remainder of this page intentionally left blank 5 ATTACHMENT B PRESIDING JUDGES AND ALTERNATE PRESIDING JUDGES PRESIDING JUDGE 1 ALTERNATE JUDGE Polling Place Last Name First Name Last Name First Name Antonio Garcia Arts & Education Center Phillips Brenda Vasquez Maria Baker Middle School Dishman Christopher Jones Grace Ben Garza Gym Perez Gabrielle Trevino Edith Bishop CISD High School MAY 6, 2017 ELECTION ONLY Cude Susan Hinojosa Gloria Bishop CISD Petronila Elementary MAY 6, 2017 ELECTION ONLY Sanchez Diana Sanchez John Blanche Moore Elementary Briones Joseph Fry Sue Ellen Brooks A.M.E. Worship Center Elkins Patti Freeman Carol Calallen East Elementary Leonard Julia Gutierrez Olivia Calallen Middle School-Maint. Bldg. Hamilton Amy Rowland Susan Club Estates Elementary Rendon Angelique Taylor Suzanne Corpus Christi Central Library (La Retama) Saenz Shanda Biven Amy Corpus Christi City Hall McCall Judy Wilson Jewel Cullen Place Middle School Rodriguez Cielo Osteen Tina Cunningham Middle School Mumphord Joel Miller Tommy David Crockett Elementary Muguerza Steve Martinez Rose Mary Deaf and Hard of Hearing Center Lopez Rosa Lopez Maria Del Mar College Castillo Mariana Solano Gracie Driscoll ISD-Cafetorium MAY 6, 2017 ELECTION ONLY Sandoval Silvia Ashley Shortsleeve Ella Barnes Elementary Behr Barbara Arnett Frances Ethyl Eyerly Community Center McCain Eugene Kneuper Lenora Fannin Elementary Martinez Anthony Sorrensen Cynthia Fire Station #7 Williams Karen Bassett Ada Fire Station # 9 Barrientes Jimmy Hernandez Joy Fire Station # 11 Kitchen James Kitchen Krystal 6 Fire Station # 12 Hovda Debbie Montes Ed Flour Bluff ISD-Maint. Dept. Ambler Bill Ambler Melody Galvan Elementary Martinez Yvonne Saenz Erica Gibson Elementary Hughes Sharon Emory Yolanda Gloria Hicks Elementary Vasquez Leticia Rivera Tiffany Grace Presbyterian Church Dalton Sam Bradford Rebecca Grant Middle School Rector Elanor Briones Ruth Hamlin Middle School Sanders Gerald Jones Alyssa Hilltop Community Center Franklin Patricia Martinez Yolanda Island Presbyterian Church Parker Nancy Self Rick John F. Kennedy Elementary Duran Rosario Salinas Flor King High School Bayer Jennifer Zuniga Paul Kiwanis Recreation Center Perrin Rodney Perrin Debra Kolda Elementary Smith Ellouise Rock Curtis Kostoryz Elementary Yarbrough Phillip Arriga Jesse Lindale Senior Center Rodela Linda Rodriguez Mary Lou LULAC West Apartments Pena Janie Estrada Belinda Luther Jones Elementary Alley Joseph Alonzo Richard Magee Elementary Covington Jim Covington Patricia Menger Elementary Herro Josephine Terzo Diana Metro E Elementary Falck Ruth Garrett Christopher MG Building Materials Morris Terry Sendejar John Mireles Elementary Carrion Jessica Carrion Ramon Jr. Montclair Elementary Graham Rita McKeithan Marilyn Moody High School Gutierrez Maria Campos Emily Oak Park Recreation Center Garcia Trina Flores Breanna Our Lady of Mt. Carmel Mission Arenas Margaret Vanderpool Sharon Parkway Presbyterian Church Haas Jane Cruz Hardy Peerless Cleaners Roussel Sheri Salik Georgia Reverend Harold T. Branch Academy Luna John Ataricio Justin 7 Ronnie H. Polston County Bldg. Seeds Buddy Harris Rick Schanen Estates Elementary Prince Harriet Wakefield Wilson Schlitterbahn Bourg Judy Reyna Frank Scott Vetters Scout Hut Santos Daniel Infante Sylvia Shaw Elementary Calderone Carmen Vest Travis Smith Elementary Peterson Kendall Gonzalez Maria South Park Middle School Alaniz Belia Pantoja Yolanda T.G. Allen Elementary Young Larry Rucker- Young Erica Tom Browne Middle School Ramirez Mary Ramirez Tom Travis Elementary Chavez Maria Kimble Janice Tuloso-Midway High School Bryan Aubrey Bryan Beatrice Tuloso-Midway Middle School Carter Gerry Mata Angel Valencia Hall Martinez - Rangel Leticia Saldana Rebecca Veterans' Memorial High School Cortez Rosie Williams Barbara Villa of Corpus Christi - South Paddock Connie Hadyka Gabrielle West Oso Jr. High School Pollard Ruby Pollard Jorry Windsor Park Elementary Ames Fawn Pena Tejano Woodlawn Elementary Stokes Dee Deffendall Ralph Yeager Elementary Smith Huxley Guartuche Lydia Zavala Senior Center Duron Carmen Bassett Catherine Early Voting Ballot Board Last Name First Name Presiding Judge Najvar Margaret Central Counting Station Last Name First Name Presiding Judge Najvar Margaret 8 ATTACHMENT C1 EARLY VOTING INFORMATION Early voting for the May 6, 2017 election begins Monday, April 24, 2017 and ends on Tuesday, May 2, 2017. Early voting for the June 24, 2017 runoff election (if necessary) begins Monday, June 12, 2017 and ends on Tuesday, June 20, 2017. Any voter entitled to vote an early ballot by personal appearance may do so at an Early Voting Site. Main Early Voting Polling Place, Dates & Times Nueces County Courthouse 1st Floor Atrium 901 Leopard Corpus Christi, Texas 78401 Early Voting Dates for the May 6, 2017 Election Monday, April 24, 2017 — Friday, April 28, 2017 Saturday, April 29, 2017 Monday, May 1, 2017 — Tuesday, May 2, 2017 Times 8:00 a.m. — 6:00 p.m. 8:00 a.m. — 5:00 p.m. 7:00 a.m. — 7:00 p.m. Early Voting Dates for the June 24, 2017 Runoff Election (if necessary) Times Monday, June 12, 2017 — Friday, June 16, 2017 8:00 a.m. — 6:00 p.m. Saturday, June 17, 2017 8:00 a.m. — 5:00 p.m. Monday, June 19, 2017 — Tuesday, June 20, 2017 7:00 a.m. — 7:00 p.m. Temporary Branch Polling Places, Addresses & City 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Polling Place Address City Nueces County Court House 901 Leopard Street Corpus Christi Callalen ISD Administration Building 4205 Wildcat Drive Corpus Christi Corpus Christi City Hall 1201 Leopard Street Corpus Christi Corpus Christi Fellowship 6602 S Staples Street Corpus Christi Deaf and Hard of Hearing Center 5151 McArdle Road Corpus Christi Ethel Eyerly Senior Center 654 Graham Road Corpus Christi Greenwood Senior Center 4040 Greenwood Drive Corpus Christi Veterans Memorial High School 3750 Cimarron Boulevard Corpus Christi Valencia Hall 6110 Ayers Street Corpus Christi West Oso ISD 5050 Rockford Drive Corpus Christi Hilltop Community Center 11425 Leopard Street Corpus Christi Schlitterbahn 14353 Commodore Drive Corpus Christi Bishop City Hall EARLY VOTING MAY 6, 2017 ELECTION ONLY 203 E Main Street Corpus Christi Driscoll ISD (Old Cafeteria) EARLY VOTING MAY 6, 2017 ELECTION ONLY 425 Dragon Street Driscoll Petronilla Elementary EARLY VOTING MAY 6, 2017 ELECTION ONLY 2391 County Road 67 Robstown 9 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 21, 2017 Action Item for the City Council Meeting of March 28, 2017 DATE: March 7, 2017 TO: Margie C. Rose, City Manager THRU: Sylvia Carrillo, Assistant City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Appointment of Financial Advisor for Utility System Revenue Refunding Bonds, Series 2017A CAPTION: Motion authorizing the appointment of and approving the contract for M. E. Allison, & Co., as Financial Advisor for the City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2017A in an amount not to exceed $77,520,000. PURPOSE: The City plans on refunding for savings Utility System revenue obligations related to Choke Canyon Dam, as well as any callable, outstanding Utility System Revenue Bonds in an amount not to exceed $77,520,000 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 the attachment for the Financial Advisor's contract. 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, Assistant City Manager, and Director of Financial Services. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Financial Services • 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: Financial Advisor Contract Form 1295 TELEPHONE FAX 210-930-4000 210-930-4001 INVESTMENT BANKERS 950 gae a?d Lm .% 7Ye Y.Z> January 12, 2017 City of Corpus Christi, Texas 1201 Leopard Corpus Christi, TX 78401 Re: Up to $77,520,000* City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2017A #***************************************************************************### In regard to serving as the City's financial advisor and consultant, we submit the following proposal or agreement for your approval and acceptance. 1. Term. This Agreement shall be terminated by the delivery to the Purchaser of all the securities described above, whether delivered all at one time or in installments. It may be extended for an additional period by mutual agreement in writing. This agreement may be terminated at any time by either of us by giving thirty (30) days written notice to the other party. 2. Duties. The duties and responsibilities to be performed under this agreement include consulting and advising the City in the development and implementation of a financing plan for the issuance and sale of up to $77,520,000* City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2017A. 3. Compensation. The fee will be based on the size of the issue, and computed on the attached schedule, Exhibit A. The fee will be due and payable from the proceeds of the Bonds. We would expect to be reimbursed for actual out-of-pocket expenses for telephone, photocopies, facsimile transmissions, printing, computer, if any, and travel incurred in connection with ratings, municipal bond insurance or Closing of such financing(s). 4. Special Conditions. In addition to the terms and obligations herein contained, this proposal and agreement is subject to the following special conditions: a) M. E. Allison & Co., Inc. will incur and pay on behalf of the City the approved expenses in relation to the issuance of the Bonds and will submit said expenses for reimbursement at Closing. Approved expenses will include, but not be limited to, printing, shipping and posting of Official Statement, printing of Bonds, and travel expenses in relation thereto, Bond sale advertisements, municipal bond insurance premiums, Attorney General's fees, etc. (b) The City will pay Bond Attorney, Rating Agency fees and Paying Agent/Registrar directly or will direct M. E. Allison & Co., Inc. to pay these Preliminary, subject to change Continued ... tel. sad. w Z., J. INVESTMENT BANK ERS January 12. 2017 City of Corpus Christi. Texas 1201 Leopard Re: Up to $77,520,000* City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2017A Page 2 fees on behalf of the City from the cost of issuance proceeds subsequent to the closing of the hond transaction. (c) The City will at all times remain responsible for all fees incurred on behalf of the City in relation to the proposed hond issue. In the event the contemplated issue is not completed. the City will not owe the financial advisory Ice to M. E. Allison & Co.. Inc.. but the City will remain responsible for all expenses incurred by the Firm on behalf of the City as well as all direct expenses of the City including Bond Attorne) and Rating Agency fees. 5. This proposal is submitted in duplicate originals. When accepted by the City. it will constitute the entire agreement between the City and the undersigned for the purpose and considerations herein specified. Your acceptance gill he indicated by proper signatures of your authorised officers or representative on both copies and the rcturningof one executed copy to us. Respectfully submitted. M. E. ALLISON & CO.. INC. Authorised Representative ACCEPTED on behalf of the City of Corpus Christi. Texas the clap of 2017 Authorised Official ATTEST: City Secretary Preliminary, subject to change. TELEPHO1JE FAX 210-930-4000 210 930-4001 ./eKsfeedews K,L4 INVESTMENT BANKERS cSfoseandia ..% 7a,2Oftf8Jf EXHIBIT A FINANCIAL ADVISORY FEE SCHEDULE GENERAL OBLIGATION BONDS And Not More than 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, COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, REFUNDING BONDS, OBLIGATIONS USING A REVENUE SOURCE AS REPAYMENT, DIRECT SUBSIDY OBLIGATIONS OR LEASE PURCHASE In the event the Bonds to be issued are Revenue Bonds or Combination Tax and Revenue Certificates of Obligation. Refunding Bonds, Obligations using a revenue source as repayment, Direct Subsidy Obligations or Lease Purchase, the fee shall be the amount computed from the above schedule, plus 25%. 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: 2017-154226 Date Filed: 01/13/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. M. E. Allison & Co., Inc. San Antonio, 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, TX 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 services, goods, or other property to be provided under the contract. 2017 UJLRREF - FA Financial Advisory Services 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Seal, Mark San Antonio, TX United States X Seal, Michael San Antonio, TX United States X Allison, Christopher San Antonio, TX United States X Allison Jr., Al San Antonio, 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. pT•:Y PVP` AMANDA M MACDANIEL 1 0 ItY co� &pfl��S�S yOHH BORES *4 Jr * 08 2512020 OF NOTARY ID: 130796673 gnature of authorized nt of contracting business entity , this the day of , AFFIX NOTARY STAMP / SEAL ABOVE /� Sworn and subscribed before me, by the said a, k /T3C �to 20 to certifywhich, witness myhand and seal of office. 1 7 ./13 a J e ( �Qj�r+cA,,. ar7"456-17-cJ�AIVANCIS 112er Signature of icer administering oath Printed name of offi administering oath Ti of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us AGENDA MEMORANDUM First Reading for the City Council Meeting of March 21, 2017 Second Reading for the City Council Meeting of March 28, 2017 DATE: March 8, 2017 TO: Margie C. Rose, City Manager THRU: Sylvia Carrillo, Assistant City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Refunding of Choke Canyon Debt CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds", as further designated by series and lien priority of revenue pledge, in an amount not to exceed $77,520,000; making provisions for the payment and security thereof by a lien on and pledge of the net revenues of the City's Utility System which may be on a parity with certain currently outstanding Utility System revenue obligations; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of one or more paying agent/registrar agreements, escrow agreements, and a purchase contracts; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; delegating the authority to certain members of the City staff to execute certain documents relating to the sale of the bonds; and providing an effective date. PURPOSE: The City plans on refunding for savings Utility System revenue obligations related to Choke Canyon Dam, as well as any callable, outstanding Utility System Revenue Bonds in an amount not to exceed $77,520,000 BACKGROUND AND FINDINGS: In 1976, the U.S. Department of the Interior, through the Bureau of Reclamation (the Bureau), constructed a 700,000 acre feet dam on the Frio River, known as the Choke Canyon Dam (the Project). The City and the Nueces River Authority (the Authority) were local sponsors of the Project and entered into an agreement with the Bureau to provide a portion of the funds necessary to construct the dam (cost of water supply rights). The dam site remained the property of the Bureau although the City and Authority have the right, in perpetuity, to impound 80% and 20% respectively, of the water in the Project's reservoir. Pursuant to a separate agreement between the City and the Authority, the City, in exchange for certain services, pays the Authority $100,000 per calendar year plus additional sums for water used as specified in the agreement. The note payable to the Bureau to fund the Project had an escalating debt service schedule with low payments in the first several years. In 1987 the City Council established an annuity (i.e. "Reserved for Choke Canyon" account) to levelize the payments from the Water Fund to the Bureau for the Choke Canyon debt. In the initial years of the note, payments of $3,245,000, which were greater than the actual debt service payment to the Bureau from the Water Fund, were made, with the excess going into the reserve fund. This excess was paid through a rate surcharge on inside city -limit (ICL) and outside city -limit (OCL) metered treated water customers (ratepayers.) Now that the actual debt service payments are higher, the annuity is used to maintain the level payments in the Water Fund at an annual amount of $1,124,525. Credit for the reserve draw -downs is only applied to the raw water cost adjustment for ratepayers. The balance in the reserve account should be depleted by 2044 — when the last debt service payment is made. As of September 30, 2016, the balance in this account is was $13,631,530. This balance can only be used to pay the Choke Canyon debt. The interest rate for this debt is 5.116%. This agenda item will lower the interest rate to a true interest cost of approximately 2.7% and will produce a net present value savings of approximately $9.1 million over the life of the debt. This equates to a savings to the Water Fund of approximately $1.4 million for Fiscal Year 2017 and then approximately $670,000 thereafter. Additionally, $27,535,000 of callable bonds from the Series 2005 Utility System Revenue Refunding Bonds have been identified for refunding if the market permits on the day of pricing. This refunding is anticipated to produce a net present value savings of $1.9 million or 7.0%. This equates to a savings for the Water Fund of approximately $700,000 in Fiscal Year 2017, and $400,000 over the next 3 years. ALTERNATIVES: Take no action. OTHER CONSIDERATIONS: Not applicable FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue X CIP FISCAL YEAR: Project to Date Exp. Current Year Future Years TOTALS (CIP Only) Budget - - - - Encumbered/Expended amount of (date) - - - - This item - $ 77,520,000 - $ 77,520,000 BALANCE - $ 77,520,000 - $ 77,520,000 FUND(S): Water Fund COMMENTS: Not applicable RECOMMENDATION: Staff recommends approval of the ordinance as presented. CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: • Financial Services • Bond Counsel • City Attorney's Office LIST OF SUPPORTING DOCUMENTS: Ordinance ORDINANCE NO. DRAFT 3/9/17 AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM REVENUE REFUNDING BONDS", AS FURTHER DESIGNATED BY SERIES AND LIEN PRIORITY OF REVENUE PLEDGE, IN AN AMOUNT NOT TO EXCEED $77,520,000; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF BY A LIEN ON AND PLEDGE OF THE NET REVENUES OF THE CITY'S UTILITY SYSTEM WHICH MAY BE ON A PARITY WITH CERTAIN CURRENTLY OUTSTANDING UTILITY SYSTEM REVENUE OBLIGATIONS; STIPULATING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY THEREWITH; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF ONE OR MORE PAYING AGENT/REGISTRAR AGREEMENTS, ESCROW AGREEMENTS, AND PURCHASE CONTRACTS; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) has heretofore entered into that certain Federal Contract numbered 6-07-01-X0675 by and among the United States of America, the City and the Nueces River Authority, dated June 30, 1976, and amended on June 16, 1980, with respect to the Nueces River Reclamation Project (the Federal Contract), under which the City has incurred payment obligations in the form of principal and interest that are secure by a subordinate and inferior lien on and pledge of the Net Revenues (as hereinafter defined) of the City's combined utility systems (as further described and defined herein, the System); and WHEREAS, the City Council has heretofore issued and there are currently outstanding revenue bonds secured by a first and prior lien on and pledge of the Net Revenues of the System (the Refunded Bonds, and together with the Federal Contract, the Refunded Obligations); and WHEREAS, the Refunded Obligations, as further described in Schedule I hereto, are currently outstanding in the aggregate principal amount of $ ; and WHEREAS, the City Council has heretofore issued, and there are currently outstanding revenue bonds (the Previously Issued Junior Lien Obligations) secured by a lien on and pledge 27638142.12 of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds (as hereinafter defined); and WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued Junior Lien Obligations, the City reserved the right to issue revenue bonds on a parity with the Junior Lien Obligations (as hereinafter defined) from time to time outstanding; and WHEREAS, the City Council has determined for the purpose of improving the credit quality of its Junior Lien Obligations, which has become its primary lien for issuing System debt, that it will no longer issue obligations secured by a first and prior lien on and pledge of the Net Revenues of the System referred to herein as "Priority Bonds", on parity with the lien thereon and pledge thereof securing the Previously Issued Priority Bonds, for new money purposes and, at such time as no Priority Bonds remain outstanding, all System revenue obligations now subordinate and inferior to the Priority Bonds in priority of lien on and pledge of Net Revenues shall be elevated in kind in priority of lien and payment so that when there are no longer any Priority Bonds outstanding, the Junior Lien Obligations (defined herein) will enjoy a first and prior lien on and pledge of the Net Revenues of the System; and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code, as amended (Chapter 1207), the City Council is authorized to issue revenue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit, when made in accordance with the Act, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 requires that the deposit of the proceeds from the sale of the revenue refunding bonds be deposited directly with any designated escrow agent for the Refunded Obligations that is not the depository bank of the City; and WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, which is not a depository bank of the City, is appointed and will serve as the Paying Agent/Registrar (hereinafter defined) and Escrow Agent (hereinafter defined) for the revenue refunding bonds; and WHEREAS, the City Council also hereby finds and determines that the Refunded Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20) years from the date of the Bonds herein authorized and such refunding will result in a net present value savings of approximately $ ( %) to the City and a gross savings of $ , including the cash contribution of $ , WHEREAS, the revenue refunding bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State of Texas, including the Act (defined herein), and the terms of this Ordinance (as hereinafter defined), for the purposes set forth in this Ordinance; and now therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: 27638142.12 -2- SECTION 1: Authorization - Designation - Principal Amount - Purpose. Revenue refunding bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO/100 DOLLARS ($ ), to be designated and bear the title of CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2017A (the Bonds), pursuant to this ordinance adopted by the City Council (the Ordinance) for the purpose of (i) discharging and making final payment of the Refunded Obligations, and (ii) paying the costs of issuance relating thereto. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the laws of the State of Texas, including, particularly, Chapter 1207 and Chapter 1371, as amended, Texas Government Code (Chapter 1371 and, together with Chapter 1207, the Act). As authorized by the Act, each Authorized Official is hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering, in one or more series, the Bonds authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Bonds (referenced to and defined herein as the Purchasers), the redemption provisions therefor, the rate of interest to be borne on the principal amount of each such maturity, the identification of an underwriter or underwriting syndicate for the Bonds, the priority of the lien on and pledge of the Net Revenues securing each series of Bonds (whether issued as Additional Junior Lien Obligations or Subordinate Lien Obligations), selection of the provider of a policy of municipal bond issuances securing the repayment of principal of and interest on any series of Bonds (if any), selection of a Credit Provider to provide a Credit Facility to satisfy any debt service reserve fund requirement relating to any series of Bonds, of any, and authority to finalize, enter into, and execute a Credit Agreement, in substantially the form attached hereto as Exhibit F, in connection therewith, and selection from the Refunding Candidates of the Refunded Obligations to be refunded from the proceeds of the Bonds. Each Authorized Official, acting for and on behalf of the City, is authorized to execute the Approval Certificate (defined herein) attached hereto as Schedule I. In addition, each Authorized Official may further designate each series of Bonds hereunder issued by year of issue, lien priority of Net Revenue Pledge, and sequential order of issuance. The Bonds shall be issued in the principal amount not to exceed $77,520,000; the maximum maturity of the Bonds will be July 15, 2045, the refunding will result in a net present value savings of at least 3.00%, and the true interest rate (federal arbitrage yield) shall not exceed a rate greater than 6.00% per annum calculated in a manner consistent with the provisions of Chapter 1204, as amended, Texas Government Code. As stated above, each Authorized Official is authorized to select the bond insurer and/or debt service reserve fund surety provider, if any, with respect to the Bonds. If the Authorized Official chooses to purchase a debt service reserve surety policy or similar credit facility relating to the Bonds, then the Authorized Official shall be permitted to execute an insurance or similar reimbursement agreement in the form of a Credit Agreement and in substantially the form attached hereto as Exhibit F (which form is hereby approved) in connection with such purchase. The execution of an Approval Certificate relating to the Bonds issued hereunder shall evidence the sale date of the 27638142.12 -3- Bonds by the City to the Purchasers in accordance with the provisions of Chapter 1371. It is further provided, however, that notwithstanding the foregoing provisions, no Bonds shall be delivered unless prior to their initial delivery unless rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Dated Date. The Bonds are issuable in fully registered form only; shall be dated , 2017 (the Dated Date); shall be in denominations of $5,000 or any integral multiple thereof, shall be lettered "R-" and numbered consecutively from One (1) upward and principal shall become due and payable on July 15 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Dated Date, or the most recent Interest Payment Date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the rates per annum in accordance with the following schedule: Years of Stated Maturity (July 15) 27638142.12 Principal Interest Amounts ($) Rates (%) -4- SECTION 3: Payment of Bonds - Interest Payments - Paying Agent/Registrar. The principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of and interest on the Bonds shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Bonds. The Bonds shall bear interest on the unpaid principal amount thereof at the per annum rates shown above in Section 2, computed on the basis of a 360 -day year of twelve 30 -day months, and interest thereon shall be payable semiannually on January 15 and July 15 of each year (each, an Interest Payment Date), commencing July 15, 2017, while the Bonds are Outstanding. 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, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Both principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (defined herein) for purposes of payment of interest thereon and (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof at the Bonds' Stated Maturity or upon prior redemption of the Bonds. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of, and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on 27638142.12 -5- the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the last business day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. A. Mandatory Redemption. The Bonds stated to mature on July 15, 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 July 15 in each of the years as set forth below: Term Bonds Stated to Mature on July 15, 20 Principal 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 fifty (50) days prior 27638142.12 -6- 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. B. Optional Redemption. The Bonds having Stated Maturities on and after July 15, 20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on July 15, 20, or any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the City Council. D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States Mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable 27638142.12 -7- redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). F. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be required (i) to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds or (ii) to transfer or exchange any Bond selected for redemption, provided; however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5: Execution - Registration. The Bonds shall be executed on behalf of the City by its Mayor or Mayor Pro Tem, its seal reproduced or impressed thereon, and attested by the City Secretary. The signature of either officer on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers (defined herein), all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized 27638142.12 -8- denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of the same series and of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Bonds, to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 27 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7: Initial Bond. The Bonds herein authorized shall be issued initially either (i) as a single fully -registered Bond in the total principal amount of $ with principal installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully -registered Bond for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (the Initial Bond) and, in either case, the Initial Bond shall be registered in the name of the initial purchasers or the designee thereof. The Initial Bond shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchasers. Any time after the delivery of the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. 27638142.12 -9- SECTION 8: Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of Bond Counsel (hereinafter referenced)) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. 27638142.12 [The remainder of this page intentionally left blank] -10- B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2017A Dated Date: , 2017 REGISTERED OWNER: Interest Rate: Stated Maturity: CUSIP NO: PRINCIPAL AMOUNT: DOLLARS The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption), and to pay interest on the unpaid Principal Amount hereof from the Dated Date or from the most recent interest payment date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360 -day year of 30 -day months; such interest being payable on January 15 and July 15 of each year (each, an Interest Payment Date), commencing July 15, 2017. Principal and premium, if any, of the Bond shall be payable to the Registered Owner hereof (the Holder) upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the last business day of the month next preceding each interest payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on the appropriate date of payment by United States Mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. 27638142.12 -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 (the Ordinance), for the purpose of (i) discharging and making final payment of the Refunded Obligations, and (ii) paying the costs of issuance relating thereto, all in conformity with the laws of the State of Texas, particularly the City's Home Rule Charter and the Act, and the Ordinance. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. The Bonds stated to mature on July 15, 20 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 July 15 in each of the years as set forth below: Term Bonds Stated to Mature on July 15, 20 Principal 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 fifty (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. The Bonds stated to mature on and after July 15, 20 may be redeemed prior to their Stated Maturities, at the option of the City, on July 15, 20 or on any date, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par, together with accrued interest to the date of redemption, and upon thirty (30) days prior written notice being given by United States mail, first-class postage prepaid, to Holders of the Bonds to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple 27638142.12 -12- thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof') shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. In the event of a partial redemption of the principal amount of this Bond, payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of this Bond to the corporate trust office of the Paying Agent/Registrar and, there shall be issued to the registered owner hereof, without charge, a new Bond or Bonds of like maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty-five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are special obligations of the City, issued as Junior Lien Obligations, payable from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues, being (primarily) a lien on and pledge of the Net Revenues derived from the operation of the City's utility system (as further described in the Ordinance, the System), that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations. In the Ordinance, the City reserves and retains the right to issue Additional Priority Bonds (but not for "new money" purposes), Additional Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations without limitation as to principal amount but subject to any terms, conditions, or restrictions set forth in the Ordinance or as may be applicable thereto under law or otherwise. The Bonds do not constitute a legal or equitable pledge, charge, lien, or encumbrance upon any property of the City or System, except with respect to the Junior Lien Pledged Revenues. The Holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description and nature of the Junior Lien Pledged Revenues pledged for the payment of the Bonds; the terms and conditions under which the City may issue Additional Priority Bonds (but not for "new money" purposes), Additional Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations; 27638142.12 -13- the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding special obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by law, and that issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by a pledge of and lien on the Junior Lien Pledged Revenues. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. 27638142.12 [The remainder of this page intentionally left blank] -14- IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed facsimile signature of the Mayor of the City, attested by the imprinted or lithographed facsimile signature of the City Secretary, and the official seal of the City has been duly affixed to, printed, lithographed or impressed on this Bond. CITY OF CORPUS CHRISTI, TEXAS ATTEST: City Secretary (SEAL) 27638142.12 Mayor [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 THE STATE OF TEXAS § § § § REGISTER NO. I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) * Bond to Printer: Not to appear on printed Bonds D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within -mentioned Ordinance; the Bond or Bonds of the above -entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: * Bond to Printer: to appear on printed Bonds 27638142.12 -16- THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Dallas, Texas as Paying Agent/Registrar By: Authorized Signature E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within 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: 27638142.12 [The remainder of this page intentionally left blank.] -17- F. Form of 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: (1) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed "as shown below"; (2) the first two paragraphs shall read as follows: REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the fifteenth day of July in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (%) (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Dated Date, or from the most recent interest payment date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360 -day year of 30 -day months; such interest being payable on January 15 and July 15 of each year (each, an Interest Payment Date), commencing July 15, 2017. Principal of this Bond shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender, at the corporate trust office of The 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 last business day of the month next preceding each interest payment date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. 27638142.12 -18- G. Insurance Legend. If bond insurance is obtained by the Purchasers or the City for the Bonds, 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 32 and 46 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Accountant shall mean a nationally recognized independent certified public accountant, or an independent firm of certified public accountants. B. The term Additional Junior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Junior Lien Pledged Revenues, such pledge to include a pledge of Net Revenues that is junior and inferior to the lien on and pledge of the Net Revenues that are or will be pledged to the payment of the Priority Bonds now Outstanding or hereafter issued by the City but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of the Subordinate Lien Obligations and the Inferior Lien Obligations now Outstanding or hereafter issued by the City, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, as determined by the City Council in accordance with applicable law. C. The term Additional Priority Bonds shall mean any obligations hereafter issued to refund any of the Previously Issued Priority Bonds if issued in a manner so as to be payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law and under the terms and conditions provided in Section 19 of this Ordinance. D. The term Approval Certificate shall mean a written instrument from time to time executed by an Authorized Official in accordance with Section 1 of this Ordinance. E. The term Authorized Official shall mean the City Manager of the City, the Assistant City Manager of the City, and the City's Director of Financial Services (which shall include any person serving in any of the foregoing capacities on an interim or non -permanent basis). F. The term Average Annual Debt Service Requirements shall mean that average amount which, at the time of computation, will be required to pay the Debt Service Requirements of obligations when due and derived by dividing the total of such Debt Service Requirements by the number of years then remaining before final Stated Maturity. The 27638142.12 -19- calculation of Average Annual Debt Service Requirements shall be net of (1) capitalized interest from bond proceeds and (2) the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as one offset to regularly scheduled debt service of the series of Junior Lien Obligations to which it relates. G. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2017A", dated , 201, authorized by this Ordinance. H. The term Bond Fund shall mean the special Fund or account created and established by the provisions of Section 13 of this Ordinance. L The term Capital Additions shall mean a reservoir or other water storage facilities, a water or wastewater treatment plant or an interest therein, an electric generation facility and/or distribution system or an interest therein, a gas distribution system or an interest therein and associated transmission facilities with respect to each and any combination thereof, which shall become a part of the System. J. The term Capital Improvements shall mean any capital extensions, improvements and betterments to the System other than Capital Additions. K. The term City shall mean the City of Corpus Christi, Texas and, where appropriate, the City Council of the City. L. The term Closing Date shall mean the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchasers. M. The term Credit Agreement shall mean a loan agreement, revolving credit agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance contract, commitments to purchase Debt, purchase or sale agreements, interest rate swap agreements, or commitments or other contracts or agreements authorized, recognized, and approved by the City as a Credit Agreement in connection with the authorization, issuance, security, or payment of any obligation authorized by Chapter 1371, and which includes any Credit Facility. N. The term Credit Facility shall mean (i) a policy of insurance or a surety bond, issued by an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations, or (ii) a letter or line of credit issued by any financial institution. O. The term Credit Provider shall mean any bank, financial institution, insurance company, surety bond provider, or other institution which provides, executes, issues, or otherwise is a party to or provider of a Credit Agreement or Credit Facility. P. The term Debt shall mean (1) all indebtedness payable from Net Revenues and/or Junior Lien Pledged Revenues incurred or assumed by the City for borrowed money (including indebtedness 27638142.12 -20- payable from Net Revenues and/or Junior Lien Pledged Revenues arising under Credit Agreements) and all other financing obligations of the System payable from Net Revenues and/or Junior Lien Pledged Revenues that, in accordance with generally accepted accounting principles, are shown on the liability side of a balance sheet; and (2) all other indebtedness payable from Junior Lien Pledged Revenues and/or Net Revenues (other than indebtedness otherwise treated as Debt hereunder) for borrowed money or for the acquisition, construction, or improvement of property or capitalized lease obligations pertaining to the System that is guaranteed, directly or indirectly, in any manner by the City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement, contingent or otherwise, to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise. For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to the maturity thereof, there shall have been deposited with the proper depository (a) in trust the necessary funds (or investments that will provide sufficient funds, if permitted by the instrument creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be considered Debt unless such item constitutes indebtedness under generally accepted accounting principles applied on a basis consistent with the financial statements of the System in prior Fiscal Years. Q. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest calculated by assuming (i) that the interest rate for every 12 -month period on such bonds is equal to the rate of interest reported in the most recently published edition of The Bond Buyer (or its successor) at the time of calculation as the "Revenue Bond Index" or, if such Revenue Bond Index is no longer being maintained by The Bond Buyer (or its successor) at the time of calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid on United States Treasury obligations of like maturity and (ii) that, in the case of bonds not subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds is amortized such that annual debt service is substantially level over the remaining stated life of such bonds or in the manner permitted under Section 1371.057(c), as amended, Texas Government Code as the same relates to interim or non—permanent indebtedness, and in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity according to a fixed schedule, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto (in each case notwithstanding any contingent obligation to redeem bonds more rapidly). For the term of any Credit Agreement in the form of an interest rate hedge agreement entered into in connection 27638142.12 -21- with any such obligations, Debt Service Requirements shall be computed by netting the amounts payable to the City under such hedge agreement from the amounts payable by the City under such hedge agreement and such obligations. R. The term Depository shall mean an official depository bank of the City. S. The term Engineer shall mean an individual, firm, or corporation engaged in the engineering profession, being a registered professional engineer under the laws of the State of Texas, having specific experience with respect to a combined municipal utility system similar to the System and such individual, firm, or corporation may be employed by, or may be an employee of, the City. T. The term Fiscal Year shall mean the twelve month accounting period used by the City in connection with the operation of the System which may be any twelve consecutive month period established by the City, presently being that period commencing on October 1 of each year and ending on the following September 30. U. 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, and (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. When the Previously Issued Junior Lien Obligations issued on or before August 25, 2016, are no longer Outstanding, 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. V. The term Gross Revenues shall mean all revenues, income, and receipts derived or received by the City from the operation and ownership of the System, including the interest income from the investment or deposit of money in any Fund created or confirmed by this Ordinance or maintained by the City in connection with the System, other than those amounts subject to payment to the United States of America as rebate pursuant to section 148 of the Code. 27638142.12 -22- W. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. X. The term Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, which pledge is subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be pledged to the payment of the Priority Bonds, that is included in Junior Lien Pledged Revenues, that will be pledged to the payment of the Subordinate Lien Obligations, and that is on parity with the lien on and pledge of the Net Revenues securing the payment of the then -Outstanding Inferior Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. Y. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being January 15 and July 15 of each year, commencing July 15, 2017, while any of the Bonds remain Outstanding. Z. The term Junior Lien Obligations shall mean (i) the Previously Issued Junior Lien Obligations, (ii) any Additional Junior Lien Obligations, and (iii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations, as determined by the City Council in accordance with applicable law. AA. The term Junior Lien Pledged Revenues means (1) the Net Revenues that remain after payment of all amounts, and funding of all funds, relating to any Priority Bonds, plus (2) any additional revenues, income, receipts, or other resources, including, without limitation, any grants, donations, or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of the Bonds, and at the City's discretion, any Additional Junior Lien Obligations, and excluding those revenues excluded from Gross Revenues. BB. The term Net Revenues shall mean all Gross Revenues less Operating Expenses. CC. The term Operating Expenses shall mean the expenses of operation and maintenance of the System, including all salaries, labor, materials, repairs, and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City, reasonably and fairly exercised by the passage of appropriate ordinances, are necessary to render adequate service, or such as might be necessary to meet some physical accident or condition which would otherwise impair any Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, or other Debt of the System. Operating Expenses shall include the purchase of water, sewer and gas services as received from other entities and the expenses related thereto, and, to the extent permitted by a 27638142.12 -23- change in law (and receipt of an opinion as to legality from a firm of nationally recognized bond counsel), Operating Expenses may include payments made on or in respect of obtaining and maintaining any Credit Facility. Operating Expenses shall never include any allowance for depreciation, property retirement, depletion, obsolescence, and other items not requiring an outlay of cash and any interest on the Bonds or any Debt. DD. The term Ordinance shall mean this Ordinance adopted by the City Council on March 28, 2017 authorizing the issuance of the Bonds. EE. The term Outstanding shall mean when used in this Ordinance with respect to all Debt means, as of the date of determination, all Debt except: (1) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations for which payment has been duly provided by the City in accordance with the provisions of Section 34 of this Ordinance; and (3) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 27 of this Ordinance. FF. The term Paying Agent/Registrar shall mean the financial institution specified in Section 3 of this Ordinance, or its herein -permitted successors and assigns. GG. The term Previously Issued Junior Lien Obligations shall mean, as of the Closing Date the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues which includes a lien on and pledge of Net Revenues of the System that is junior and inferior to the lien thereon and pledge thereof securing the Priority Bonds but superior to the lien thereon and pledge thereof securing the Subordinate Lien Obligations and Inferior Lien Obligations, identified as follows: (1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2012", dated November 15, 2012, in the original principal amount of $69,085,000; (2) "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012", dated November 15, 2012, in the original principal amount of $155,660,000; (3) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2013", dated November 1, 2013, in the original principal amount of $97,930,000; 27638142.12 -24- (4) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2015", dated July 1, 2015, in the original principal amount of $46,990,000; (5) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2015A", dated March 1, 2015, in the original principal amount of $93,600,000; (6) "City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 2015B", dated March 1, 2015, in the original principal amount of $49,585,000; (7) "City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 2015C", dated July 1, 2015, in the original principal amount of $101,385,000; (8) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2016", dated August 1, 2016, in the original principal amount of $80,415,000; and (9) Upon issuance, the Bonds. HH. The term Previously Issued Priority Bonds shall mean, as of the Closing Date (i) the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System, identified as follows: (1) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005", dated January 1, 2005, in the original principal amount of $70,390,000; (2) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2009", dated March 1, 2009, in the original principal amount of $96,490,000; (3) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010", dated March 1, 2010, in the original principal amount of $8,000,000; (4) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Taxable Series 2010 (Direct Subsidy -Build America Bonds)", dated July 1, 2010, in the original principal amount of $60,625,000; (5) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010A", dated July 1, 2010, in the original principal amount of $14,375,000; and 27638142.12 -25- (6) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2012", dated April 1, 2012, in the original principal amount of $52,500,000. II. The term Priority Bonds shall mean the Previously Issued Priority Bonds and any Additional Priority Bonds hereafter issued to refund any of the foregoing if issued in a manner so as to be payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System, as determined by the City Council in accordance with any applicable law. JJ. The term Prudent Utility Practice shall mean any of the practices, methods and acts, in the exercise of reasonable judgment, in the light of the facts, including but not limited to the practices, methods and acts engaged in or approved by a significant portion of the public utility industry prior thereto, known at the time the decision was made, would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. It is recognized that Prudent Utility Practice is not intended to be limited to the optimum practice, method or act at the exclusion of all others, but rather is a spectrum of possible practices, methods or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. In the case of any facility included in the System which is owned in common with one or more other entities, the term "Prudent Utility Practice", as applied to such facility, shall have the meaning set forth in the agreement governing the operation of such facility. KK. The term Purchasers shall mean the initial purchaser or purchasers of the Bonds named in Section 28 of this Ordinance. LL. The term Refunding Candidates shall mean the following obligations of the City from which the Refunded Obligations are selected by an Authorized Official: (1) Federal Contract No. 6-07-01-X0675 entered into by an among the United States of America, the City and the Nueces River Authority, dated June 30, 1976, and amended on June 16, 1980, with respect to the Nueces River Reclamation Project; and (2) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005", dated January 1, 2005, in the original principal amount of $70,390,000 and maturing on July 15 in each of the years 2018 through 2020 in the aggregate principal amount of $27,520,000. MM. The term Required Reserve Amount shall have the meaning given such term in Section 14 of this Ordinance. NN. The term Reserve Fund shall have the meaning given such term in Section 14 of this Ordinance. 00. The term Reserve Fund Deposits shall have the meaning given such term in Section 14 of this Ordinance. 27638142.12 -26- PP. The term Special Project shall mean, to the extent permitted by law, any water, sewer, wastewater reuse, or municipal drainage system property, improvement, or facility declared by the City, upon the recommendation of the City Council, not to be part of the System, for which the costs of acquisition, construction, and installation are paid from proceeds of Special Project Bonds (as hereinafter defined) being a financing transaction other than the issuance of bonds payable from ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues, and for which all maintenance and operation expenses are payable from sources other than ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues, but only to the extent that and for so long as all or any part of the revenues or proceeds of which are or will be pledged to secure the payment or repayment of such costs of acquisition, construction, and installation under such Special Project Bonds. QQ. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on July 15 of each year, as set forth in Section 2 of this Ordinance. RR. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be pledged to the payment of the Priority Bonds or that is included in Junior Lien Pledged Revenues, but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of the Inferior Lien Obligations now Outstanding or hereafter issued by the City, and on parity with the lien on and pledge of the Net Revenues securing the payment of the then - Outstanding Subordinate Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. SS. The term System shall mean and include, whether now existing or hereinafter added (including additions made from time to time in accordance with the provisions of the City ordinances authorizing the issuance of the Outstanding Priority Bonds), the City's existing combined waterworks system, wastewater disposal system and gas system, together with all future extensions, improvements, enlargements, and additions thereto, including, to the extent permitted by law (and to be added at the sole discretion of the City), storm sewer and drainage within the waterworks system, solid waste disposal system, additional utility (including electricity), telecommunications, technology, and any other similar enterprise services, and all replacements, additions, and improvements to any of the foregoing, within or without the City limits; provided that, notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the term System shall not include any waterworks, wastewater or gas facilities which are declared by the City to be a Special Project and not a part of the System and which are hereafter acquired or constructed by the City with the proceeds from the issuance of Special Project Bonds, which are hereby defined as being special revenue obligations of the City which are not secured by or payable from all or part of the Net Revenues and/or Junior Lien Pledged Revenues, but which are secured by and payable solely from special contract revenues, or payments received from the City or any other legal entity, or any combination thereof, in connection with such facilities; and such revenues or payments shall not be considered as or 27638142.12 -27- constitute Gross Revenues of the System, unless and to the extent otherwise provided in the ordinance or ordinances authorizing the issuance of such Special Project Bonds. TT. The term System Fund shall have the meaning given such term in Section 12 of this Ordinance. SECTION 10: Pledge of Junior Lien Pledged Revenues. A. The City hereby covenants and agrees that the Junior Lien Pledged Revenues of the System are hereby irrevocably pledged to the payment and security of the Junior Lien Obligations, including the establishment and maintenance of the special funds or accounts created for the payment and security thereof, all as hereinafter provided; and it is hereby resolved that the Junior Lien Obligations, and the interest thereon, shall constitute a lien on and pledge of the Junior Lien Pledged Revenues and be valid and binding without any physical delivery thereof or further act by the City, and the lien created hereby on the Junior Lien Pledged Revenues for the payment and security of the Junior Lien Obligations, shall be, subject to the subordinate lien nature of the Junior Lien Pledged Revenues as herein described otherwise, prior in right and claim as to any other indebtedness, liability, or obligation of the City or the System. The Junior Lien Obligations are and will be secured by and payable only from the Junior Lien Pledged Revenues, and are not secured by or payable from a mortgage or deed of trust on any properties whether real, personal, or mixed, constituting the System. B. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the Bonds and the pledge of Junior Lien Pledged Revenues granted by the City under subsection A of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Junior Lien Obligations are Outstanding and unpaid such that the pledge of the Junior Lien Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Junior Lien Obligations the perfection of the security interest in this pledge, the City Council agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, as amended, Texas Business & Commerce Code and enable a filing to perfect the security interest in this pledge to occur. SECTION 11: Rates and Charges. For the benefit of the Holders of the Bonds and in addition to all provisions and covenants in the laws of the State of Texas and in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Junior Lien Obligations are Outstanding, to establish and maintain rates and charges for facilities and services afforded by the System that are reasonably expected, on the basis of available information and experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year sufficient: A. To pay all Operating Expenses, or any expenses required by statute to be a first claim on and charge against the Gross Revenues of the System. B. To produce Net Revenues, together with any other lawfully available funds, sufficient to satisfy the rate covenant contained in the ordinances authorizing the issuance of the 27638142.12 -28- Priority Bonds and to pay the principal of and interest on the Priority Bonds and the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Priority Bonds, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a prior and first lien on an pledge of the Net Revenues of the System; C. To produce Net Revenues, together with any other lawfully available funds, equal to at least 1.15 times Average Annual Debt Service Requirements on the then -Outstanding Junior Lien Obligations and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Junior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues, including the Junior Lien Pledged Revenues, that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations; D. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the amounts that may be deposited in the special funds established for the payment of the Subordinate Lien Obligations; E. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on the Inferior Lien Obligations as the same become due and payable and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Inferior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, the Junior Lien Obligations, and the Subordinate Lien Obligations; and F. To pay, together with any other lawfully available funds, any other legally incurred Debt payable from the Net Revenues of the System and/or secured by a lien on any part of the System. The determination of the amount of principal of and interest on any obligations identified in this Section for the purpose of confirming the sufficiency of System rates and charges shall be made after giving consideration as an offset to debt service the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of obligations irrevocably designated as refundable tax credit bonds pursuant to the City ordinance authorizing their issuance or otherwise relating thereto. SECTION 12: System Fund. The City hereby covenants, agrees, and ratifies its prior covenants and agreements that the Gross Revenues of the System shall be deposited, as collected and received, into a separate Fund or account (previously created and established and to be maintained with the Depository) known as the "City of Corpus Christi, Texas Utility System Revenue Fund" (the System Fund) and that the Gross Revenues of the System shall be kept separate and apart from all other funds of the City. All Gross Revenues deposited into the 27638142.12 -29- System Fund shall be pledged and appropriated to the extent required for the following uses and in the order of priority shown: A. First: To the payment of all necessary and reasonable Operating Expenses or other expenses required by statute to be a first charge on and claim against the revenues of the System. B. Second: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Priority Bonds and any Additional Priority Bonds hereafter issued by the City. C. Third: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Junior Lien Obligations and any Additional Junior Lien Obligations hereafter issued by the City. D. Fourth: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of any Subordinate Lien Obligations hereafter issued by the City. E. Fifth: To the payment of the amounts that must be deposited in any special funds and accounts created and established for the payment, security, and benefit of any Inferior Lien Obligations hereafter issued by the City. Any Net Revenues remaining in the System Fund following such transfers may be used by the City for payment of other obligations of the System, and for any other lawful purpose; provided, however, that for so long as any Priority Bonds remain Outstanding, transfers made for purposes other than for payment of obligations of the System shall be made only at the end of the Fiscal Year (if such limitation is imposed, and then, only to the extent imposed in the City ordinances authorizing the issuance of the Priority Bonds). SECTION 13: Bond Fund - Excess Funds. For purposes of providing funds to pay the principal of and interest on the currently Outstanding Junior Lien Obligations as the same become due and payable, the City agrees to maintain, at the Depository, a separate and special Fund or account to be created and known as the "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds Interest and Sinking Fund" (the Bond Fund). The City covenants that there shall be deposited by an Authorized Official into the Bond Fund prior to each principal and interest payment date from the available Net Revenues an amount equal to one hundred per cent (100%) of the amount required to fully pay the interest on and the principal of the currently Outstanding Junior Lien Obligations then falling due and payable, such deposits to pay maturing principal and accrued interest on the currently Outstanding Junior Lien Obligations to be made in substantially equal monthly installments on or before the 10th day of each month, beginning on or before the 10th day of the month next following the delivery of the Bonds to the Purchasers. As described further in Section 15 hereof, if the Junior Lien Pledged Revenues in any month are insufficient to make the required payments into the Bond Fund, then the amount of any deficiency in such payment shall be added to the amount otherwise required to be paid into the Bond Fund in the next month. 27638142.12 -30- The required monthly deposits to the Bond Fund for the payment of principal of and interest on the currently Outstanding Junior Lien Obligations shall continue to be made as hereinabove provided until such time as (i) the total amount on deposit in the Bond Fund and Reserve Fund is equal to the amount required to fully pay and discharge all Outstanding Junior Lien Obligations (principal and interest) or (ii) the Junior Lien Obligations are no longer Outstanding. Any proceeds of the Bonds, and investment income thereon, not expended for authorized purposes shall be deposited into the Bond Fund and shall be taken into consideration and reduce the amount of monthly deposits required to be deposited into the Bond Fund from the Net Revenues of the System. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in such Fund from the Junior Lien Pledged Revenues. SECTION 14: Reserve Fund. To accumulate and maintain a reserve for the payment of the Bonds equal to 100% of the Average Annual Debt Service Requirements or such lesser amount as restricted by the Code (calculated by the City Council at the beginning of each Fiscal Year and as of the date of issuance of the Bonds and each series of Additional Junior Lien Obligations) for the Bonds (the Required Reserve Amount), the City hereby creates and establishes, and shall maintain at a Depository a separate and special fund known as the "Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds Reserve Fund" (the Reserve Fund). Earnings and income derived from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the System Fund. All funds deposited into the Reserve Fund shall be used solely for the payment of the principal of and interest on the Bonds, when and to the extent other funds available for such purposes are insufficient, and, in addition, may be used to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds. The City may acquire a Credit Facility or Facilities issued by a Credit Provider in amounts equal to all or part of the Required Reserve Amount for the Bonds in lieu of depositing cash into the Reserve Fund; provided, however, that no such Credit Facility may be so substituted unless the substitution of the Credit Facility will not, in and of itself, cause any ratings then assigned to the Bonds by any nationally recognized rating agency to be lowered and the resolution authorizing the substitution of the Credit Facility for all or part of the Required Reserve Amount for the Bonds contains (i) a finding that such substitution is cost effective and (ii) a provision that the interest due on any repayment obligation of the City by reason of payments made under such Credit Facility does not exceed the highest lawful rate of interest which may be paid by the City at the time of the delivery of the Credit Facility. The City reserves the right to use Junior Lien Pledged Revenues to fund the payment of (1) periodic premiums on the Credit Facility as a part of the payment of the City's Operating Expenses, and (2) any repayment obligation incurred by the City (including interest) to the Credit Provider, the payment of which will result in the reinstatement of such Credit Facility, prior to making 27638142.12 -3 1 - payments required to be made to the Reserve Fund pursuant to the provisions of this Section to restore the balance in such fund the Required Reserve Amount for the Bonds. Until the issuance of any Additional Junior Lien Obligations (or as from time to time recalculated by the City as provided in the first paragraph of this Section), the Required Reserve Amount is $ (inclusive of the Bonds). Of this amount, $ , representing the portion of the Required Reserve Amount attributable to the Bonds, shall be deposited to the Reserve Fund at such time as may be required pursuant to the provisions of this Section from Revenues, paid from the System Fund at such level of priority as specified in Section 12, by the deposit of monthly installments, made on or before the 10th day of each month following the month in which such obligation to fund the Reserve Fund arises, of not less than 1/60th of the amount to be maintained in the Reserve Fund. As and when Additional Junior Lien Obligations are delivered or incurred, the Required Reserve Amount shall be increased, if required, to an amount calculated in the manner provided in the first paragraph of this Section. Any additional amount required to be maintained in the Reserve Fund shall be so accumulated by the deposit of all or a portion of the necessary amount from the proceeds of the issue or other lawfully available funds in the Reserve Fund immediately after the delivery of the then proposed Additional Junior Lien Obligations, or, at the option of the City, by the deposit of monthly installments, made on or before the business day before the 10th day of each month following the month of delivery of the then proposed Additional Junior Lien Obligations, of not less than 1/60th of the additional amount to be maintained in the Reserve Fund by reason of the issuance of the Additional Junior Lien Obligations then being issued (or 1/60th of the balance of the additional amount not deposited immediately in cash) (such deposits, the Required Reserve Fund Deposits), thereby ensuring the accumulation in the Reserve Fund of the appropriate Required Reserve Amount. When and for so long as the cash and investments in the Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required Reserve Amount (other than as the result of the issuance of Additional Junior Lien Obligations as provided in the preceding paragraph), the City covenants and agrees to cure the deficiency in the Required Reserve Amount by resuming the Required Reserve Fund Deposits to the Reserve Fund from the Junior Lien Pledged Revenues in monthly deposit amounts equal to not less than 1/60th of the Required Reserve Amount covenanted by the City to be maintained in the Reserve Fund. Any such deficiency payments shall be made on or before the 10th day of each month until the Required Reserve Amount has been fully restored. The City further covenants and agrees that, subject only to the prior payments to be made to the Bond Fund, the Junior Lien Pledged Revenues shall be applied and appropriated and used to establish and maintain the Required Reserve Amount and to cure any deficiency in such amounts as required by the terms of this Ordinance, any City ordinance authorizing the issuance of the Priority Bonds, and any other ordinance pertaining to the issuance of Additional Junior Lien Obligations. During such time as the Reserve Fund contains the Required Reserve Amount, the City Council may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the Required Reserve Amount. Any such withdrawn surplus shall be deposited to the Bond Fund or used by the City for any other lawful purpose; provided, however, to the extent that such excess 27638142.12 -32- amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then -applicable State law. In the event a Credit Facility issued to satisfy all or a part of the City's obligation with respect to the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the Required Reserve Amount for the Bonds, the City may transfer such excess amount to any fund or funds established for the payment of or security for the Bonds (including any escrow established for the final payment of any such obligations pursuant to the provisions of Chapter 1207), or be used for any lawful purposes; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then -applicable State law. Notwithstanding anything to the contrary contained in this Section, the requirements set forth above to fund the Reserve Fund in the amount of the Required Reserve Amount shall be suspended for such time as the Junior Lien Pledged Revenues for each Fiscal Year are equal to at least 110% of the Average Annual Debt Service Requirements. In the event that the Junior Lien Pledged Revenues for any two consecutive Fiscal Years are less than 110% (unless such percentage is below 100% in any Fiscal Year, in which case the hereinafter—specified requirements will commence after such Fiscal Year) of the Average Annual Debt Service Requirements, the City will be required to commence making the deposits to the Reserve Fund, as provided above, and to continue making such deposits until the earlier of (i) such time as the Reserve Fund contains the Required Reserve Amount or (ii) the Junior Lien Pledged Revenues for a Fiscal Year have been equal to not less than 110% of the Average Annual Debt Service Requirements. SECTION 15: Deficiencies - Excess Junior Lien Pledged Revenues. A. If on any occasion there shall not be sufficient Junior Lien Pledged Revenues to make the required deposits into the Bond Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Junior Lien Pledged Revenues, or from any other sources available for such purpose, and such payments shall be in addition to the amounts required to be paid into these Funds or accounts during such month or months. B. Subject to making the required deposits to the Bond Fund when and as required by any ordinance or resolution authorizing the issuance of the currently Outstanding Priority Bonds, the Junior Lien Obligations, the Subordinate Lien Obligations and the Inferior Lien Obligations, the excess Net Revenues of the System may be used by the City for any lawful purpose (as further provided in Section 12 hereof). SECTION 16: Payment of Bonds. While any of the Bonds are Outstanding, an Authorized Official shall cause to be transferred to the Paying Agent/Registrar therefor, from funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly each installment of interest on and principal of the Bonds as such installment accrues or matures; such transfer of funds must be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the Bonds at the close of the business day next preceding the date a debt service payment is due on the Bonds. 27638142.12 -33- SECTION 17: Investments. Funds held in any Fund or account created, established, or maintained pursuant to this Ordinance shall, at the option of the City, be placed in time deposits, certificates of deposit, guaranteed investment contracts or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, or any other law, and secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, including investments held in book -entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured, or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any Fund or account will be available at the proper time or times. Such investments (except State and Local Government Series investments held in book entry form, which shall at all times be valued at cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal Year. All interest and income derived from deposits and investments in the Bond Fund immediately shall be credited to, and any losses debited to, the Bond Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 18: Covenants. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administering and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in the City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding, and to the extent of any irreconcilable conflict between the provisions contained herein and in the City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of the Priority Bonds now or hereafter Outstanding; provided, however, that the provisions of this Ordinance concerning the issuance of Additional Priority Bonds shall control. It is expressly recognized that prior to the issuance of any Additional Junior Lien Obligations, Subordinate Lien Obligations, or Inferior Lien Obligations, that the City must comply with each of the conditions precedent contained in this Ordinance and the City ordinances authorizing the issuance of the then -Outstanding Priority Bonds, as appropriate. A. Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance, and each ordinance authorizing the issuance of Junior Lien Obligations; it will promptly pay or cause to be paid the principal amount of and interest on all Debt, on the dates and in the places and manner prescribed in such ordinances and such Debt; and it will, at the time and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the System Fund and the Funds herein created; and any registered owner of any Debt may require the City, 27638142.12 -34- its officials and employees to carry out, respect or enforce the covenants and obligations of this Ordinance, or any ordinance authorizing the issuance of Debt, by all legal and equitable means, including specifically, but without limitation, the use and filing of mandamus proceedings, in any court of competent jurisdiction, against the City, its officials and employees. B. City's Legal Authority. It is a duly created and existing home rule city of the State of Texas, and is duly authorized under the laws of the State of Texas to issue the Bonds; that all action on its part for the issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the owners thereof are and will be valid and enforceable special obligations of the City in accordance with their terms. C. Acquisition and Construction; Operation and Maintenance. (1) It shall use its best efforts in accordance with Prudent Utility Practice to acquire and construct, or cause to be acquired and constructed, any Capital Additions or Capital Improvements, in accordance with the plans and specifications therefor, as modified from time to time, with due diligence and in a sound and economical manner; and (2) it shall at all times use its best efforts to operate or cause to be operated the System properly and in an efficient manner, consistent with Prudent Utility Practice, and shall use its best efforts to maintain, preserve, reconstruct and keep the same or cause the same to be so maintained, preserved, reconstructed and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and condition, and shall from time to time make, or use its best efforts to cause to be made, all necessary and proper repairs, replacement and renewals so that at all times the operation of the System may be properly and advantageously conducted. D. Title. It has or will obtain lawful title, whether such title is in fee or lesser interest, to the lands, buildings, structures and facilities constituting the System, that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and facilities, and every part thereof, for the benefit of the owners of the Junior Lien Obligations, against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Junior Lien Pledged Revenues to the payment of the Junior Lien Obligations in the manner prescribed herein, and has lawfully exercised such rights. E. Liens. It will from time to time and before the same become delinquent pay and discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed upon it, or the System; it will pay all lawful claims for rents, royalties, labor, materials and supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic's, laborer's, materialman's or other lien or charge which might or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impaired; provided however, that no such tax, assessment or charge, and that no such claims which might be used as the basis of a mechanic's, laborer's, materialman's or other lien or charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by the City. F. No Free Service. No free service or service otherwise than in accordance with the established rate schedule shall be furnished, directly or indirectly, by the System to any person, 27638142.12 -35- firm, corporation or other entity, other than the City. No part of the salary of any official or employee of the City or his replacement shall be paid from Junior Lien Pledged Revenues unless and only to the extent the duties and performances of such official or employee or his replacement appertain directly to the System. To the extent the City receives the services of the System, such services shall be accounted for according to the established rate schedule. G. Further Encumbrance. It will not additionally encumber the Net Revenues of the System in any manner, except as permitted in the City ordinances authorizing the Previously Issued Priority Bonds and in this Ordinance (which provisions are also included in other City ordinances authorizing other series of Junior Lien Obligations). H. Sale, Lease or Disposal of Property. No part of the System shall be sold, leased, mortgaged, demolished, removed or otherwise disposed of, except as follows: (1) To the extent permitted by law, the City may sell or exchange at any time and from time to time any property or facilities constituting part of the System only if (A) it shall determine such property or facilities are not useful in the operation of the System, or (B) the proceeds of such sale are $250,000 or less, or it shall have received a certificate executed by an Engineer and the City Manager stating, in their opinion, that the fair market value of the property or facilities exchanged is $250,000 or less, or (C) if such proceeds or fair market value exceeds $250,000 it shall have received a certificate executed by an Engineer and the City Manager stating (i) that system within the System of which the property or facilities comprises a part thereof and (ii) in their opinion, that the sale or exchange of such property or facilities will not impair the ability of the City to comply during the current or any future Fiscal Year with the provisions of Subsection K of this Section. The proceeds of any such sale or exchange not used to acquire other property necessary or desirable for the safe or efficient operation of the System shall forthwith, at the option of the City (i) be used to redeem or purchase Debt, or (ii) otherwise be used to provide for the payment of Debt. The foregoing notwithstanding, if such property or facilities sold or exchanged constituted property or facilities comprising all or a part of a system within the System, the acquisition, improvement or extension of such system having not been financed by the City in any manner with the proceeds of Debt, or with the proceeds of obligations which were refunded in whole or in part with the proceeds of Debt, then the City may utilize the proceeds of such sale or exchange for any lawful purpose; and (2) To the extent permitted by law, the City may lease or make contracts or grant licenses for the operation of, or make arrangements for the use of, or grant easements or other rights with respect to, any part of the System, provided that any such lease, contract, license, arrangement, easement or right (A) does not impede the operation by the City of the System and (B) does not in any manner impair or adversely affect the rights or security of the owners of the Debt under this Ordinance; and provided, further, that if the depreciated cost of the property to be covered by any such lease, contract, license, arrangement, easement or other right is in excess of $500,000, the City shall have received a certificate executed by an Engineer and the City Manager that the action of the City with respect thereto does not result in a breach of the conditions under this clause (2). Any payments received by the City under or in connection with any such lease, 27638142.12 -36- contract, license, arrangement, easement or right in respect of the System or any part thereof shall constitute Gross Revenues. I. Books, Records and Accounts. It shall keep proper books, records and accounts separate and apart from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the System and the City shall cause said books and accounts to be audited annually as of the close of each Fiscal Year by the Accountant. J. Insurance. (1) Except as otherwise permitted in clause (2) below, it shall cause to be insured such parts of the System as would usually be insured by corporations operating like properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by corporations operating like properties, including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by floods, and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the City Attorney gives a written opinion to the effect that the City is not liable for claims which would be protected by such insurance. At any time while any contractor engaged in construction work shall be fully responsible therefor, the City shall not be required to carry insurance on the work being constructed if the contractor is required to carry appropriate insurance. All such policies shall be open to the inspection of the bondholders and their representatives at all reasonable times. (2) In lieu of obtaining policies for insurance as provided above, the City may self -insure against risks, accidents, claims or casualties described in clause (1) above. (3) The annual audit hereinafter required shall contain a section commenting on whether or not the City has complied with the requirements of this Section with respect to the maintenance of insurance, and listing the areas of insurance for which the City is self-insuring, all policies carried, and whether or not all insurance premiums upon the insurance policies to which reference is hereinbefore made have been paid. K. Audits. After the close of each Fiscal Year while any Debt is Outstanding, an audit will be made of the books and accounts relating to the System and the Net Revenues by the Accountant. Such annual audit reports shall be open to the inspection of the registered owners of Debt and their agents and representatives at all reasonable times. L. Governmental Agencies. It will comply with all of the terms and conditions of any and all franchises, permits and authorizations applicable to or necessary with respect to the System, and which have been obtained from any governmental agency; and the City has or will obtain and keep in full force and effect all franchises, permits, authorization and other requirements applicable to or necessary with respect to the acquisition, construction, equipment, operation and maintenance of the System. M. No Competition. To the extent it legally may, it will not grant any franchise or permit for the acquisition, construction or operation of any competing facilities which might be 27638142.12 -37- used as a substitute for the System's facilities, and, to the extent that it legally may, the City will prohibit any such competing facilities. N. Rights of Inspection. The Engineer or any registered owner of $100,000 in aggregate principal amount of the Debt then Outstanding shall have the right at all reasonable times to inspect the System and all records, accounts and data of the City relating thereto, and upon request the City shall furnish to an Engineer or such registered owner, as the case may be, such financial statements, reports and other information relating to the City and the System as an Engineer or such registered owner may from time to time reasonably request. SECTION 19: Issuance of Additional Priority Bonds, Additional Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Additional Priority Bonds payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System upon satisfying each of the conditions precedent contained in the City ordinances authorizing the Previously Issued Priority Bonds concerning the issuance of Additional Priority Bonds to realize debt service savings by refunding any Priority Bonds at such time outstanding. For the avoidance of doubt, the City hereby covenants to no longer issue Priority Bonds for "new money" purposes. B. Additional Junior Lien Obligations, secured by and payable from the Junior Lien Pledged Revenues, which includes (primarily) a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds but senior and superior to the lien there on and pledge thereof securing the repayment of the Subordinate Lien Obligations and the Inferior Lien Obligations, upon satisfying each of the following conditions precedent: (1) The City Manager (or other officer of the City then having the responsibility for the financial affairs of the City) shall have executed a certificate stating (i) that the City is not then in default as to any covenant, obligation or agreement contained in any ordinance or other proceeding relating to any obligations of the City payable from and secured by a lien on and pledge of the Net Revenues and (ii) that the amounts on deposit in all Funds or Accounts created and established for the payment and security of all Outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues are the amounts then required to be deposited therein. Such certificate shall be dated on or before the date of delivery of such Additional Junior Lien Obligations, but such certificate shall not be dated prior to the date an ordinance is passed authorizing the issuance of such Additional Junior Lien Obligations. (2) Conditions Precedent for Issuance of Additional Junior Lien Obligations - Capital Improvements and for any other Lawful Purpose except for Capital Additions or for Refunding. The City covenants and agrees that Additional Junior Lien Obligations 27638142.12 -38- will not be issued for the purpose of financing Capital Improvements, or for any other lawful purpose (except for Capital Additions or for refunding, which are to be issued in accordance with the provisions of Subsection (3) of this Section and Section 21 hereof, respectively) unless and until the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has secured a certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings (as hereinafter defined) for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Junior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all then -Outstanding Priority Bonds and Junior Lien Obligations after giving effect to the Additional Junior Lien Obligations then proposed. The foregoing notwithstanding, the City covenants and agrees that Additional Junior Lien Obligations may not be issued for the purpose of financing Capital Improvements when other Outstanding Junior Lien Obligations which have been issued for the purpose of financing Capital Additions and for which capitalized interest for such other Junior Lien Obligations has been provided for at least the twelve months subsequent to the date of issuance of the Additional Junior Lien Obligations then proposed to be issued, unless the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has either (1) complied with the relevant conditions in this Subsection as set forth above, or (2) if the relevant conditions of this Subsection (2) as set forth above cannot be satisfied, the City has satisfied the conditions precedent in Subsection (3)(i) and (ii) of this Section (but, for purposes of such clauses, the term Capital Improvements shall be substituted for the term Capital Additions where the term Capital Additions appears therein to the extent necessary to give recognition to the fact that Capital Improvements, rather than Capital Additions, are then to be financed) and has secured a certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Junior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all then -Outstanding Priority Bonds and Junior Lien Obligations (other than Junior Lien Obligations issued for Capital Additions for which capitalized interest has been provided for at least the twelve months subsequent to the date of issuance of the Additional Junior Lien Obligations proposed to be issued) after giving effect to the Additional Junior Lien Obligations then proposed to be issued. (3) Conditions Precedent for Issuance of Additional Junior Lien Obligations - Capital Additions: Initial Issue. The City covenants and agrees that Additional Junior Lien Obligations will not be issued for the purpose of financing Capital Additions, unless the same conditions precedent specified in Subsection (1) above have been satisfied and, in addition thereto, either the relevant conditions precedent specified in Subsection (1) above are satisfied or, in the alternative, the City shall have obtained: (i) from an Engineer a comprehensive engineering report for each Capital Addition to be financed, which report shall (A) contain (1) detailed estimates of the cost of acquiring and constructing the Capital Addition, (2) the estimated date the acquisition and construction of the Capital Addition will be completed and commercially operative, and (3) a detailed analysis of the impact of the Capital Addition on the financial operations of the system for which the Capital Addition is to be integrated and to the System as a whole during the 27638142.12 -39- construction thereof and for at least five Fiscal Years after the date the Capital Addition becomes commercially operative, and (B) conclude that (1) the Capital Addition is necessary and will substantially increase the capacity, or is needed to replace existing facilities, to meet current and projected demands for the service or product to be provided thereby, and (2) the estimated cost of providing the service or product from the Capital Addition will be reasonable in comparison with projected costs for furnishing such service or product from other reasonably available sources; and (ii) a certificate of an Engineer to the effect that, based on an engineering report prepared thereby for each Capital Addition, the projected Net Earnings for each of the five Fiscal Years subsequent to the date the Capital Addition becomes commercially operative (as estimated in the engineering report) will be equal to at least 1.15 times the Average Annual Debt Service Requirements for the currently Outstanding Junior Lien Obligations or incurred and all Additional Junior Lien Obligations estimated to be issued, if any, for all Capital Improvements and for all Capital Additions then in progress or then being initiated, during the period from the date the first series of obligations for the Capital Additions is to be delivered through the fifth Fiscal Year subsequent to the date the Capital Addition is estimated to become commercially operative. (4) Completion Issues. Once a Capital Addition has been initiated by meeting the conditions precedent specified in Subsection (3)(i) and (ii) above and the initial Junior Lien Obligations issued therefor are delivered, the City reserves the right to issue Additional Junior Lien Obligations to finance the remaining costs of such Capital Addition in such amounts as may be necessary to complete the acquisition and construction thereof and make the same commercially operative without satisfaction of any condition precedent under Subsection (3)(i) and (ii) or Subsection (1) of this Section but subject to satisfaction of the following conditions precedent: (i) the City makes a forecast (the Forecast) of the operations of the System demonstrating the System's ability to pay all obligations, payable from the Net Revenues of the System to be Outstanding after the issuance of the Additional Junior Lien Obligations then being issued for the period (the Forecast Period) of each ensuing Fiscal Year through the fifth Fiscal Year subsequent to the latest estimated date such Capital Addition is expected to be commercially operative; and (ii) an Engineer reviews such Forecast and executes a certificate to the effect that (A) such Forecast is reasonable, and based thereon (and such other factors deemed to be relevant), the Net Revenues of the System will be adequate to pay all the obligations, payable from the Junior Lien Pledged Revenues of the System to be Outstanding after the issuance of the Additional Junior Lien Obligations then being issued for the Forecast Period and (B) the proceeds from the sale of such Additional Junior Lien Obligations are estimated to be sufficient to complete such acquisition and construction. (5) Computations; Reports. With reference to Junior Lien Obligations anticipated and estimated to be issued or incurred, the Average Annual Debt Service Requirements therefor shall be those reasonably estimated and computed by the City's Director of Financial Services (or other officer of the City then having the primary responsibility for the financial affairs of the City) after giving effect to the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which 27638142.12 -40- payment shall be treated as an offset to regularly scheduled debt service of the series of Junior Lien Obligations to which it relates. In the preparation of the engineering report required in Subsection (3)(i) above, an Engineer may rely on other experts or professionals, including those in the employment of the City, provided such engineering report discloses the extent of such reliance and concludes it is reasonable so to rely. In connection with the issuance of Junior Lien Obligations for Capital Additions, the certification of the City Manager and an Engineer, together with the engineering report for the initial issue and the Forecast for a subsequent issue, shall be conclusive evidence and the only evidence required to show compliance with the provisions and requirements and this clause of this Section. (6) Combination Issues. Junior Lien Obligations for Capital Additions may be combined in a single issue with Junior Lien Obligations for Capital Improvements or for any lawful purpose provided the conditions precedent set forth in Subsection (2) through (4) are complied with as the same relate to the appropriate purpose. (7) Definition of Net Earnings. As used in this Section, the term Net Earnings shall mean the Gross Revenues of the System after deducting the Operating Expenses of the System and those items identified in the SECOND level of priority in Section 12 hereof, but not expenditures which, under standard accounting practice, should be charged to capital expenditures. (8) Determination of Net Earnings. In making a determination of Net Earnings for any of the purposes described in this Section, the City Manager may take into consideration a change in the rates and charges for services and facilities afforded by the System that became effective at least 60 days prior to the last day of the period for which Net Earnings are determined and, for purposes of satisfying any of the Net Earnings test described above, make a pro forma determination of the Net Earnings of the System for the period of time covered by the City Manager's certification or opinion based on such change in rates and charges being in effect for the entire period covered by the City Manager's certificate or opinion. C. The City may issue Subordinate Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Priority Bonds and that is included in the Junior Lien Pledged Revenues, respectively, but senior and superior to the lien there on and pledge thereof securing the repayment of the Inferior Lien Obligations, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions precedent contained in the ordinances authorizing the issuance of the currently - Outstanding Priority Bonds, and this Ordinance. D. The City may issue Inferior Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Priority Bonds and that is included in the Junior Lien Pledged Revenues, respectively, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions precedent contained in the 27638142.12 -41- ordinances authorizing the issuance of the currently -Outstanding Priority Bonds and this Ordinance. SECTION 20: Refunding Bonds. The City reserves the right to issue refunding bonds to refund all or any part of the currently Outstanding Debt, pursuant to any applicable law then available, upon such terms and conditions as the City Council may deem to be in the best interest of the City, and if less than all such currently Outstanding Debt are refunded, the conditions precedent prescribed for the issuance of Additional Junior Lien Obligations set forth in Section 19 of this Ordinance shall be satisfied and the City Managers' certification required in Section 19 shall give effect to the Debt Service Requirements of the proposed refunding bonds (but shall not give effect to the Debt Service Requirements of the obligations being refunded following their cancellation or provision being made for their payment). SECTION 21: Issuance of Special Project Bonds. Nothing in this Ordinance shall be construed to deny the City the right and it shall retain the right to issue Special Project Bonds, provided, however, the City will not issue Special Project Bonds unless the City concludes, upon recommendation of the City Council, that (i) the plan for developing the Special Project is consistent with sound planning, (ii) the Special Project would not materially and adversely interfere with the operation of the System, (iii) the Special Project can be economically and efficiently operated and maintained, and (iv) the Special Project can be economically and efficiently utilized by the City to meet combined utility system requirements and the cost of such will be reasonable. SECTION 22: Security of Funds. All money on deposit in the funds or accounts for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and money on deposit in such Funds or accounts shall be used only for the purposes permitted by this Ordinance SECTION 23: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedy herein provided shall be cumulative of all other existing remedies and the specification of such remedy shall not be deemed to be exclusive. For the avoidance of doubt, no default with respect to any obligation that is secured by and payable from a lien on and pledge of Net Revenues that is junior and subordinate to the lien 27638142.12 -42- thereon and pledge thereof securing the Priority Bonds shall ever be deemed to be a default with respect to the Priority Bonds. SECTION 24: Notices to Holders Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first-class postage prepaid, to the address of each Holder as it appears in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 25: Bonds Are Negotiable Instruments. Each of the Bonds authorized herein shall be deemed and construed to be a "security" and as such a negotiable instrument with the meaning of the Chapter 8 of the Texas Uniform Commercial Code. SECTION 26: Cancellation. All Bonds surrendered for payment, transfer, redemption, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 27: Mutilated, Destroyed, Lost, and Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other 27638142.12 -43- governmental charge imposed in relation thereto and any other expenses (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 28: Sale of Bonds- Official Statement Approval — Approval of Purchase Contract. The Bonds authorized by this Ordinance are hereby sold by the City to , [as the authorized representative of a group of underwriters (the Purchasers, and having all the rights, benefits, and obligations of a Holder)] in accordance with the provisions of a Purchase Contract dated , 2017 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The pricing terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. The Initial Bond shall be registered in the name of . Any Authorized Official is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by an Authorized Official), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated 2017, in the reoffering, sale and delivery of the Bonds to the public. The Mayor and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. SECTION 29: Escrow Deposit Letter - Approval and Execution. The Escrow Deposit Letter dated as of February 21, 2017 (the Agreement) by and between the City and 27638142.12 -44- , Texas (the Escrow Agent), attached hereto as Exhibit C and incorporated herein by reference as a part of this Order for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be executed by an Authorized Official for and on behalf of the City and as the act and deed of this City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Agreement herein approved. Furthermore, any Authorized Official and Bond Counsel, in cooperation with the Escrow Agent, are hereby authorized and directed to make the necessary arrangements for the purchase of the Escrowed Securities, if any, referenced in the Agreement and the delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "CITY OF CORPUS CHRISTI, TEXAS JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2017A ESCROW FUND" (the Escrow Fund), including the execution of the subscription forms, if any, for the purchase and issuance of the "United States Treasury Securities - State and Local Government Series" for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and the Agreement. SECTION 30: Proceeds of Sale; Contribution from the City Immediately following the delivery of the Bonds, certain proceeds of sale along with a cash contribution, if any, from the City (less certain costs of issuance and accrued interest, if any, received from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Escrow Agreement. The proceeds of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be disbursed for payment of costs of issuance or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from an Authorized Official. Amounts held in the interest and sinking fund for the Refunded Obligations and not used as part of the City's contribution to the Escrow Fund, if any, shall be deposited into the Bond Fund and used to pay principal on the Bonds. SECTION 31: Redemption of Refunded Obligations. The Refunded Obligations referenced in the preamble hereof become subject to redemption prior to their stated maturities at the price of par and accrued interest to their respective date of redemption. The City shall give written notice to the paying agent/registrar for the Refunded Obligations that the Refunded Obligations have been called for redemption, and the City Council orders that such obligations are called for redemption on the redemption dates set forth on Schedule I attached hereto, and such order to redeem the Refunded Obligations on such date shall be irrevocable upon the delivery of the Bonds. A copy of the notice of redemption pertaining to each series of Refunded Obligations is attached to this Ordinance as Exhibit D and is incorporated herein by reference for all purposes. The paying agent/registrar for the 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 City ordinances authorizing each issuance of Refunded Obligations. 27638142.12 -45- SECTION 32: Covenants to Maintain Tax -Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (a) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (b) the Bonds means the yield on the Bonds, calculated in the manner set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. 27638142.12 -46- C. No Private Use or Private Payments. Except as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except as would not cause the Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. 27638142.12 -47- G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the 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 27638142.12 -48- earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) 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 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. (3) The District reasonably expects to spend 85% of the spendable years after the date of issuance thereof. K. Current Refunding of the Refunded Obligations. The Bonds are issued to refund the Refunded Obligations set forth on Schedule I hereto and the Bonds will be issued, and the proceeds thereof used, within 90 days after the Closing Date for the payment of the Refunded Obligations at their date of prior redemption. In the issuance of the Bonds, the City has employed no "device" to obtain a material financial advantage (based on arbitrage), within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. The City has complied with the covenants, representations, and warranties contained in the documents executed in connection with the issuance of the Refunded Obligations L. Elections. The City hereby directs and authorizes each Authorized Official, or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 33: Control and Custody of Bonds. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Bonds to the Purchasers. Furthermore, any Authorized Official or any combination of them are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City's Bond Counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond to the Purchasers. 27638142.12 -49- SECTION 34: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the lien on and pledge of Junior Lien Pledged Revenues made under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case of a net defeasance, been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof for the Bonds. In the event of a gross defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. The City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 32 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity, or applicable redemption date, of the Bonds such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of (i) or (ii) above with respect to such defeased 27638142.12 -50- debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 35: Ordinance a Contract; Amendments - Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 36: Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP, as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of said Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City's Secretary is hereby approved and authorized. SECTION 37: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 38: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 39: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Financial Advisors, the Paying Agent/Registrar, and the Holders. 27638142.12 -51- SECTION 40: Inconsistent Provisions. All resolutions and ordinances, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters resolved herein. SECTION 41: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 42: Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 43: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 44: Authorization of Paying Agent/Registrar Agreement. The City Council hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 45: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 46: Continuing Disclosure of Information. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each Fiscal Year of the City ending in or after 2017, financial information and operating data with respect to the System of the general type included in the 27638142.12 -52- final Official Statement authorized by Section 28 of this Ordinance, being the information described in Exhibit E hereto, and (2) if not provided as part such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit E hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable Fiscal Year to the MSRB, when and if the audit report on such statements becomes available. If the City changes its Fiscal Year, it will file notice thereof with the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of Holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; 27638142.12 -53- (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. 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 27638142.12 -54- 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 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 27638142.12 -55- document (including an official statement or other offering document) available to the public through EMMA or filed with the United States Securities and Exchange Commission. SECTION 47: Book -Entry Only System. The Bonds are initially registered so as to participate in a securities depository system (the DTC System) with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bond 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 G (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in 27638142.12 -56- whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 48: Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Agreement, the Paying Agent/Registrar Agreement, and the Purchase Contract. In addition, prior to the initial delivery of the Bonds, each Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance and as described in the Official Statement, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 49: Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 50: No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 51: Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council has adopted an annual budget that includes payment of debt service on any Bonds issued (or to be issued) pursuant to this Ordinance based on the City's reasonable expectations and projections relative to those Bonds, such budget entries shall, upon the issuance of Bonds, be automatically adjusted to reflect actual debt service payments on those Bonds coming due during the period of time covered by such budget. Each Authorized Official, or the designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. 27638142.12 -57- SECTION 52: Covenants of Compliance. The City shall faithfully and punctually perform all duties with reference to the System required by the Act, all other applicable laws of the State of Texas, and the provisions of this Ordinance and that the City shall render no free service to any customers or other persons. SECTION 53: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine, or neuter gender shall be considered to include the other genders. SECTION 54: Ancillary Bond Contracts. Though such parties may be identified, and the entry into a particular form of contract may be authorized herein, the City Council hereby delegates to each Authorized Official the authority to independently select the counterparty to any agreement with any paying agent/registrar, rating agency, securities depository, escrow agent, open market securities bidding agent, verification agent or any other contract that is determined by an Authorized Official, 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 Contracts on behalf and as the act and deed of the City. The Governing Body has not participated in the selection of any of the business entities which are counterparties to the Ancillary Bond Contracts. SECTION 55: 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, the City's Bond Counsel, and/or the City's Financial Advisor 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 Bonds. SECTION 56: Effective Date. This Ordinance shall be in force and effect from and after its final passage, and it is so resolved. 27638142.12 [The remainder of this page intentionally left blank] -58- SIGNED AND SEALED THIS 28th DAY OF MARCH, 2017. CITY OF CORPUS CHRISTI, TEXAS Mayor Pro Tem ATTEST: City Secretary (SEAL) APPROVED THIS 28th DAY OF MARCH, 2017: Miles Risley, City Attorney 27638142.12 S-1 THE STATE OF TEXAS COUNTIES OF NUECES, ARANSAS, KLEBERG, AND SAN PATRICIO CITY OF CORPUS CHRISTI § § § § § § § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 28th day of March, 2017, authorizing the issuance of the City's Utility System Junior Lien Revenue Refunding Bonds, Series 2017A, 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 28th day of March, 2017. 27638142.12 City Secretary (CITY SEAL) S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the 21st day of March, 2017, by the following vote: Vacant Rudy Garza Carolyn Vaughn Paulette Guajardo Ben Molina Michael Hunter Lucy Rubio Joe McComb Greg Smith That the foregoing ordinance was read for the second time and passed finally on this the 28th day of March, 2017, by the following vote: Vacant Rudy Garza Carolyn Vaughn Paulette Guajardo Ben Molina Michael Hunter Lucy Rubio Joe McComb Greg Smith PASSED AND APPROVED, this the 28th day of March, 2017. ATTEST: Rebecca Huerta City Secretary 27638142.12 S-3 Lucy Rubio Mayor Pro Tem INDEX TO SCHEDULES AND EXHIBITS Schedule I Schedule of Refunded Obligations Schedule II Approval Certificate Exhibit A Paying Agent/Registrar Agreement Exhibit B Purchase Contract Exhibit C Escrow Agreement Exhibit D Notices of Redemption Exhibit E Description of Annual Financial Information Exhibit F Form of Reimbursement Agreement Exhibit G DTC Letter of Representations 27638142.12 S-4 SCHEDULE I Schedule of Refunded Obligations 1. Federal Contract No. 6-07-01-X0675 entered into by an among the United States of America, the City and the Nueces River Authority, dated June 30, 1976, and amended on June 16, 1980, with respect to the Nueces River Reclamation Project, and is currently outstanding in a principal amount of $ This Federal Contract will be prepaid in full on , 2017. 2. "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005", dated January 1, 2005, in the original principal amount of $70,390,000 and maturing on July 15 in each of the years 2018 through 2020 in the aggregate principal amount of $27,520,000. 27638142.12 Schedule I-1 27638142.12 SCHEDULE II Approval Certificate See Tab No. Schedule II -1 27638142.12 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. A-1 27638142.12 EXHIBIT B Purchase Contract See Tab No. B-1 27638142.12 EXHIBIT C Escrow Agreement See Tab No. C-1 27638142.12 EXHIBIT D Notices of Redemption See Tab No. D-1 EXHIBIT E Description of Annual Financial Information The following information is referred to in Section 46 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The City's audited financial statements for the most recently concluded Fiscal Year or to the extent these audited financial statements are not available, unaudited financial statements of the City for the most recently concluded Fiscal Year. 2. Tables 1 through 23 contained in the Official Statement; and the Audited Financial Statement of the City, as set forth in Appendix B to the Official Statement. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above. 27638142.12 E-1 27638142.12 EXHIBIT F Form of Reimbursement Agreement See Tab No. F-1 27638142.12 EXHIBIT G DTC Letter of Representations See Tab No. G-1 AGENDA MEMORANDUM First Reading for the City Council Meeting of March 21, 2017 Second Reading for the City Council Meeting of March 28, 2017 DATE: March 8, 2017 TO: Margie C. Rose, City Manager THRU: Sylvia Carrillo, Assistant City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Authorization for the Issuance of Refunding Bonds with the Texas Water Development Board (TWDB) CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2017" in an amount not to exceed $51,300,000; making provisions for the payment and security thereof by a junior and inferior lien on and pledge of the net revenues of the City's Utility System on a parity with certain currently outstanding Utility System revenue obligations; stipulating the terms and conditions for the issuance of additional revenue bonds on a parity therewith; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval of an application to the Texas Water Development Board; authorizing the execution of a paying agent/registrar agreement, and an escrow agreement; complying with the requirements imposed by the letter of representations previously executed with the depository trust company; complying with the regulations promulgated by the Texas Water Development Board; delegating the authority of 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 of Corpus Christi is interested in obtaining a loan from the Texas Water Development Loan through its Drinking Water State Revolving Fund in an amount not to exceed $51,300,000 for the purpose of refunding the City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 2015B (the "Refunded Bonds"). BACKGROUND AND FINDINGS: On June 17, 2014, the City Council authorized the issuance of up to $155,000,000 of City of Corpus Christi, Texas, Utility System Junior Lien Revenue Bonds for the construction of Mary Rhodes Pipeline, Phase II. Authorization was given to issue both fixed rate bonds and variable rate bonds in an effort to provide the City with the most flexibility at that time, legally available. The City was considering leasing some of the water flowing through the pipeline to industrial customers - an occurrence which would require that bonds sold to fund a proportionate amount of the pipeline's cost would no longer be eligible for tax-exempt treatment (for gross income calculation under federal tax law) and would have to be converted to taxable debt. To accommodate this possibility, the City issued the Refunded Bonds (which reflected the rough proportionality of approximately 1/3 of the pipeline's cost — which equated to the maximum amount of pipeline capacity that the City believed could have been sold to industrial customers) as variable rate obligations in an initial term -rate, interest -mode that expires on July 15, 2017 (but which the City can early terminate on or after January 15, 2017). Since the City no longer plans to lease water to industrial customers, the Refunded Bonds must be refunded or remarketed into a new interest rate period not later than July 15, 2017. Since the City preserved the ability at the time the Refunded Bonds were originally issued to seek financial assistance of the type now contemplated, the City now wishes to pursue this opportunity to refund the Refunded Bonds with long- term, fixed and subsidized interest rate bonds through a sale of refunding bonds to the Texas Water Development Board. The Drinking Water State Revolving fund is a financial assistance program administered by the Texas Water Development Board and accessed by local governments across the State of Texas. Texas Water Development Board financings provide subsidized interest rates that are lower than those obtainable by the City directly in the capital markets. Receipt of these subsidized interest rates will provide the City with significantly lower borrowing costs for the remaining life of its refunding bonds (new bonds) when compared to the remaining life of the Refunded Bonds (old bonds). The interest rate charged by the Texas Water Development Board is 1.25% below the municipal market index called MMD (Municipal Market Data), and is anticipated to be approximately 1.77%. This rate is lower than what the City could obtain using its own ratings by accessing the capital markets in a traditional bond sale. It is anticipated that the City will save approximately $8.2 million over the life of the 29 -year loan. On December 20, 2016, the City Council authorized the City staff to submit an application to the Texas Water Development Board for financial assistance (in the form of the Texas Water Development Board's commitment to purchase the City's refunding bonds at subsidized rates of interest) in an amount not to exceed $51,300,000. The Texas Water Development Board discussed the City's application at its February 23, 2017 monthly meeting and unanimously accepted the City's application. This agenda item is the next step in the process and is the authorization for the issuance of the refunding bonds. ALTERNATIVES: Do not refund. OTHER CONSIDERATIONS: Not applicable FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue X CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - - - - Encumbered/Expended amount of (date) - - - - This item - $ 51,300,000 - $ 51,300,000 BALANCE - $ 51,300,000 - $ 51,300,000 FUND(S): Water CIP Fund COMMENTS: Not applicable RECOMMENDATION: Staff recommends approval of the ordinance as presented. CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: • Financial Services • Bond Counsel • City Attorney's Office LIST OF SUPPORTING DOCUMENTS: Ordinance ORDINANCE NO. DRAFT 3/9/17 AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2017" IN AN AMOUNT NOT TO EXCEED $51,300,000; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF BY A JUNIOR AND INFERIOR LIEN ON AND PLEDGE OF THE NET REVENUES OF THE CITY'S UTILITY SYSTEM ON A PARITY WITH CERTAIN CURRENTLY OUTSTANDING UTILITY SYSTEM REVENUE OBLIGATIONS; STIPULATING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF ADDITIONAL REVENUE BONDS ON A PARITY THEREWITH; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, AND DELIVERY OF THE BONDS; INCLUDING THE APPROVAL OF AN APPLICATION TO THE TEXAS WATER DEVELOPMENT BOARD; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT, AND AN ESCROW AGREEMENT; COMPLYING WITH THE REQUIREMENTS IMPOSED BY THE LETTER OF REPRESENTATIONS PREVIOUSLY EXECUTED WITH THE DEPOSITORY TRUST COMPANY; COMPLYING WITH THE REGULATIONS PROMULGATED BY THE TEXAS WATER DEVELOPMENT BOARD; DELEGATING THE AUTHORITY TO CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council (the City Council) of the City of Corpus Christi, Texas (the City) has heretofore issued, and there are currently Outstanding, revenue bonds (the Previously Issued Priority Bonds) secured by a first and prior lien on and pledge of the Net Revenues (as hereinafter defined) of the City's combined utility systems (as further described and defined herein, the System); and WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued Priority Bonds, the City reserved the right to issue revenue bonds on parity with the Priority Bonds (as hereinafter defined); and WHEREAS, the City Council has heretofore issued, and there are currently outstanding revenue bonds (the Previously Issued Junior Lien Obligations) secured by a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds; and 27732317.8 WHEREAS, in the City ordinances authorizing the issuance of the Previously Issued Junior Lien Obligations, the City reserved the right to issue revenue bonds on a parity with the Junior Lien Obligations (as hereinafter defined) from time to time outstanding; and WHEREAS, the City Council has heretofore entered into a certain Federal Contract (as hereinafter defined) supported by a lien on and pledge of the Net Revenues of the System inferior to the lien thereon and pledge thereof securing the Priority Bonds, the Junior Lien Obligations, and the Previously Issued Subordinate Lien Obligations (such Federal Contract, the Previously Issued Inferior Lien Obligations); and WHEREAS, the City Council has determined for the purpose of improving the credit quality of its Junior Lien Obligations, which has become its primary lien for issuing System debt, that it will no longer issue obligations secured by a first and prior lien on and pledge of the Net Revenues of the System referred to herein as "Priority Bonds", on parity with the lien thereon and pledge thereof securing the Previously Issued Priority Bonds, for new money purposes and, at such time as no Priority Bonds remain outstanding, all System revenue obligations now subordinate and inferior to the Priority Bonds in priority of lien on and pledge of Net Revenues shall be elevated in kind in priority of lien and payment so that when there are no longer any Priority Bonds outstanding, the Junior Lien Obligations (defined herein) will enjoy a first and prior lien on and pledge of the Net Revenues of the System; and WHEREAS, there are currently outstanding obligations in the aggregate principal amount of at least $49,585,000, being the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance (the Refunded Obligations); and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code, as amended (Chapter 1207), the City Council is authorized to issue revenue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit, when made in accordance with the Act, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 requires that the deposit of the proceeds from the sale of the revenue refunding bonds be deposited directly with any designated escrow agent for the Refunded Obligations that is not the depository bank of the City; and WHEREAS, the Texas Water Development Board (the Purchaser) has agreed to purchase the revenue refunding bonds herein authorized thereby making a loan to the City at an interest rate that is substantially below the current market rate for similar forms of indebtedness; and WHEREAS, The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, which is not a depository bank of the City, is appointed and will serve as the Paying Agent/Registrar (hereinafter defined) and Escrow Agent (hereinafter defined) for the revenue refunding bonds; and WHEREAS, the City Council also hereby finds and determines that the Refunded Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20) 27732317.8 -2- years from the date of the Refunding Bonds herein authorized and such refunding will convert currently outstanding variable rate debt into long term fixed rate revenue refunding bonds and, therefore (and as permitted by the provisions of Section 1207.008, as amended, Texas Government Code), it is not practicable to calculate the savings from this conversion from variable rate to fixed rate debt; and WHEREAS, the revenue refunding bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State of Texas, including the Act (defined herein), and the terms of this Ordinance (as hereinafter defined), for the purposes set forth in this Ordinance; and now therefore, and WHEREAS, the City Council hereby finds and determines that the issuance of the revenue refunding bonds authorized herein and the adoption of this Ordinance is in the best interests of the citizens of the City; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1: Authorization — Designation — Principal Amount — Purpose. Revenue refunding bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of THOUSAND AND NO/100 DOLLARS ($ ), to be designated and bear the title of CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2017 (the Bonds), pursuant to this ordinance adopted by the City Council (the Ordinance) for the purpose of (i) discharging and making final payment of the Refunded Obligations, and (ii) paying the costs of issuance relating thereto. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of any Subordinate Lien Obligations and any Inferior Lien Obligations. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the laws of the State of Texas, including, particularly, Chapter 1207, as amended, Texas Government Code (the Act). SECTION 2: Fully Registered Obligations — Authorized Denominations — Stated Maturities — Interest Rates — Dated Date. The Bonds are issuable in fully registered form only; shall be dated March 15, 2017 (the Dated Date); shall be in denominations of $5,000 or any integral multiple thereof, shall be lettered "R-" and numbered consecutively from One (1) upward and principal shall become due and payable on July 15 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Closing Date, or the most recent Interest Payment Date to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the rates per annum in accordance with the following schedule: Years of Stated Maturity Principal Interest (July 15) Amounts ($) Rates (%) 2018 27732317.8 -3- Years of Stated Maturity Principal Interest (July 15) Amounts ($) Rates (%) 2019 2020 2021 2022 2023 2024 2025 2026 SECTION 3: Payment of Bonds — Interest Payments — Paying Agent/Registrar. The principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of and interest on the Bonds shall be without exchange or collection charges to the Holder (as hereinafter defined) of the Bonds. The Bonds shall bear interest on the unpaid principal amount thereof at the per annum rates shown above in Section 2, computed on the basis of a 360 -day year of twelve 30 -day months, and interest thereon shall be payable semiannually on January 15 and July 15 of each year (each, an Interest Payment Date), commencing July 15, 2017, while the Bonds are Outstanding. Interest on each Bond issued and delivered to a Holder shall accrue from the Closing Date (anticipated to occur on or about , 2017) or from the latest Interest Payment Date that interest on such Bond (or its Predecessor Bond) has been paid that precedes the registration date appearing on such Bond in the "Registration Certificate of Paying Agent/Registrar" (Section 8D hereof), unless the registration date appearing thereon is an Interest Payment Date for which interest is being paid, in which case interest on such Bond shall accrue from the registration date appearing thereon and provided further that with respect to the initial payment of interest on a Bond. 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, in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. 27732317.8 -4- The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Both principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided (i) on the Record Date (defined herein) for purposes of payment of interest thereon and (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof at the Bonds' Stated Maturity or upon prior redemption of the Bonds. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of, and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the last business day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i) by check sent by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. While the Bonds are held by the Purchaser, payment of principal of, premium, if any, and interest on the Bonds shall be made by federal funds wire transfer, at no cost to the Purchaser, to an account at a financial institution located in the United States designated by the Purchaser. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. 27732317.8 -5- SECTION 4: Redemption. A. Optional Redemption. The Bonds having Stated Maturities on and after July 15, 2028 shall be subject to redemption prior to Stated Maturity, in inverse order of Stated Maturity, at the option of the City, on July 15, 2027, or on any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. B. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right or of the requirement, as applicable, to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the City Council. C. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed, the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. D. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States Mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. 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). All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond (or the principal amount thereof to be redeemed) 27732317.8 -6- so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. E. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be required (i) to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds or (ii) to transfer or exchange any Bond selected for redemption, provided; however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5: Execution — Registration. The Bonds shall be executed on behalf of the City by its Mayor or Mayor Pro Tem, its seal reproduced or impressed thereon, and attested by the City Secretary. The signature of either officer on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchaser, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Holder of a 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 for the Initial Bond only, or a certificate of registration substantially in the form provided in Section 8D for Bonds other than the Initial Bond, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. SECTION 6: Registration — Transfer — Exchange of Bonds — Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Bonds, or, if appropriate, the nominee thereof. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of the same series and of authorized denomination and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. 27732317.8 -7- At the option of the Holder, Bonds may be exchanged for other Bonds of the same series and of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Bonds, to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk, and expense, and upon the delivery thereof, the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Bonds, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 27 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7: Initial Bond. The Bonds herein authorized shall be issued initially either (i) as a single fully -registered Bond in the total principal amount of $ with principal installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully -registered Bond for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (the Initial Bond) and, in either case, the Initial Bond shall be registered in the name of the Purchaser or the designee thereof. The Initial Bond shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchaser. Any time after the delivery of the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchaser, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of Paying Agent/Registrar, and the form of 27732317.8 -8- Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of Bond Counsel (hereinafter referenced)) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. 27732317.8 [The remainder of this page intentionally left blank] -9- B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2017 Dated Date: March 15, 2017 REGISTERED OWNER: Interest Rate: Stated Maturity: CUSIP NO: PRINCIPAL AMOUNT: DOLLARS The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption), and to pay interest on the unpaid Principal Amount hereof from the Closing Date (anticipated to occur on or about , 2017) 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 rate of interest specified above computed on the basis of a 360 -day year of 30 -day months; such interest being payable on January 15 and July 15 of each year (each, an Interest Payment Date), commencing July 15, 2017. Principal and premium, if any, of the Bond shall be payable to the Registered Owner hereof (the Holder) upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the last business day of the month next preceding each Interest Payment Date. All payments of principal of, 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 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. While the Bonds are held by the Purchaser, payment of principal of, premium, if any, and 27732317.8 -10- interest on the Bonds shall be made by federal funds wire transfer, at no cost to the Purchaser, to an account at a financial institution located in the United States designated by the Purchaser. This Bond is one of the series specified in its title issued in the aggregate principal amount of $ (the Bonds) pursuant to an ordinance adopted by the governing body of the City (the Ordinance), for the purpose of (i) discharging and making final payment of the Refunded Obligations, and (ii) paying the costs of issuance relating thereto, all in conformity with the laws of the State of Texas, particularly the City's Home Rule Charter and the Act, and the Ordinance. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of any Subordinate Lien Obligations and any Inferior Lien Obligations. The Bonds stated to mature on and after July 15, 2028 may be redeemed prior to their Stated Maturities, in inverse order of Stated Maturity, at the option of the City, on July 15, 2027 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 less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof') shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. In the event of a partial redemption of the principal amount of this Bond, payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of this Bond to the corporate trust office of the Paying Agent/Registrar and, there shall be issued to the registered owner hereof, without charge, a new Bond or Bonds of like maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty-five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. 27732317.8 -11- The Bonds of this series are special obligations of the City, issued as Junior Lien Obligations, payable from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues, being (primarily) a lien on and pledge of the Net Revenues derived from the operation of the City's utility system (as further described in the Ordinance, the System), that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of any Subordinate Lien Obligations and any Inferior Lien Obligations. In the Ordinance, the City reserves and retains the right to issue Additional Priority Bonds, Additional Junior Lien Obligations, Subordinate Lien Obligations, and Additional Inferior Lien Obligations without limitation as to principal amount but subject to any terms, conditions, or restrictions set forth in the Ordinance or as may be applicable thereto under law or otherwise. The Bonds do not constitute a legal or equitable pledge, charge, lien, or encumbrance upon any property of the City or System, except with respect to the Junior Lien Pledged Revenues. The Holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description and nature of the Junior Lien Pledged Revenues pledged for the payment of the Bonds; the terms and conditions under which the City may issue Additional Priority Bonds, Additional Junior Lien Obligations, Subordinate Lien Obligations, and Additional Inferior Lien Obligations; the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for 27732317.8 -12- the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Bond in order to render the same a legal, valid, and binding special obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by law, and that issuance of the Bonds does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by a pledge of and lien on the Junior Lien Pledged Revenues. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. 27732317.8 [The remainder of this page intentionally left blank] -13- IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed facsimile signature of the Mayor of the City, attested by the imprinted or lithographed facsimile signature of the City Secretary, and the official seal of the City has been duly affixed to, printed, lithographed or impressed on this Bond. CITY OF CORPUS CHRISTI, TEXAS ATTEST: City Secretary (SEAL) 27732317.8 Mayor [The remainder of this page intentionally left blank] -14- 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 THE STATE OF TEXAS § § § § REGISTER NO. I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) * Bond to Printer: Not to appear on printed Bonds D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds Only. CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within -mentioned Ordinance; the Bond or Bonds of the above -entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: * Bond to Printer: to appear on printed Bonds 27732317.8 -15- THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Dallas, Texas, as Paying Agent/Registrar By: Authorized Signature E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within 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: 27732317.8 [The remainder of this page intentionally left blank.] -16- F. Form of 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: (1) immediately under the name of the Initial Bond the headings "Interest Rate" and "Stated Maturity" shall both be completed "as shown below"; (2) the first two paragraphs shall read as follows: REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the fifteenth day of July in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (%) (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof from the Closing Date (anticipated to occur on or about , 2017), 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 rate of interest specified above computed on the basis of a 360 -day year of 30 - day months; such interest being payable on January 15 and July 15 of each year (each, an Interest Payment Date), commencing July 15, 2017. Principal of this Bond shall be payable to the Registered Owner hereof (the Holder), upon its presentation and surrender, at the corporate trust office of The 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 last business day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. While the Bonds are held by the Purchaser, payment of principal of, premium, if any, and interest on the Bonds shall be made by 27732317.8 -17- federal funds wire transfer, at no cost to the Purchaser, to an account at a financial institution located in the United States designated by the Purchaser. G. Insurance Legend. If bond insurance is obtained by the Purchaser or the City for the Bonds, 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 33 and 47 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Accountant shall mean a nationally recognized independent certified public accountant, or an independent firm of certified public accountants. B. The term Additional Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, which pledge is subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be pledged to the payment of the Priority Bonds, that is included in Junior Lien Pledged Revenues, that is or will be pledged to the payment of any Subordinate Lien Obligations, and that is on parity with the lien on and pledge of the Net Revenues securing the payment of the then -Outstanding Inferior Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. C. The term Additional Junior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Junior Lien Pledged Revenues, such pledge to include a pledge of Net Revenues that is junior and inferior to the lien on and pledge of the Net Revenues that are or will be pledged to the payment of the Priority Bonds now Outstanding or hereafter issued by the City but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of any Subordinate Lien Obligations and the Inferior Lien Obligations now Outstanding or hereafter issued by the City, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, as determined by the City Council in accordance with applicable law. D. The term Additional Priority Bonds shall mean any obligations hereafter issued to refund any of the Previously Issued Priority Bonds if issued in a manner so as to be payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues as 27732317.8 -18- determined by the City Council in accordance with applicable law and under the terms and conditions provided in Section 19 of this Ordinance. E. The term Authorized Official shall mean the City Manager of the City, the Assistant City Manager of the City, and the City's Director of Financial Services (which shall include any person serving in any of the foregoing capacities on an interim or non -permanent basis). F. The term Average Annual Debt Service Requirements shall mean that average amount which, at the time of computation, will be required to pay the Debt Service Requirements of obligations when due and derived by dividing the total of such Debt Service Requirements by the number of years then remaining before final Stated Maturity. The calculation of Average Annual Debt Service Requirements shall be net of (1) capitalized interest from bond proceeds and (2) the receipt or anticipated receipt of a refundable tax credit or similar payment relating to a series of Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as one offset to regularly scheduled debt service of the series of Junior Lien Obligations to which it relates. G. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2017", dated March 15, 2017, authorized by this Ordinance. H. The term Bond Fund shall mean the special Fund or account created and established by the provisions of Section 13 of this Ordinance. I. The term Capital Additions shall mean a reservoir or other water storage facilities, a water or wastewater treatment plant or an interest therein, an electric generation facility and/or distribution system or an interest therein, a gas distribution system or an interest therein and associated transmission facilities with respect to each and any combination thereof, which shall become a part of the System. J. The term Capital Improvements shall mean any capital extensions, improvements and betterments to the System other than Capital Additions. K. The term City shall mean the City of Corpus Christi, Texas and, where appropriate, the City Council of the City. L. The term Closing Date shall mean the date of physical delivery of the Initial Bonds in exchange for the payment in full by the Purchaser. M. The term Credit Agreement shall mean a loan agreement, revolving credit agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance contract, commitments to purchase Debt, purchase or sale agreements, interest rate swap agreements, or commitments or other contracts or agreements authorized, recognized, and approved by the City as a Credit Agreement in connection with the authorization, issuance, security, or payment of any obligation authorized by Chapter 1371, and which includes any Credit Facility. 27732317.8 -19- N. The term Credit Facility shall mean (i) a policy of insurance or a surety bond, issued by an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations, or (ii) a letter or line of credit issued by any financial institution. O. The term Credit Provider shall mean any bank, financial institution, insurance company, surety bond provider, or other institution which provides, executes, issues, or otherwise is a party to or provider of a Credit Agreement or Credit Facility. P. The term Debt shall mean (1) all indebtedness payable from Net Revenues and/or Junior Lien Pledged Revenues incurred or assumed by the City for borrowed money (including indebtedness payable from Net Revenues and/or Junior Lien Pledged Revenues arising under Credit Agreements) and all other financing obligations of the System payable from Net Revenues and/or Junior Lien Pledged Revenues that, in accordance with generally accepted accounting principles, are shown on the liability side of a balance sheet; and (2) all other indebtedness payable from Junior Lien Pledged Revenues and/or Net Revenues (other than indebtedness otherwise treated as Debt hereunder) for borrowed money or for the acquisition, construction, or improvement of property or capitalized lease obligations pertaining to the System that is guaranteed, directly or indirectly, in any manner by the City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement, contingent or otherwise, to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise. For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to the maturity thereof, there shall have been deposited with the proper depository (a) in trust the necessary funds (or investments that will provide sufficient funds, if permitted by the instrument creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be considered Debt unless such item constitutes indebtedness under generally accepted accounting principles applied on a basis consistent with the financial statements of the System in prior Fiscal Years. Q. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest calculated by assuming (i) that the interest rate for every 12 -month period on such bonds is equal to the rate of interest reported in the most recently published edition of The Bond Buyer (or its successor) at the time of calculation as the "Revenue Bond Index" or, if such Revenue 27732317.8 -20- Bond Index is no longer being maintained by The Bond Buyer (or its successor) at the time of calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid on United States Treasury obligations of like maturity and (ii) that, in the case of bonds not subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds is amortized such that annual debt service is substantially level over the remaining stated life of such bonds or in the manner permitted under Section 1371.057(c), as amended, Texas Government Code as the same relates to interim or non—permanent indebtedness, and in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity according to a fixed schedule, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto (in each case notwithstanding any contingent obligation to redeem bonds more rapidly). For the term of any Credit Agreement in the form of an interest rate hedge agreement entered into in connection with any such obligations, Debt Service Requirements shall be computed by netting the amounts payable to the City under such hedge agreement from the amounts payable by the City under such hedge agreement and such obligations. R. The term Depository shall mean an official depository bank of the City. S. The term Engineer shall mean an individual, firm, or corporation engaged in the engineering profession, being a registered professional engineer under the laws of the State of Texas, having specific experience with respect to a combined municipal utility system similar to the System and such individual, firm, or corporation may be employed by, or may be an employee of, the City. T. The term Federal Contract shall mean Contract No. 6-07-01-X0675 entered into by an among the United States of America, the City and the Nueces River Authority, dated June 30, 1976, and amended on June 16, 1980, with respect to the Nueces River Reclamation Project, pursuant to which the City has pledged the revenues of its waterworks system in support of the payment obligations of the City under the Federal Contract, subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of the Priority Bonds, the lien thereon and pledge thereof securing the payment of the Junior Lien Obligations, as a result of such Net Revenues being included as Junior Lien Pledged Revenues, and the lien thereon and pledge thereof securing the payment of the Subordinate Lien Obligations. U. The term Fiscal Year shall mean the twelve month accounting period used by the City in connection with the operation of the System which may be any twelve consecutive month period established by the City, presently being that period commencing on October 1 of each year and ending on the following September 30. V. 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, and (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. When the Previously Issued Junior Lien Obligations issued on or before August 25, 2016, are no longer 27732317.8 -21- Outstanding, 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. W. The term Gross Revenues shall mean all revenues, income, and receipts derived or received by the City from the operation and ownership of the System, including the interest income from the investment or deposit of money in any Fund created or confirmed by this Ordinance or maintained by the City in connection with the System, other than those amounts subject to payment to the United States of America as rebate pursuant to section 148 of the Code. X. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. Y. The term Inferior Lien Obligations shall mean (i) the Previously Issued Inferior Lien Obligations, (ii) any Additional Inferior Lien Obligations, and (iii) any obligations issued to refund the foregoing payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. Z. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being January 15 and July 15 of each year, commencing July 15, 2017, while any of the Bonds remain Outstanding. AA. The term Junior Lien Obligations shall mean (i) the Previously Issued Junior Lien Obligations, (ii) any Additional Junior Lien Obligations, and (iii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of any Subordinate Lien Obligations and any Inferior Lien Obligations, as determined by the City Council in accordance with applicable law. BB. The term Junior Lien Pledged Revenues means (1) the Net Revenues that remain after payment of all amounts, and funding of all funds, relating to any Priority Bonds, plus (2) any additional revenues, income, receipts, or other resources, including, without limitation, any grants, donations, or income received or to be received from the United States Government, or 27732317.8 -22- any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of the Bonds, and at the City's discretion, any Additional Junior Lien Obligations, and excluding those revenues excluded from Gross Revenues. CC. The term Net Revenues shall mean all Gross Revenues less Operating Expenses. DD. The term Operating Expenses shall mean the expenses of operation and maintenance of the System, including all salaries, labor, materials, repairs, and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City, reasonably and fairly exercised by the passage of appropriate ordinances, are necessary to render adequate service, or such as might be necessary to meet some physical accident or condition which would otherwise impair any Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, Inferior Lien Obligations, or other Debt of the System. Operating Expenses shall include the purchase of water, sewer and gas services as received from other entities and the expenses related thereto, and, to the extent permitted by a change in law (and receipt of an opinion as to legality from a firm of nationally recognized bond counsel), Operating Expenses may include payments made on or in respect of obtaining and maintaining any Credit Facility. Operating Expenses shall never include any allowance for depreciation, property retirement, depletion, obsolescence, and other items not requiring an outlay of cash and any interest on the Bonds or any Debt. EE. The term Ordinance shall mean this Ordinance adopted by the City Council on March 28, 2017 authorizing the issuance of the Bonds. FF. The term Outstanding shall mean when used in this Ordinance with respect to all Debt means, as of the date of determination, all Debt except: (1) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations for which payment has been duly provided by the City in accordance with the provisions of Section 35 of this Ordinance; and (3) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 27 of this Ordinance. GG. The term Paying Agent/Registrar shall mean the financial institution specified in Section 3 of this Ordinance, or its herein -permitted successors and assigns. HH. The term Previously Issued Inferior Lien Obligations shall mean the Federal Contract. 27732317.8 -23- II. The term Previously Issued Junior Lien Obligations shall mean, as of the Closing Date the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues which includes a lien on and pledge of Net Revenues of the System that is junior and inferior to the lien thereon and pledge thereof securing the Priority Bonds but superior to the lien thereon and pledge thereof securing any Subordinate Lien Obligations and Inferior Lien Obligations, identified as follows: (1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2012", dated November 15, 2012, in the original principal amount of $69,085,000; (2) "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012", dated November 15, 2012, in the original principal amount of $155,660,000; (3) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2013", dated November 1, 2013, in the original principal amount of $97,930,000; (4) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2015A", dated March 1, 2015, in the original principal amount of $93,600,000; (5) "City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 2015C", dated July 1, 2015, in the original principal amount of $101,385,000; (6) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2016", dated August 1, 2016, in the original principal amount of $80,415,000; and (7) Upon issuance, the Bonds. JJ. The term Previously Issued Priority Bonds shall mean, as of the Closing Date (i) the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System, identified as follows: (1) "City of Corpus Christi, Texas Utility System Revenue Refunding Bonds, Series 2005", dated January 1, 2005, in the original principal amount of $70,390,000; (2) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2009", dated March 1, 2009, in the original principal amount of $96,490,000; 27732317.8 -24- (3) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010", dated March 1, 2010, in the original principal amount of $8,000,000; (4) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Taxable Series 2010 (Direct Subsidy -Build America Bonds)", dated July 1, 2010, in the original principal amount of $60,625,000; (5) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010A", dated July 1, 2010, in the original principal amount of $14,375,000; and (6) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2012", dated April 1, 2012, in the original principal amount of $52,500,000. KK. The term Priority Bonds shall mean the Previously Issued Priority Bonds and any Additional Priority Bonds hereafter issued to refund any of the foregoing if issued in a manner so as to be payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System, as determined by the City Council in accordance with any applicable law. LL. The term Prudent Utility Practice shall mean any of the practices, methods and acts, in the exercise of reasonable judgment, in the light of the facts, including but not limited to the practices, methods and acts engaged in or approved by a significant portion of the public utility industry prior thereto, known at the time the decision was made, would have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. It is recognized that Prudent Utility Practice is not intended to be limited to the optimum practice, method or act at the exclusion of all others, but rather is a spectrum of possible practices, methods or acts which could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition. In the case of any facility included in the System which is owned in common with one or more other entities, the term "Prudent Utility Practice", as applied to such facility, shall have the meaning set forth in the agreement governing the operation of such facility. MM. The term Purchaser shall mean the initial purchaser or purchasers of the Bonds named in Section 28 of this Ordinance. NN. The term Refunded Obligations shall mean the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance. 00. The term Required Reserve Amount shall have the meaning given such term in Section 14 of this Ordinance. PP. The term Reserve Fund shall have the meaning given such term in Section 14 of this Ordinance. 27732317.8 -25- QQ. The term Reserve Fund Deposits shall have the meaning given such term in Section 14 of this Ordinance. RR. The term Special Project shall mean, to the extent permitted by law, any water, sewer, wastewater reuse, or municipal drainage system property, improvement, or facility declared by the City, upon the recommendation of the City Council, not to be part of the System, for which the costs of acquisition, construction, and installation are paid from proceeds of Special Project Bonds (as hereinafter defined) being a financing transaction other than the issuance of bonds payable from ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues, and for which all maintenance and operation expenses are payable from sources other than ad valorem taxes, Net Revenues, or Junior Lien Pledged Revenues, but only to the extent that and for so long as all or any part of the revenues or proceeds of which are or will be pledged to secure the payment or repayment of such costs of acquisition, construction, and installation under such Special Project Bonds. SS. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on July 15 of each year, as set forth in Section 2 of this Ordinance. TT. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be pledged to the payment of the Priority Bonds or that is included in Junior Lien Pledged Revenues, but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of any Inferior Lien Obligations now Outstanding or hereafter issued by the City, and on parity with the lien on and pledge of the Net Revenues securing the payment of the then - Outstanding Subordinate Lien Obligations and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by such subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law. UU. The term System shall mean and include, whether now existing or hereinafter added (including additions made from time to time in accordance with the provisions of the City ordinances authorizing the issuance of the Outstanding Priority Bonds), the City's existing combined waterworks system, wastewater disposal system and gas system, together with all future extensions, improvements, enlargements, and additions thereto, including, to the extent permitted by law (and to be added at the sole discretion of the City), storm sewer and drainage within the waterworks system, solid waste disposal system, additional utility (including electricity), telecommunications, technology, and any other similar enterprise services, and all replacements, additions, and improvements to any of the foregoing, within or without the City limits; provided that, notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the term System shall not include any waterworks, wastewater or gas facilities which are declared by the City to be a Special Project and not a part of the System and which are hereafter acquired or constructed by the City with the proceeds from the issuance of Special Project Bonds, which are hereby defined as being special revenue obligations of the City which are not secured by or payable from all or part of the Net Revenues and/or Junior Lien Pledged Revenues, but which are secured by and payable solely from special contract revenues, 27732317.8 -26- or payments received from the City or any other legal entity, or any combination thereof, in connection with such facilities; and such revenues or payments shall not be considered as or constitute Gross Revenues of the System, unless and to the extent otherwise provided in the ordinance or ordinances authorizing the issuance of such Special Project Bonds. VV. The term System Fund shall have the meaning given such term in Section 12 of this Ordinance. SECTION 10: Pledge of Junior Lien Pledged Revenues. A. The City hereby covenants and agrees that the Junior Lien Pledged Revenues of the System are hereby irrevocably pledged to the payment and security of the Junior Lien Obligations, including the establishment and maintenance of the special funds or accounts created for the payment and security thereof, all as hereinafter provided; and it is hereby ordained that the Junior Lien Obligations, and the interest thereon, shall constitute a lien on and pledge of the Junior Lien Pledged Revenues and be valid and binding without any physical delivery thereof or further act by the City, and the lien created hereby on the Junior Lien Pledged Revenues for the payment and security of the Junior Lien Obligations, shall be, subject to the subordinate lien nature of the Junior Lien Pledged Revenues as herein described otherwise, prior in right and claim as to any other indebtedness, liability, or obligation of the City or the System. The Junior Lien Obligations are and will be secured by and payable only from the Junior Lien Pledged Revenues, and are not secured by or payable from a mortgage or deed of trust on any properties whether real, personal, or mixed, constituting the System. B. Chapter 1208, as amended, Texas Government Code, applies to the issuance of the Bonds and the pledge of Junior Lien Pledged Revenues granted by the City under subsection A of this Section, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Junior Lien Obligations are Outstanding and unpaid such that the pledge of the Junior Lien Pledged Revenues granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the registered owners of the Junior Lien Obligations the perfection of the security interest in this pledge, the City Council agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, as amended, Texas Business & Commerce Code and enable a filing to perfect the security interest in this pledge to occur. SECTION 11: Rates and Charges. For the benefit of the Holders of the Bonds and in addition to all provisions and covenants in the laws of the State of Texas and in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Junior Lien Obligations are Outstanding, to establish and maintain rates and charges for facilities and services afforded by the System that are reasonably expected, on the basis of available information and experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year sufficient: A. To pay all Operating Expenses, or any expenses required by statute to be a first claim on and charge against the Gross Revenues of the System. 27732317.8 -27- B. To produce Net Revenues, together with any other lawfully available funds, sufficient to satisfy the rate covenant contained in the ordinances authorizing the issuance of the Priority Bonds and to pay the principal of and interest on the Priority Bonds and the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Priority Bonds, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a prior and first lien on an pledge of the Net Revenues of the System; C. To produce Net Revenues, together with any other lawfully available funds, equal to at least 1.15 times Average Annual Debt Service Requirements on the then -Outstanding Junior Lien Obligations and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Junior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues, including the Junior Lien Pledged Revenues, that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds but senior and superior to the lien thereon and pledge thereof securing the repayment of any Subordinate Lien Obligations and any Inferior Lien Obligations; D. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the amounts that may be deposited in the special funds established for the payment of any Subordinate Lien Obligations; E. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on any Inferior Lien Obligations as the same become due and payable and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of any Inferior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, the Junior Lien Obligations, and any Subordinate Lien Obligations; and F. To pay, together with any other lawfully available funds, any other legally incurred Debt payable from the Net Revenues of the System and/or secured by a lien on any part of the System. The determination of the amount of principal of and interest on any obligations identified in this Section for the purpose of confirming the sufficiency of System rates and charges shall be made after giving consideration as an offset to debt service the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of obligations irrevocably designated as refundable tax credit bonds pursuant to the City ordinance authorizing their issuance or otherwise relating thereto. SECTION 12: System Fund. The City hereby covenants, agrees, and ratifies its prior covenants and agreements that the Gross Revenues of the System shall be deposited, as collected and received, into a separate Fund or account (previously created and established and to be maintained with the Depository) known as the "City of Corpus Christi, Texas Utility System Revenue Fund" (the System Fund and that the Gross Revenues of the System shall be kept 27732317.8 -28- separate and apart from all other funds of the City. All Gross Revenues deposited into the System Fund shall be pledged and appropriated to the extent required for the following uses and in the order of priority shown: A. First: To the payment of all necessary and reasonable Operating Expenses or other expenses required by statute to be a first charge on and claim against the revenues of the System. B. Second: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Priority Bonds and any Additional Priority Bonds hereafter issued by the City. C. Third: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of the Previously Issued Junior Lien Obligations and any Additional Junior Lien Obligations hereafter issued by the City. D. Fourth: To the payment of the amounts required to be deposited into the special funds and accounts created and established for the payment, security and benefit of any Subordinate Lien Obligations hereafter issued by the City. E. Fifth: To the payment of the amounts that must be deposited in any special funds and accounts created and established for the payment, security, and benefit of the Previously Issued Inferior Lien Obligations and any Additional Inferior Lien Obligations hereafter issued by the City. Any Net Revenues remaining in the System Fund following such transfers may be used by the City for payment of other obligations of the System, and for any other lawful purpose; provided, however, that for so long as any Priority Bonds remain Outstanding, transfers made for purposes other than for payment of obligations of the System shall be made only at the end of the Fiscal Year (if such limitation is imposed, and then, only to the extent imposed in the City ordinances authorizing the issuance of the Priority Bonds). SECTION 13: Bond Fund - Excess Funds. For purposes of providing funds to pay the principal of and interest on the currently Outstanding Junior Lien Obligations as the same become due and payable, the City agrees to maintain, at the Depository, a separate and special Fund or account to be created and known as the "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds Interest and Sinking Fund" (the Bond Fund). The City covenants that there shall be deposited by an Authorized Official into the Bond Fund prior to each principal and interest payment date from the available Net Revenues an amount equal to one hundred per cent (100%) of the amount required to fully pay the interest on and the principal of the currently Outstanding Junior Lien Obligations then falling due and payable, such deposits to pay maturing principal and accrued interest on the currently Outstanding Junior Lien Obligations to be made in substantially equal monthly installments on or before the 10th day of each month, beginning on or before the 10th day of the month next following the delivery of the Bonds to the Purchasers. As described further in Section 15 hereof, if the Junior Lien Pledged Revenues in any month are insufficient to make the required payments into the Bond Fund, then 27732317.8 -29- the amount of any deficiency in such payment shall be added to the amount otherwise required to be paid into the Bond Fund in the next month. The required monthly deposits to the Bond Fund for the payment of principal of and interest on the currently Outstanding Junior Lien Obligations shall continue to be made as hereinabove provided until such time as (i) the total amount on deposit in the Bond Fund and Reserve Fund is equal to the amount required to fully pay and discharge all Outstanding Junior Lien Obligations (principal and interest) or (ii) the Junior Lien Obligations are no longer Outstanding. Any proceeds of the Bonds, and investment income thereon, not expended for authorized purposes shall be deposited into the Bond Fund and shall be taken into consideration and reduce the amount of monthly deposits required to be deposited into the Bond Fund from the Net Revenues of the System. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in such Fund from the Junior Lien Pledged Revenues. SECTION 14: Reserve Fund. To accumulate and maintain a reserve for the payment of the Bonds equal to 100% of the Average Annual Debt Service Requirements or such lesser amount as restricted by the Code (calculated by the City Council at the beginning of each Fiscal Year and as of the date of issuance of the Bonds and each series of Additional Junior Lien Obligations) for the Bonds (the Required Reserve Amount), the City hereby creates and establishes, and shall maintain at a Depository a separate and special fund known as the "Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds Reserve Fund" (the Reserve Fund). Earnings and income derived from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the System Fund. All funds deposited into the Reserve Fund shall be used solely for the payment of the principal of and interest on the Bonds, when and to the extent other funds available for such purposes are insufficient, and, in addition, may be used to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds. The City may acquire a Credit Facility or Facilities issued by a Credit Provider in amounts equal to all or part of the Required Reserve Amount for the Bonds in lieu of depositing cash into the Reserve Fund; provided, however, that no such Credit Facility may be so substituted unless the substitution of the Credit Facility will not, in and of itself, cause any ratings then assigned to the Bonds by any nationally recognized rating agency to be lowered and the resolution authorizing the substitution of the Credit Facility for all or part of the Required Reserve Amount for the Bonds contains (i) a finding that such substitution is cost effective and (ii) a provision that the interest due on any repayment obligation of the City by reason of payments made under such Credit Facility does not exceed the highest lawful rate of interest which may be paid by the City at the time of the delivery of the Credit Facility. The City reserves the right to use Junior Lien Pledged Revenues to fund the payment of (1) periodic premiums on the Credit Facility as a part of the payment of the City's Operating Expenses, and 27732317.8 -30- (2) any repayment obligation incurred by the City (including interest) to the Credit Provider, the payment of which will result in the reinstatement of such Credit Facility, prior to making payments required to be made to the Reserve Fund pursuant to the provisions of this Section to restore the balance in such fund the Required Reserve Amount for the Bonds. Until the issuance of any Additional Junior Lien Obligations (or as from time to time recalculated by the City as provided in the first paragraph of this Section), the Required Reserve Amount is $ (inclusive of the Bonds). Of this amount, $ , representing the portion of the Required Reserve Amount attributable to the Bonds, shall be deposited to the Reserve Fund at such time as may be required pursuant to the provisions of this Section from Revenues, paid from the System Fund at such level of priority as specified in Section 12, by the deposit of monthly installments, made on or before the 10th day of each month following the month in which such obligation to fund the Reserve Fund arises, of not less than 1/60th of the amount to be maintained in the Reserve Fund. As and when Additional Junior Lien Obligations are delivered or incurred, the Required Reserve Amount shall be increased, if required, to an amount calculated in the manner provided in the first paragraph of this Section. Any additional amount required to be maintained in the Reserve Fund shall be so accumulated by the deposit of all or a portion of the necessary amount from the proceeds of the issue or other lawfully available funds in the Reserve Fund immediately after the delivery of the then proposed Additional Junior Lien Obligations, or, at the option of the City, by the deposit of monthly installments, made on or before the business day before the 10th day of each month following the month of delivery of the then proposed Additional Junior Lien Obligations, of not less than 1/60th of the additional amount to be maintained in the Reserve Fund by reason of the issuance of the Additional Junior Lien Obligations then being issued (or 1/60th of the balance of the additional amount not deposited immediately in cash) (such deposits, the Required Reserve Fund Deposits), thereby ensuring the accumulation in the Reserve Fund of the appropriate Required Reserve Amount. When and for so long as the cash and investments in the Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required Reserve Amount (other than as the result of the issuance of Additional Junior Lien Obligations as provided in the preceding paragraph), the City covenants and agrees to cure the deficiency in the Required Reserve Amount by resuming the Required Reserve Fund Deposits to the Reserve Fund from the Junior Lien Pledged Revenues in monthly deposit amounts equal to not less than 1/60th of the Required Reserve Amount covenanted by the City to be maintained in the Reserve Fund. Any such deficiency payments shall be made on or before the 10th day of each month until the Required Reserve Amount has been fully restored. The City further covenants and agrees that, subject only to the prior payments to be made to the Bond Fund, the Junior Lien Pledged Revenues shall be applied and appropriated and used to establish and maintain the Required Reserve Amount and to cure any deficiency in such amounts as required by the terms of this Ordinance, any City ordinance authorizing the issuance of the Priority Bonds, and any other ordinance pertaining to the issuance of Additional Junior Lien Obligations. During such time as the Reserve Fund contains the Required Reserve Amount, the City Council may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the 27732317.8 -3 1 - Required Reserve Amount. Any such withdrawn surplus shall be deposited to the Bond Fund or used by the City for any other lawful purpose; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then -applicable State law. In the event a Credit Facility issued to satisfy all or a part of the City's obligation with respect to the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the Required Reserve Amount for the Bonds, the City may transfer such excess amount to any fund or funds established for the payment of or security for the Bonds (including any escrow established for the final payment of any such obligations pursuant to the provisions of the Act), or be used for any lawful purposes; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then -applicable State law. Notwithstanding anything to the contrary contained in this Section, the requirements set forth above to fund the Reserve Fund in the amount of the Required Reserve Amount shall be suspended for such time as the Junior Lien Pledged Revenues for each Fiscal Year are equal to at least 110% of the Average Annual Debt Service Requirements. In the event that the Junior Lien Pledged Revenues for any two consecutive Fiscal Years are less than 110% (unless such percentage is below 100% in any Fiscal Year, in which case the hereinafter—specified requirements will commence after such Fiscal Year) of the Average Annual Debt Service Requirements, the City will be required to commence making the deposits to the Reserve Fund, as provided above, and to continue making such deposits until the earlier of (i) such time as the Reserve Fund contains the Required Reserve Amount or (ii) the Junior Lien Pledged Revenues for a Fiscal Year have been equal to not less than 110% of the Average Annual Debt Service Requirements. SECTION 15: Deficiencies — Excess Junior Lien Pledged Revenues. A. If on any occasion there shall not be sufficient Junior Lien Pledged Revenues to make the required deposits into the Bond Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Junior Lien Pledged Revenues, or from any other sources available for such purpose, and such payments shall be in addition to the amounts required to be paid into these Funds or accounts during such month or months. B. Subject to making the required deposits to the Bond Fund when and as required by any ordinance or resolution authorizing the issuance of the currently Outstanding Priority Bonds, the Junior Lien Obligations, any Subordinate Lien Obligations and any Inferior Lien Obligations, the excess Net Revenues of the System may be used by the City for any lawful purpose (as further provided in Section 12 hereof). SECTION 16: Payment of Bonds. While any of the Bonds are Outstanding, an Authorized Official shall cause to be transferred to the Paying Agent/Registrar therefor, from funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly each installment of interest on and principal of the Bonds as such installment accrues or matures; such transfer of funds must be made in such manner as will cause immediately available funds to be 27732317.8 -32- deposited with the Paying Agent/Registrar for the Bonds at the close of the business day next preceding the date a debt service payment is due on the Bonds. SECTION 17: Investments. Funds held in any Fund or account created, established, or maintained pursuant to this Ordinance shall, at the option of the City, be placed in time deposits, certificates of deposit, guaranteed investment contracts or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, or any other law, and secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, including investments held in book -entry form, in securities including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured, or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any Fund or account will be available at the proper time or times. Such investments (except State and Local Government Series investments held in book entry form, which shall at all times be valued at cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal Year. All interest and income derived from deposits and investments in the Bond Fund immediately shall be credited to, and any losses debited to, the Bond Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 18: Covenants. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administering and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in the City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding, and to the extent of any irreconcilable conflict between the provisions contained herein and in the City ordinances authorizing the issuance of the Priority Bonds now or hereafter Outstanding, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of the Priority Bonds now or hereafter Outstanding; provided, however, that the provisions of this Ordinance concerning the issuance of Additional Priority Bonds shall control. It is expressly recognized that prior to the issuance of any Additional Junior Lien Obligations, Subordinate Lien Obligations, or Additional Inferior Lien Obligations, that the City must comply with each of the conditions precedent contained in this Ordinance and the City ordinances authorizing the issuance of the then -Outstanding Priority Bonds, as appropriate. A. Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance, and each ordinance authorizing the issuance of Junior Lien Obligations; it will promptly pay or cause to be paid the principal amount of and interest on all Debt, on the dates and in the places and manner 27732317.8 -33- prescribed in such ordinances and such Debt; and it will, at the time and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the System Fund and the Funds herein created; and any registered owner of any Debt may require the City, its officials and employees to carry out, respect or enforce the covenants and obligations of this Ordinance, or any ordinance authorizing the issuance of Debt, by all legal and equitable means, including specifically, but without limitation, the use and filing of mandamus proceedings, in any court of competent jurisdiction, against the City, its officials and employees. B. City's Legal Authority. It is a duly created and existing home rule city of the State of Texas, and is duly authorized under the laws of the State of Texas to issue the Bonds; that all action on its part for the issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the owners thereof are and will be valid and enforceable special obligations of the City in accordance with their terms. C. Acquisition and Construction; Operation and Maintenance. (1) It shall use its best efforts in accordance with Prudent Utility Practice to acquire and construct, or cause to be acquired and constructed, any Capital Additions or Capital Improvements, in accordance with the plans and specifications therefor, as modified from time to time, with due diligence and in a sound and economical manner; and (2) it shall at all times use its best efforts to operate or cause to be operated the System properly and in an efficient manner, consistent with Prudent Utility Practice, and shall use its best efforts to maintain, preserve, reconstruct and keep the same or cause the same to be so maintained, preserved, reconstructed and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and condition, and shall from time to time make, or use its best efforts to cause to be made, all necessary and proper repairs, replacement and renewals so that at all times the operation of the System may be properly and advantageously conducted. D. Title. It has or will obtain lawful title, whether such title is in fee or lesser interest, to the lands, buildings, structures and facilities constituting the System, that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and facilities, and every part thereof, for the benefit of the owners of the Junior Lien Obligations, against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Junior Lien Pledged Revenues to the payment of the Junior Lien Obligations in the manner prescribed herein, and has lawfully exercised such rights. E. Liens. It will from time to time and before the same become delinquent pay and discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed upon it, or the System; it will pay all lawful claims for rents, royalties, labor, materials and supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic's, laborer's, materialman's or other lien or charge which might or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impaired; provided however, that no such tax, assessment or charge, and that no such claims which might be used as the basis of a mechanic's, laborer's, materialman's or other lien or charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by the City. 27732317.8 -34- F. No Free Service. No free service or service otherwise than in accordance with the established rate schedule shall be furnished, directly or indirectly, by the System to any person, firm, corporation or other entity, other than the City. No part of the salary of any official or employee of the City or his replacement shall be paid from Junior Lien Pledged Revenues unless and only to the extent the duties and performances of such official or employee or his replacement appertain directly to the System. To the extent the City receives the services of the System, such services shall be accounted for according to the established rate schedule. G. Further Encumbrance. It will not additionally encumber the Net Revenues of the System in any manner, except as permitted in the City ordinances authorizing the Previously Issued Priority Bonds and in this Ordinance (which provisions are also included in other City ordinances authorizing other series of Junior Lien Obligations). H. Sale, Lease or Disposal of Property. No part of the System shall be sold, leased, mortgaged, demolished, removed or otherwise disposed of, except as follows: (1) To the extent permitted by law, the City may sell or exchange at any time and from time to time any property or facilities constituting part of the System only if (A) it shall determine such property or facilities are not useful in the operation of the System, or (B) the proceeds of such sale are $250,000 or less, or it shall have received a certificate executed by an Engineer and the City Manager stating, in their opinion, that the fair market value of the property or facilities exchanged is $250,000 or less, or (C) if such proceeds or fair market value exceeds $250,000 it shall have received a certificate executed by an Engineer and the City Manager stating (i) that system within the System of which the property or facilities comprises a part thereof and (ii) in their opinion, that the sale or exchange of such property or facilities will not impair the ability of the City to comply during the current or any future Fiscal Year with the provisions of Subsection K of this Section. The proceeds of any such sale or exchange not used to acquire other property necessary or desirable for the safe or efficient operation of the System shall forthwith, at the option of the City (i) be used to redeem or purchase Debt, or (ii) otherwise be used to provide for the payment of Debt. The foregoing notwithstanding, if such property or facilities sold or exchanged constituted property or facilities comprising all or a part of a system within the System, the acquisition, improvement or extension of such system having not been financed by the City in any manner with the proceeds of Debt, or with the proceeds of obligations which were refunded in whole or in part with the proceeds of Debt, then the City may utilize the proceeds of such sale or exchange for any lawful purpose; and (2) To the extent permitted by law, the City may lease or make contracts or grant licenses for the operation of, or make arrangements for the use of, or grant easements or other rights with respect to, any part of the System, provided that any such lease, contract, license, arrangement, easement or right (A) does not impede the operation by the City of the System and (B) does not in any manner impair or adversely affect the rights or security of the owners of the Debt under this Ordinance; and provided, further, that if the depreciated cost of the property to be covered by any such lease, contract, license, arrangement, easement or other right is in excess of $500,000, the City shall have received a certificate executed by an Engineer and the City Manager that the action of the 27732317.8 -35- City with respect thereto does not result in a breach of the conditions under this clause (2). Any payments received by the City under or in connection with any such lease, contract, license, arrangement, easement or right in respect of the System or any part thereof shall constitute Gross Revenues. L Books, Records and Accounts. It shall keep proper books, records and accounts separate and apart from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the System and the City shall cause said books and accounts to be audited annually as of the close of each Fiscal Year by the Accountant. J. Insurance. (1) Except as otherwise permitted in clause (2) below, it shall cause to be insured such parts of the System as would usually be insured by corporations operating like properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by corporations operating like properties, including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by floods, and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the City Attorney gives a written opinion to the effect that the City is not liable for claims which would be protected by such insurance. At any time while any contractor engaged in construction work shall be fully responsible therefor, the City shall not be required to carry insurance on the work being constructed if the contractor is required to carry appropriate insurance. All such policies shall be open to the inspection of the bondholders and their representatives at all reasonable times. (2) In lieu of obtaining policies for insurance as provided above, the City may self -insure against risks, accidents, claims or casualties described in clause (1) above. (3) The annual audit hereinafter required shall contain a section commenting on whether or not the City has complied with the requirements of this Section with respect to the maintenance of insurance, and listing the areas of insurance for which the City is self-insuring, all policies carried, and whether or not all insurance premiums upon the insurance policies to which reference is hereinbefore made have been paid. K. Audits. After the close of each Fiscal Year while any Debt is Outstanding, an audit will be made of the books and accounts relating to the System and the Net Revenues by the Accountant. Such annual audit reports shall be open to the inspection of the registered owners of Debt and their agents and representatives at all reasonable times. L. Governmental Agencies. It will comply with all of the terms and conditions of any and all franchises, permits and authorizations applicable to or necessary with respect to the System, and which have been obtained from any governmental agency; and the City has or will obtain and keep in full force and effect all franchises, permits, authorization and other requirements applicable to or necessary with respect to the acquisition, construction, equipment, operation and maintenance of the System. 27732317.8 -36- M. No Competition. To the extent it legally may, it will not grant any franchise or permit for the acquisition, construction or operation of any competing facilities which might be used as a substitute for the System's facilities, and, to the extent that it legally may, the City will prohibit any such competing facilities. N. Rights of Inspection. The Engineer or any registered owner of $100,000 in aggregate principal amount of the Debt then Outstanding shall have the right at all reasonable times to inspect the System and all records, accounts and data of the City relating thereto, and upon request the City shall furnish to an Engineer or such registered owner, as the case may be, such financial statements, reports and other information relating to the City and the System as an Engineer or such registered owner may from time to time reasonably request. SECTION 19: Issuance of Additional Priority Bonds, Additional Junior Lien Obligations, Subordinate Lien Obligations, and Additional Inferior Lien Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Additional Priority Bonds payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System upon satisfying each of the conditions precedent contained in the City ordinances authorizing the Previously Issued Priority Bonds concerning the issuance of Additional Priority Bonds to realize debt service savings by refunding any Priority Bonds at such time outstanding. For the avoidance of doubt, the City hereby covenants to no longer issue Priority Bonds for "new money" purposes. B. Additional Junior Lien Obligations, secured by and payable from the Junior Lien Pledged Revenues, which includes (primarily) a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds but senior and superior to the lien there on and pledge thereof securing the repayment of any Subordinate Lien Obligations and any Inferior Lien Obligations, upon satisfying each of the following conditions precedent: (1) The City Manager (or other officer of the City then having the responsibility for the financial affairs of the City) shall have executed a certificate stating (i) that the City is not then in default as to any covenant, obligation or agreement contained in any ordinance or other proceeding relating to any obligations of the City payable from and secured by a lien on and pledge of the Net Revenues and (ii) that the amounts on deposit in all Funds or Accounts created and established for the payment and security of all Outstanding obligations payable from and secured by a lien on and pledge of the Net Revenues are the amounts then required to be deposited therein. Such certificate shall be dated on or before the date of delivery of such Additional Junior Lien Obligations, but such certificate shall not be dated prior to the date an ordinance is passed authorizing the issuance of such Additional Junior Lien Obligations. 27732317.8 -37- (2) Conditions Precedent for Issuance of Additional Junior Lien Obligations — Capital Improvements and for any other Lawful Purpose except for Capital Additions or for Refunding. The City covenants and agrees that Additional Junior Lien Obligations will not be issued for the purpose of financing Capital Improvements, or for any other lawful purpose (except for Capital Additions or for refunding, which are to be issued in accordance with the provisions of Subsection (3) of this Section and Section 21 hereof, respectively) unless and until the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has secured a certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings (as hereinafter defined) for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Junior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all then -Outstanding Priority Bonds and Junior Lien Obligations after giving effect to the Additional Junior Lien Obligations then proposed. The foregoing notwithstanding, the City covenants and agrees that Additional Junior Lien Obligations may not be issued for the purpose of financing Capital Improvements when other Outstanding Junior Lien Obligations which have been issued for the purpose of financing Capital Additions and for which capitalized interest for such other Junior Lien Obligations has been provided for at least the twelve months subsequent to the date of issuance of the Additional Junior Lien Obligations then proposed to be issued, unless the conditions precedent in Subsection (1) above have been satisfied and, in addition thereto, the City has either (1) complied with the relevant conditions in this Subsection as set forth above, or (2) if the relevant conditions of this Subsection (2) as set forth above cannot be satisfied, the City has satisfied the conditions precedent in Subsection (3)(i) and (ii) of this Section (but, for purposes of such clauses, the term Capital Improvements shall be substituted for the term Capital Additions where the term Capital Additions appears therein to the extent necessary to give recognition to the fact that Capital Improvements, rather than Capital Additions, are then to be financed) and has secured a certification of the City Manager to the effect that, according to the books and records of the City, the Net Earnings for the preceding Fiscal Year or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Junior Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all then -Outstanding Priority Bonds and Junior Lien Obligations (other than Junior Lien Obligations issued for Capital Additions for which capitalized interest has been provided for at least the twelve months subsequent to the date of issuance of the Additional Junior Lien Obligations proposed to be issued) after giving effect to the Additional Junior Lien Obligations then proposed to be issued. (3) Conditions Precedent for Issuance of Additional Junior Lien Obligations — Capital Additions: Initial Issue. The City covenants and agrees that Additional Junior Lien Obligations will not be issued for the purpose of financing Capital Additions, unless the same conditions precedent specified in Subsection (1) above have been satisfied and, in addition thereto, either the relevant conditions precedent specified in Subsection (1) above are satisfied or, in the alternative, the City shall have obtained: (i) from an Engineer a comprehensive engineering report for each Capital Addition to be financed, which report shall (A) contain (1) detailed estimates of the cost of acquiring and constructing the Capital Addition, (2) the estimated date the acquisition and construction 27732317.8 -38- of the Capital Addition will be completed and commercially operative, and (3) a detailed analysis of the impact of the Capital Addition on the financial operations of the system for which the Capital Addition is to be integrated and to the System as a whole during the construction thereof and for at least five Fiscal Years after the date the Capital Addition becomes commercially operative, and (B) conclude that (1) the Capital Addition is necessary and will substantially increase the capacity, or is needed to replace existing facilities, to meet current and projected demands for the service or product to be provided thereby, and (2) the estimated cost of providing the service or product from the Capital Addition will be reasonable in comparison with projected costs for furnishing such service or product from other reasonably available sources; and (ii) a certificate of an Engineer to the effect that, based on an engineering report prepared thereby for each Capital Addition, the projected Net Earnings for each of the five Fiscal Years subsequent to the date the Capital Addition becomes commercially operative (as estimated in the engineering report) will be equal to at least 1.15 times the Average Annual Debt Service Requirements for the currently Outstanding Junior Lien Obligations or incurred and all Additional Junior Lien Obligations estimated to be issued, if any, for all Capital Improvements and for all Capital Additions then in progress or then being initiated, during the period from the date the first series of obligations for the Capital Additions is to be delivered through the fifth Fiscal Year subsequent to the date the Capital Addition is estimated to become commercially operative. (4) Completion Issues. Once a Capital Addition has been initiated by meeting the conditions precedent specified in Subsection (3)(i) and (ii) above and the initial Junior Lien Obligations issued therefor are delivered, the City reserves the right to issue Additional Junior Lien Obligations to finance the remaining costs of such Capital Addition in such amounts as may be necessary to complete the acquisition and construction thereof and make the same commercially operative without satisfaction of any condition precedent under Subsection (3)(i) and (ii) or Subsection (1) of this Section but subject to satisfaction of the following conditions precedent: (i) the City makes a forecast (the Forecast) of the operations of the System demonstrating the System's ability to pay all obligations, payable from the Net Revenues of the System to be Outstanding after the issuance of the Additional Junior Lien Obligations then being issued for the period (the Forecast Period) of each ensuing Fiscal Year through the fifth Fiscal Year subsequent to the latest estimated date such Capital Addition is expected to be commercially operative; and (ii) an Engineer reviews such Forecast and executes a certificate to the effect that (A) such Forecast is reasonable, and based thereon (and such other factors deemed to be relevant), the Net Revenues of the System will be adequate to pay all the obligations, payable from the Junior Lien Pledged Revenues of the System to be Outstanding after the issuance of the Additional Junior Lien Obligations then being issued for the Forecast Period and (B) the proceeds from the sale of such Additional Junior Lien Obligations are estimated to be sufficient to complete such acquisition and construction. (5) Computations; Reports. With reference to Junior Lien Obligations anticipated and estimated to be issued or incurred, the Average Annual Debt Service Requirements therefor shall be those reasonably estimated and computed by the City's Director of Financial Services (or other officer of the City then having the primary 27732317.8 -39- responsibility for the financial affairs of the City) after giving effect to the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of Junior Lien Obligations irrevocably designated as refundable tax credit bonds, which payment shall be treated as an offset to regularly scheduled debt service of the series of Junior Lien Obligations to which it relates. In the preparation of the engineering report required in Subsection (3)(i) above, an Engineer may rely on other experts or professionals, including those in the employment of the City, provided such engineering report discloses the extent of such reliance and concludes it is reasonable so to rely. In connection with the issuance of Junior Lien Obligations for Capital Additions, the certification of the City Manager and an Engineer, together with the engineering report for the initial issue and the Forecast for a subsequent issue, shall be conclusive evidence and the only evidence required to show compliance with the provisions and requirements and this clause of this Section. (6) Combination Issues. Junior Lien Obligations for Capital Additions may be combined in a single issue with Junior Lien Obligations for Capital Improvements or for any lawful purpose provided the conditions precedent set forth in Subsection (2) through (4) are complied with as the same relate to the appropriate purpose. (7) Definition of Net Earnings. As used in this Section, the term Net Earnings shall mean the Gross Revenues of the System after deducting the Operating Expenses of the System and those items identified in the SECOND level of priority in Section 12 hereof, but not expenditures which, under standard accounting practice, should be charged to capital expenditures. (8) Determination of Net Earnings. In making a determination of Net Earnings for any of the purposes described in this Section, the City Manager may take into consideration a change in the rates and charges for services and facilities afforded by the System that became effective at least 60 days prior to the last day of the period for which Net Earnings are determined and, for purposes of satisfying any of the Net Earnings test described above, make a pro forma determination of the Net Earnings of the System for the period of time covered by the City Manager's certification or opinion based on such change in rates and charges being in effect for the entire period covered by the City Manager's certificate or opinion. C. The City may issue Subordinate Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Priority Bonds and that is included in the Junior Lien Pledged Revenues, respectively, but senior and superior to the lien there on and pledge thereof securing the repayment of any Inferior Lien Obligations, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions precedent contained in the ordinances authorizing the issuance of the currently - Outstanding Priority Bonds and this Ordinance. D. The City may issue Additional Inferior Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Priority Bonds and that is included in the Junior Lien Pledged Revenues, 27732317.8 -40- respectively, on the terms and conditions desired by the City, subject only to the limitations imposed by applicable law and upon satisfying each of the conditions precedent contained in the ordinances authorizing the issuance of the currently -Outstanding Priority Bonds, this Ordinance, and, to the extent applicable, the Federal Contract. SECTION 20: Refunding Bonds. The City reserves the right to issue refunding bonds to refund all or any part of the currently Outstanding Debt, pursuant to any applicable law then available, upon such terms and conditions as the City Council may deem to be in the best interest of the City, and if less than all such currently Outstanding Debt are refunded, the conditions precedent prescribed for the issuance of Additional Junior Lien Obligations set forth in Section 19 of this Ordinance shall be satisfied and the City Managers' certification required in Section 19 shall give effect to the Debt Service Requirements of the proposed refunding bonds (but shall not give effect to the Debt Service Requirements of the obligations being refunded following their cancellation or provision being made for their payment). SECTION 21: Issuance of Special Project Bonds. Nothing in this Ordinance shall be construed to deny the City the right and it shall retain the right to issue Special Project Bonds, provided, however, the City will not issue Special Project Bonds unless the City concludes, upon recommendation of the City Council, that (i) the plan for developing the Special Project is consistent with sound planning, (ii) the Special Project would not materially and adversely interfere with the operation of the System, (iii) the Special Project can be economically and efficiently operated and maintained, and (iv) the Special Project can be economically and efficiently utilized by the City to meet combined utility system requirements and the cost of such will be reasonable. SECTION 22: Security of Funds. All money on deposit in the funds or accounts for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and money on deposit in such Funds or accounts shall be used only for the purposes permitted by this Ordinance. SECTION 23: Remedies in Event of Default. The Purchasers may exercise all rights and remedies available to it in law or equity, and any provision of the Bonds that restricts or limits the Purchasers' full exercise of these remedies shall be of no force and effect. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedy herein provided shall be cumulative of 27732317.8 -41- all other existing remedies and the specification of such remedy shall not be deemed to be exclusive. For the avoidance of doubt, no default with respect to any obligation that is secured by and payable from a lien on and pledge of Net Revenues that is junior and subordinate to the lien thereon and pledge thereof securing the Priority Bonds shall ever be deemed to be a default with respect to the Priority Bonds. SECTION 24: Notices to Holders Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first-class postage prepaid, to the address of each Holder as it appears in the Security Register. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 25: Bonds Are Negotiable Instruments. Each of the Bonds authorized herein shall be deemed and construed to be a "security" and as such a negotiable instrument with the meaning of the Chapter 8 of the Texas Uniform Commercial Code. SECTION 26: Cancellation. All Bonds surrendered for payment, transfer, redemption, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 27: Mutilated, Destroyed, Lost, and Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. 27732317.8 -42- In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 28: Confirmation of Sale; Approval of Private Placement Memorandum. The sale of the Bonds to the Texas Water Development Board (the Purchaser) for the purchase price of $ , which represents a purchase price of par, less the Purchaser's origination fee of $ and no accrued interest, pursuant to a loan commitment received from the Purchaser, is hereby confirmed. The pricing and terms of the Bonds are hereby found and determined to be the most advantageous reasonably obtained from the City. Delivery of the Bonds shall be made to the Purchaser as soon as practicable after the adoption of this Ordinance, upon payment therefor by federal funds wire transfer, at no cost to the Purchaser, in accordance with the terms of sale. Furthermore, the City hereby approves in all respects the City's Private Placement Memorandum prepared in conjunction with the sale of the Bonds and to be delivered to the Purchaser on the Closing Date. 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 Private Placement Memorandum in final form as may be required by the Purchaser, and such final Private Placement Memorandum in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Private Placement Memorandum authorized for deliver to the Purchaser. SECTION 29: Compliance with Purchaser's Rules and Regulations. The City will comply with all of the requirements contained in the resolution or resolutions adopted by the Purchaser with respect to the issuance of the Bonds. In addition, in compliance with the Purchaser's Drinking Water State Revolving Fund Program Rules, the City agrees and covenants so long as the Purchaser is the sole Holder of the Bonds: A. to keep and maintain full and complete records and accounts pertaining to the construction of the project refinanced with the proceeds of sale of the Bonds, including the 27732317.8 -43- Escrow Fund (defined herein), in accordance with the standards set forth by the Government Accounting Standard Board; B. to provide the Purchaser with copies of "as built plans" pertaining to the projects financed, in whole or in part, with any funds of the Purchaser; C. in addition to the requirements contained in Section 18.I hereof, to maintain current, accurate, and complete records and accounts necessary to demonstrate compliance with financial assistance related legal and contractual provisions; D. to comply with any special conditions specified by the Purchaser's water conservation plan as specified in 31 TAC 363.42(a)(2)(F) until all financial obligations to the Purchaser have been discharged; E. to abide by the Purchaser's rules and relevant state statutes now or hereafter existing, including, but not limited to, its environmental determinations made in accordance with 31 TAC §§ 371.001—.89 (2014) (Tex. Water Dev. Bd., Drinking Water State Revolving Fund); F. to notify the Executive Administrator of the Purchaser prior to taking any actions to alter the legal status of the City Council in any manner (such as a sale -transfer -merger with another retail public utility that results in a change in governance of the System) and to receive approval from the Purchaser of any action to convey the City's obligations to the Purchaser, as the Holder of the Bonds, to another entity; G. to the extent permitted by law, to indemnify, hold harmless, and protect the Purchaser from any and all claims, causes of action, or damages to the person or property of third parties arising from the sampling, analysis, transport, storage, treatment and disposition of any contaminated sewage sludge, contaminated sediments and/or contaminated media that may be generated by the City, its contractors, consultants, agents, officials, and employees as a result of activities relating to the project refinanced with proceeds of the Bonds to the extent permitted by law; H. to provide the Purchaser with all information required to be reported in accordance with the Federal Funding Accountability and Transparency Act of 2006, Pub. L. 109-282, and the City shall obtain a Data Universal Numbering System Number, register with the System for Award Management (SAM), and maintain current registration at all times while the Bonds remain Outstanding; I. to not use any portion of the Bond proceeds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire Nonpurpose Investments (as defined in Section 33 hereof) which produce a yield materially higher than the yield on the Purchaser's bonds that are used to provide the Purchaser with proceeds that it will use to purchase the Bonds (the Source Series Bonds), other than Nonpurpose Investments acquired with: (1) Proceeds of the Source Series Bonds invested for a reasonable temporary period of up to three (3) years (reduced by the period of investment by the Purchaser) until such proceeds are needed for the facilities to be financed; 27732317.8 -44- (2) Amounts invested in a bona fide debt service fund, within the meaning of §1.148-1(b) of the Regulations (as defined in Section 36 hereof); and (3) Amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed the least of maximum annual debt service on the Bonds, 125% of average annual debt service on the Bonds, or 10% of the stated principal amount (or, in the case of a discount, the issue price) of the Bonds; J. to provide documentation that the all applicable State procurement requirements, as well as all federal procurement requirements, under the Disadvantaged Business Enterprises program are met; and K. to provide a schedule prepared by an Engineer, specifying the useful life of the components of the project refinanced with Bond proceeds. SECTION 30: Escrow Deposit Letter - Approval and Execution. The Escrow Deposit Letter dated as of March 28, 2017 (the Agreement) by and between the City and The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Escrow Agent), attached hereto as Exhibit B and incorporated herein by reference as a part of this Order for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby authorized to be executed by an Authorized Official for and on behalf of the City and as the act and deed of this City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Agreement herein approved. Furthermore, any Authorized Official and Bond Counsel, in cooperation with the Escrow Agent, are hereby authorized and directed to make the necessary arrangements for the purchase of the Escrowed Securities, if any, referenced in the Agreement and the delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE REFUNDING BONDS, SERIES 2017 ESCROW FUND" (the Escrow Fund), including the execution of the subscription forms, if any, for the purchase and issuance of the "United States Treasury Securities - State and Local Government Series" for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and the Agreement. SECTION 31: Proceeds of Sale; Contribution from the City Immediately following the delivery of the Bonds, certain proceeds of sale along with a cash contribution, if any, from the City (less certain costs of issuance and accrued interest, if any, received from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Escrow Agreement. The proceeds of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be disbursed for payment of costs of issuance or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from an Authorized Official. Amounts held in the interest and sinking fund for the Refunded Obligations and not used as part of the City's contribution to the Escrow Fund, if any, shall be deposited into the Bond Fund and used to pay principal on the Bonds. 27732317.8 -45- SECTION 32: Redemption of Refunded Obligations. The Refunded Obligations referenced in the preamble hereof become subject to redemption prior to their stated maturity at the price of par and accrued interest to their date of redemption. The City shall give written notice to the paying agent/registrar for the Refunded Obligations that the Refunded Obligations have been called for redemption, and the City Council orders that such obligations are called for redemption on the redemption date set forth on Schedule I attached hereto, and such order to redeem the Refunded Obligations on such date shall be irrevocable upon the delivery of the Bonds. A copy of the notice of redemption pertaining to the Refunded Obligations is attached to this Ordinance as Exhibit C and is incorporated herein by reference for all purposes. The paying agent/registrar for the Refunded Obligations is authorized and instructed to provide notice of this redemption to the holders of the Refunded Obligations in the form and manner described in the City ordinance authorizing the issuance of the Refunded Obligations. SECTION 33: Covenants to Maintain Tax -Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. 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. 27732317.8 Yield of (a) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and -46- (b) the Bonds means the yield on the Bonds, calculated in the manner set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except as would not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross 27732317.8 -47- Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except as would not cause the Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchaser 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 27732317.8 -48- on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) 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 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. (3) The District reasonably expects to spend 85% of the spendable years after the date of issuance thereof. K. Current Refunding of the Refunded Obligations. The Bonds are issued to refund the Refunded Obligations and the Bonds will be issued, and the proceeds thereof used, within 90 days after the Closing Date for the payment of the Refunded Obligations at their date of prior redemption. In the issuance of the Bonds, the City has employed no "device" to obtain a material financial advantage (based on arbitrage), within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. The City has complied with the covenants, representations, and warranties contained in the documents executed in connection with the issuance of the Refunded Obligations L. Elections. The City hereby directs and authorizes each Authorized Official, or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. 27732317.8 -49- SECTION 34: Control and Custody of Bonds. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery of the Bonds to the Purchaser. Furthermore, any of the Mayor of the City, Mayor Pro Tem of the City, any Authorized Official, or any combination of them are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City's Bond Counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond to the Purchaser. SECTION 35: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the lien on and pledge of Junior Lien Pledged Revenues made under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case of a net defeasance, been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof for the Bonds. In the event of a gross defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. The City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 33 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any 27732317.8 -50- 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 notice 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 36: Ordinance a Contract; Amendments — Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 37: Printed Opinion. The Purchaser's obligation to accept delivery of the Bonds is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP, as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of said Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City's Secretary is hereby approved and authorized. SECTION 38: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality 27732317.8 -51- thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 39: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 40: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Financial Advisors, the Paying Agent/Registrar, and the Holders. SECTION 41: Inconsistent Provisions. All resolutions and ordinances, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 42: 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 43: 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 44: Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 45: Authorization of Paying Agent/Registrar Agreement. The City Council hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 46: Application to Texas Water Development Board. The City Council ratifies and confirms its prior approval of the form and content of the Application to the Texas Water Development Board (the Application) prepared in connection with the sale of the Bonds to the Purchaser and hereby approves the form and content of any addenda, supplement, or amendment thereto. SECTION 47: 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. 27732317.8 -52- SECTION 48: 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. emm a. m srb . 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 described in Exhibit D 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 D hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable Fiscal Year to the MSRB, when and if the audit report on such statements becomes available. If the City changes its Fiscal Year, it will file notice thereof with the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) 27732317.8 Substitution of credit or liquidity providers, or their failure to perform; -53- (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of Holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional Paying Agent/Registrar or the change of name of a Paying Agent/Registrar, if material. 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. 27732317.8 -54- The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. 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 27732317.8 -55- narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format — Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word -searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the United States Securities and Exchange Commission. SECTION 49: Book -Entry Only System. The Bonds initially shall 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 E (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 27732317.8 -56- drafts being mailed to the Holder, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. However, the City will not discontinue the use of DTC without prior notice and consent of the Purchaser for so long as the Purchaser is the Holder of any of the Bonds. 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 50: Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds, the Agreement, the Paying Agent/Registrar Agreement, and the Application to the Purchaser. In addition, prior to the initial delivery of the Bonds, each Authorized Official and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance, (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 51: 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 27732317.8 -57- manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 52: 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 53: Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council has adopted an annual budget that includes payment of debt service on any Bonds issued (or to be issued) pursuant to this Ordinance based on the City's reasonable expectations and projections relative to those Bonds, such budget entries shall, upon the issuance of Bonds, be automatically adjusted to reflect actual debt service payments on those Bonds coming due during the period of time covered by such budget. Each Authorized Official, or the designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. SECTION 54: Covenants of Compliance. The City shall faithfully and punctually perform all duties with reference to the System required by the Act, all other applicable laws of the State of Texas, and the provisions of this Ordinance and that the City shall render no free service to any customers or other persons. SECTION 55: 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 56: Ancillary Bond Contracts. Though such parties may be identified, and the entry into a particular form of contract may be authorized herein, the City Council hereby delegates to each Authorized Official the authority to independently select the counterparty to any agreement with any paying agent/registrar, rating agency, securities depository, escrow agent, open market securities bidding agent, verification agent or any other contract that is determined by an Authorized Official, 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 Contracts on behalf and as the act and deed of the City. The City has not participated in the selection of any of the business entities which are counterparties to the Ancillary Bond Contracts. SECTION 57: 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, the City's Bond Counsel, and/or the City's Financial Advisor to provide to 27732317.8 -58- 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 Bonds. SECTION 58: Effective Date. This Ordinance shall be in force and effect from and after its final passage, and it is so ordained. 27732317.8 [The remainder of this page intentionally left blank] -59- SIGNED AND SEALED THIS 28th DAY OF MARCH, 2017. CITY OF CORPUS CHRISTI, TEXAS Mayor Pro Tem ATTEST: City Secretary (SEAL) APPROVED THIS 28th DAY OF MARCH, 2017: Miles Risley, City Attorney 27732317.8 S-1 THE STATE OF TEXAS COUNTIES OF NUECES, ARANSAS, KLEBERG, AND SAN PATRICIO CITY OF CORPUS CHRISTI § § § § § § § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 28th day of March, 2017, authorizing the issuance of the City's Utility System Junior Lien Revenue Refunding Bonds, Series 2017, 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 28th day of March, 2017. 27732317.8 City Secretary (CITY SEAL) S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the 21st day of March, 2017, by the following vote: Vacant Rudy Garza Carolyn Vaughn Paulette Guajardo Ben Molina Michael Hunter Lucy Rubio Joe McComb Greg Smith That the foregoing ordinance was read for the second time and passed finally on this the 28th day of March, 2017, by the following vote: Vacant Rudy Garza Carolyn Vaughn Paulette Guajardo Ben Molina Michael Hunter Lucy Rubio Joe McComb Greg Smith PASSED AND APPROVED, this the 28th day of March, 2017. ATTEST: Rebecca Huerta City Secretary 27732317.8 S-3 Lucy Rubio Mayor Pro Tem INDEX TO SCHEDULES AND EXHIBITS Schedule I Schedule of Refunded Obligations Exhibit A Paying Agent/Registrar Agreement Exhibit B Agreement Exhibit C Notice of Redemption Exhibit D Description of Annual Financial Information Exhibit E DTC Letter of Representations 27732317.8 S-4 SCHEDULE I Schedule of Refunded Obligations "City of Corpus Christi, Texas Utility System Variable Rate Junior Lien Revenue Improvement Bonds, Series 2015B", dated March 1, 2015, in the original principal amount of $49,585,000 and maturing on July 15, 2045 in the aggregate principal amount of $49,585,000. The redemption date for these Refunded Obligations is May 1, 2017. 27732317.8 Schedule I-1 27732317.8 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. A-1 27732317.8 EXHIBIT B Agreement See Tab No. B-1 27732317.8 EXHIBIT C Notice of Redemption See Tab No. C-1 27732317.8 EXHIBIT D Notice of Redemption See Tab No. D-1 EXHIBIT E Description of Annual Financial Information The following information is referred to in Section 48 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The City's audited financial statements for the most recently concluded Fiscal Year or to the extent these audited financial statements are not available, unaudited financial statements of the City for the most recently concluded Fiscal Year. 2. Tables 1 through 23 contained in the Official Statement; and the Audited Financial Statement of the City, as set forth in Appendix B relating to the City's Utility System Junior Lien Revenue Refunding Bonds, Series 2016 Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above. 27732317.8 E-1 AGENDA MEMORANDUM First Reading at the City Council Meeting of March 21, 2017 Second Reading at the City Council Meeting of March 28, 2017 DATE: March 8, 2017 TO: Margie C. Rose, City Manager THRU: Sylvia Carrillo, Assistant City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Authorization for Issuance of Solid Waste Certificates of Obligation CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2017" in an amount not to exceed $2,500,000 for the purpose of financing costs associated with making permanent public improvements to the City's Solid Waste System; providing for the payment of said Certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Solid Waste System; providing the terms and conditions of said Certificates and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery of said Certificates, including the approval and distribution of an Official Statement; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements of the letter of representations on file with the depository trust company; delegating the authority to certain members of the City staff to execute certain documents relating to the sale of the Certificates; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. PURPOSE: The City plans on issuing up to $2,500,000 of certificates of obligation to fund regulatory capital projects for Solid Waste. The certificates of obligation will be needed to fund some key capital projects for Solid Waste that are associated with a compliance deadline, including a Gas Collection and Control System (GCCS) that must be operational by November 11, 2017 and the procurement of a flare. BACKGROUND AND FINDINGS: 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 5, 2017 and February 12, 2017. Thirty days after the date of the first publication is March 7, 2017, and so City Council action to approve this ordinance in its second reading is scheduled for March 28, 2017 and is in compliance with the Local Government Code. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Solid Waste Department • Financial Services Department • Bond Counsel • City Attorney's Office FINANCIAL IMPACT: Not Applicable ❑ Operating Expense X Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. Current Year Future Years TOTALS (CIP Only) Budget - $ 2,500,000 - $ 2,500,000 Encumbered/Expended amount of (date) - - - - This item - $ 2,500,000 - $ 2,500,000 BALANCE - - - - FUND(S): CIP Fund COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance DRAFT 3/9/17 ORDINANCE NO. AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2017" IN AN AMOUNT NOT TO EXCEED $2,500,000 FOR THE PURPOSE OF FINANCING COSTS ASSOCIATED WITH MAKING PERMANENT PUBLIC IMPROVEMENTS TO THE CITY'S SOLID WASTE SYSTEM; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE SOLID WASTE SYSTEM; PROVIDING THE TERMS AND CONDITIONS OF SAID CERTIFICATES AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY OF SAID CERTIFICATES, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS OF THE LETTER OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST COMPANY; DELEGATING THE AUTHORITY TO CERTAIN MEMBERS OF THE CITY STAFF TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE CERTIFICATES; ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE OF THIS ORDINANCE; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council of the City of Corpus Christi, Texas (the City) has caused notice to be given of its intention to issue certificates of obligation in the maximum principal amount of $2,500,000 for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) the construction of improvements to the City's solid waste facilities, including (without limitation) paying contractual obligations to be incurred with respect to the construction of a gas collection and control system and procurement of a gas flare, (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes relating to the aforementioned facilities; and (3) the payment of professional services related to the design, construction, 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 62262507.4 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 $2,500,000 described in such notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. A. Authorization - Designation - Principal Amount - Purpose. The certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000), to be designated and bear the title of "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2017" (the Certificates), for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) the construction of improvements to the City's solid waste facilities, including (without limitation) paying contractual obligations to be incurred with respect to the construction of a gas collection and control system and procurement of a gas flare, (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of- way for authorized needs and purposes relating to the aforementioned facilities; and (3) the payment of professional services related to the design, construction, 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 Officials. As authorized by Chapter 1371, the City Manager of the City, the Assistant City Manager of the City, and the City's Director of Financial Services (each of the foregoing, individually, an Authorized Official) are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Certificates authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Certificates, the redemption provisions therefor, and the rate of interest to be borne on the principal amount of each such maturity. Each Authorized Official, 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 $2,500,000; the maximum maturity of the Certificates will be March 1, 2057 and the net effective per annum interest rate shall not exceed a rate greater than 7.00% per annum calculated in a manner consistent with the provisions of Chapter 1204, as amended, Texas Government Code. Lastly, 62262507.4 -2- each Authorized Official 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. The Certificates issued hereunder must be sold not later than March 28, 2018 (though the closing of such Certificates may occur after such date, so long as the closing period is determined by an Authorized Official to be of reasonable duration). 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 April 1, 2017 (the Certificate Date) and shall be issued in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and the Certificates shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates, while Outstanding, in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (%) The Certificates shall 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 62262507.4 -3- 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 March 1, 2018, 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 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 62262507.4 -4- 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 March 1, 20 are referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Certificates Stated to Mature on March 1, 20 Principal Year Amount ($) 62262507.4 -5- *Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Certificates having Stated Maturities on and after March 1, 20 shall be subject to redemption prior to Stated Maturity, at the option of the City, on March 1, 20 , or on any date thereafter, as a whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Certificates (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the City Council. D. Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Certificates to be redeemed, provided that if less than the entire principal amount of a Certificate is to be redeemed, the Paying Agent/Registrar shall treat such Certificate then subject to redemption as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificate by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each 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 62262507.4 -6- redemption date, and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). If a Certificate is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Certificate (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Certificates (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on the Certificates (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Certificates shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer/Exchange of Certificates. Neither the City nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Certificate during a period beginning forty-five (45) days prior to the date fixed for redemption of the Certificates or (2) to transfer or exchange any Certificate selected for redemption, provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate which is subject to redemption in part. SECTION 5. Execution - Registration. The Certificates shall be executed on behalf of the City by its Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and attested by its City Secretary. The signature of either of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who were, at the time of the Certificate Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Certificates to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of 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 62262507.4 -7- 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. 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 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 $2,500,000 with principal installments to become due and payable as provided in Section 2 and 62262507.4 -8- 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 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. 62262507.4 -9- B. Form of Definitive Certificate. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2017 Certificate Date: April 1, 2017 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 (each, an Interest Payment Date), commencing March 1, 2018. 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. 62262507.4 -10- This Certificate is one of the series specified in its title issued in the aggregate principal amount of $2,500,000 (the Certificates) pursuant to an Ordinance adopted by the governing body of the City (the Ordinance), for the purpose of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes, to -wit: (1) the construction of improvements to the City's solid waste facilities, including (without limitation) paying contractual obligations to be incurred with respect to the construction of a gas collection and control system and procurement of a gas flare, (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes relating to the aforementioned facilities; and (3) the payment of professional services related to the design, construction, management and financing of the aforementioned projects, under and in strict conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through 271.065, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code, and the City's Home Rule Charter. As provided in the Ordinance, the Certificates stated to mature on March 1, 20 are referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Certificates Stated to Mature on March 1, 20 Principal Year Amount ($) *Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Certificates stated to mature on and after March 1, 20 may be redeemed prior to their Stated Maturities, at the option of the City, on March 1, 20, or on any date thereafter, in 62262507.4 -11- whole or in part, in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par plus accrued interest to the date of redemption; provided, however, that at least thirty (30) days prior written notice shall be sent to the Holder of the Certificates to be redeemed by United States mail, first-class postage prepaid, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Certificate is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Certificate to the Paying Agent/Registrar at its corporate trust office, a new Certificate or Certificates of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Certificate (or any portion of the principal sum hereof') shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Certificate (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if the money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Certificate is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Certificate within forty-five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Certificates of this series are payable from the proceeds of an ad valorem tax levied upon all taxable property within the City, within the limitations prescribed by law, and are further payable from and secured by a lien on and pledge of the Pledged Revenues (identified and defined in the Ordinance), being a limited amount of the Net Revenues derived from the operation of the City's solid waste management system (the System), such lien on and pledge of the limited amount of Net Revenues being subordinate and inferior to the lien on and pledge of such Net Revenues securing payment of the currently outstanding Subordinate Lien Obligations and Limited Pledge Obligations and any Prior Lien Obligations, Junior Lien Obligations, Additional Subordinate Lien Obligations, or Additional Limited Pledge Obligations hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations, Junior Lien Obligations, Additional Subordinate Lien Obligations, and Additional 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, 62262507.4 -12- Additional Subordinate Lien Obligations, and Additional Limited Pledge Obligations; the terms and conditions relating to the transfer or exchange of the Certificates; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holder; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Certificate may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the Special Payment Date - which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Certificate in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that issuance of the Certificates does not exceed any 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. 62262507.4 -13- IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under its official seal. ATTEST: City Secretary (CITY SEAL) 62262507.4 CITY OF CORPUS CHRISTI, TEXAS By Mayor [The remainder of this page intentionally left blank.] -14- 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. 62262507.4 -15- 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: 62262507.4 [The remainder of this page intentionally left blank] -16- F. The Initial Certificate shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed "as shown below"; (ii) first two paragraphs shall read as follows: REGISTERED PRINCIPAL REGISTERED AMOUNT NO. T-1 $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2017 Certificate Date: April 1, 2017 REGISTERED OWNER: PRINCIPAL AMOUNT: Interest Rate: As Shown Below Stated Maturity: As Shown Below CUSIP No. The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above stated to mature on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (%) (Information to be inserted from schedule in Section 2 hereof') (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amounts hereof from the Certificate Date, or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for, to the earlier of redemption or Stated Maturity, 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 March 1, 2018. 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 62262507.4 -17- 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 Section 44 of this Ordinance have the meanings assigned to them in Section 44 of this Ordinance, and all such terms, include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Additional Limited Pledge Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable in part from a pledge of and lien on Pledged Revenues of the System which pledge of revenues is limited as further provided in Section 20 of this Ordinance, and (ii) any obligations hereafter issued to refund the foregoing as determined by the City Council in accordance with any applicable law. B. The term Additional Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable wholly or in part from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the limited amount of the Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge Obligations (including the Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. 62262507.4 -18- C. The term Authorized Officials shall mean the City Manager of the City, the Assistant City Manager of the City, and the City's Director of Financial Services. D. The term Certificates shall mean the $2,500,000 "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2017" 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) 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 62262507.4 -19- its equivalent; and (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Certificates. M. The term Gross Revenues for any period shall mean all income and revenues received by the City by virtue of its ownership and operation of the System, including, but not limited to, its rentals, fees, and other revenues resulting from the ownership of the System, including rentals received from leasing all or part of the System. However, it is expressly recognized that any such lease must comply with the requirements of the Code and existing regulations, published rulings, and court decisions. N. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Certificate. O. The term Interest Payment Date shall mean the date semiannual interest is payable on the Certificates, being March 1 and September 1 of each year, commencing March 1, 2018, while any of the Certificates remain Outstanding. P. The term Junior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being junior and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Subordinate Lien Obligations, Limited Pledge Obligations (including the Certificates), or any Additional Subordinate Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a junior and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. Q. The term Limited Pledge Obligations shall mean the outstanding and unpaid obligations of the City that are payable, in part, from and secured by a pledge of and lien on the Pledged Revenues of the System and designated as follows (1) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2009", dated July 15, 2009, in the original principal amount of $8,460,000; (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 (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 62262507.4 -20- (4) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2016", dated December 1, 2015, in the original amount of $2,000,000; and (5) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2016A", dated July 1, 2016, in the original amount of $16,430,000; and (6) 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. 62262507.4 -21- W. The term Pledged Revenue Amount shall mean the total amount, not to exceed $1,000 while the Certificates are Outstanding, of Net Revenues that may be transferred in whole or in part by the City in any given Fiscal Year (however, any amounts transferred prior to the final maturity date of the Certificates may not exceed the total amount of $1,000) to the Certificate Fund. X. The term Prior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System, all as further provided in Section 20 of this Ordinance, and (ii) any obligations issued to refund the foregoing that are payable from and secured by a prior and first lien on and pledge of the Net Revenues of the System as determined by the City Council in accordance with any applicable law. Y. The term Purchasers shall mean the initial purchaser or purchasers of the Certificates named in Section 26 of this Ordinance. Z. The term Stated Maturity shall mean the annual principal payments of the Certificates payable on March 1 of each year the Certificates are Outstanding as set forth in Section 2 of this Ordinance. AA. The term Subordinate Lien Obligations shall mean (i) the outstanding and unpaid obligations of the City that are payable, in whole or in part, from and equally secured by a subordinate and inferior lien on and pledge of the Net Revenues of the System and designated as follows: (1) "City of Corpus Christi, Texas Combination Tax and Solid Waste Revenue Certificates of Obligation, Series 2008", dated December 15, 2008, in the original principal amount of $12,000,000. and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. BB. The term System shall mean a plant, composting process plant, incinerator, sanitary landfill, transfer station, or other works and equipment that is acquired, installed, or operated to collect, handle, store, process, recover material or energy from, or dispose of solid waste, and includes sites for those works and equipment. SECTION 10. Certificate Fund - Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption, and retirement of the Certificates, there shall be and is hereby created a special fund to be designated "COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2017 INTEREST AND SINKING FUND" (the Certificate Fund), which fund shall be kept and maintained at the Depository, and money deposited in such fund shall be used for no other purpose. Authorized Officials of the City are hereby authorized and directed to make withdrawals from the Certificate Fund sufficient to pay the purchase price or the amount of principal of, premium, if any, and interest on the Certificates as the same become due and 62262507.4 -22- 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 its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt 62262507.4 -23- 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 62262507.4 -24- 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 62262507.4 -25- 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 62262507.4 -26- 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 62262507.4 -27- 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; 62262507.4 -28- 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. 62262507.4 -29- 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 , , as the authorized representative of a group of underwriters (the Purchasers, having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract, dated , 2017 (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 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 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. 62262507.4 -30- 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 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 , 2017, 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. (2) The balance of the proceeds derived from the sale of the Certificates, after making the deposits to the Certificate Fund as described in (1) above, shall be used to pay costs of issuance or deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Certificates. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Certificates pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 14 of this Ordinance. SECTION 27. Taxable Obligations. The Certificates are not "state or local bonds" within the meaning of section 103(a) and (c) of the Internal Revenue Code of 1986, as amended; therefore, the interest on the Certificates is not excludable from the gross income of the holders thereof for federal income tax purposes. SECTION 28. Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Certificates pending their approval by the Attorney General, the registration 62262507.4 -3 1 - thereof by the Comptroller of Public Accounts and the delivery of the Certificates to the Purchasers. Furthermore, each Authorized Official is hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Certificates, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and, together with the City's financial advisor, bond counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Certificate to the Purchasers and the initial exchange thereof for definitive Certificates. SECTION 29. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, and/or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case of a net defeasance, been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any money deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof for the Certificates. In the event of a gross defeasance of the Certificates, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Certificates. Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of three (3) years after the Stated Maturity of the Certificates, or applicable redemption date, such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. 62262507.4 -32- 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. 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. 62262507.4 -33- 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 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 62262507.4 -34- 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) 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 2017, 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 such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit C hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements becomes available. 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. 62262507.4 -35- 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; (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 (the Certificates are issued as "taxable obligations" pursuant to the Internal Revenue Code of 1986, as amended); (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 62262507.4 -36- (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 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 62262507.4 -37- 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 jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format; Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word -searchable portable document format (PDF) files that permit the document to be saved, viewed, printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document) available to the public through EMMA or filed with the SEC. SECTION 45. Book -Entry Only System. It is intended that the Certificates will initially be registered so as to participate in a securities depository system (the DTC System) with The Depository Trust Company, New York, 62262507.4 -38- 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 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 62262507.4 -39- 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. 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 47. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the 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 0 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 nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 48. Ancillary Bond Contracts. Though such parties may be identified, and the entry into a particular form of contract may be authorized herein, the City Council hereby delegates to each Authorized Official the authority to independently select the counterparty to any agreement with any paying agent/registrar, rating agency, securities depository, escrow agent, open market securities bidding agent, verification agent or any other contract that is determined by an Authorized Official, the City's Financial Advisor, or the City's Bond Counsel to be necessary or incidental to the issuance of the Certificates 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 Contracts on behalf and as the act and deed of the City. The City has not participated in the selection of any of the business entities which are counterparties to the Ancillary Bond Contracts. SECTION 49. 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, the City's Bond Counsel, and/or the City's Financial Advisor to provide to 62262507.4 -40- 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 50. 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. 62262507.4 [The remainder of this page intentionally left blank.] -41- PASSED AND ADOPTED on the 28th day of March, 2017. ATTEST: City Secretary APPROVED THIS 28th DAY OF MARCH, 2017: Miles Risley, City Attorney (CITY SEAL) 62262507.4 S-1 CITY OF CORPUS CHRISTI, TEXAS Mayor Pro Tem Schedule I - EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D 62262507.4 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 28th day of March, 2017, authorizing the issuance of the City's Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2017, 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 28th day of March, 2017. City Secretary (CITY SEAL) 62262507.4 The foregoing ordinance was read for the first time and passed to its second reading on this the 21st day of March, 2017, by the following vote: Vacant Rudy Garza Carolyn Vaughn Paulette Guajardo Ben Molina Michael Hunter Lucy Rubio Joe McComb Greg Smith That the foregoing ordinance was read for the second time and passed finally on this the 28th day of March, 2017, by the following vote: Vacant Rudy Garza Carolyn Vaughn Paulette Guajardo Ben Molina Michael Hunter Lucy Rubio Joe McComb Greg Smith PASSED AND APPROVED, this the 28th day of March, 2017. ATTEST: Rebecca Huerta City Secretary 62262507.4 Lucy Rubio Mayor Pro Tem 62262507.4 SCHEDULE I APPROVAL CERTIFICATE SEE TAB NO. Schedule I 62262507.4 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. A-1 62262507.4 EXHIBIT B PURCHASE CONTRACT SEE TAB NO. B-1 EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 44 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the City appended to the Official Statement as Appendix C, but for the most recently concluded fiscal year. (2) All quantitative financial information and operating data with respect to the City of the general type included in Appendix A to the Official Statement under the headings "Debt Payable From Taxes", "General Fund Balances", "Ad Valorem Taxes", and "The Tax Increment Financing Act". Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 62262507.4 C-1 62262507.4 EXHIBIT D DTC LETTER OF REPRESENTATIONS SEE TAB NO. D-1 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of March 28, 2017 Second Reading Ordinance for the City Council Meeting of April 11, 2017 DATE: TO: February 24, 2017 Margie C. Rose, City Manager FROM: Mike Markle, Chief of Police Mikema@cctexas.com 886-2601 Increasing revenue and expenditures for increased State fees for reimbursement of sexual assault examinations CAPTION: Ordinance appropriating $72,000 in General Fund No. 1020 from the reimbursement of forensic sexual assault examinations in the amount of $72,000, and changing the FY 2016-2017 Operating Budget adopted by Ordinance No. 030965 by increasing revenue and expenditures in the General Fund No. 1020 by $72,000 each. PURPOSE: Appropriate the funds to pay for the forensic costs associated with sexual assault examinations pursuant to articles 56.06 and 56.065, Texas Code of Criminal Procedure. BACKGROUND AND FINDINGS: As per State Law Texas Code of Criminal Procedure and the Office of the Attorney General (OAG), the City is required to pay for forensic sexual assault examinations of victims of alleged sexual assault and then submit for reimbursement from the OAG, Crime Victims' Compensation Program. Both Driscoll Children's Hospital and Doctors Regional submit requests to the Police Department for payment which we must verify and determine which charges we will pay (law enforcement is not required to pay any costs for treatment of injuries). Effective July 15, 2016, the amounts to be reimbursed to law enforcement agencies shall not exceed $1,000 which is an increase of $300 per claim. We average 20 claims per month or 240 annually. This translates to an additional $300 per case or $72,000 annually which will be paid to either Driscoll or Doctors Regional; the City will then submit a request for reimbursement to the OAG. This recommendation represents the same increase in both revenue and expenditures. ALTERNATIVES: No alternatives OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to City Policy EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Finance FINANCIAL IMPACT: X Operating X Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016- 2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 72,000 72,000 BALANCE Fund(s): General Comments:. RECOMMENDATION: Staff recommends appropriation of the funds by increasing revenue and expenditures in the General Fund No. 1020 by $72,000 each. LIST OF SUPPORTING DOCUMENTS: Ordinance State of Texas Sexual Assault Reimbursement Guidelines Ordinance appropriating $72,000 in General Fund No. 1020 from the reimbursement of forensic sexual assault examinations in the amount of $72,000, and changing the FY 2016-2017 Operating Budget adopted by Ordinance No. 030965 by increasing revenue and expenditures in the General Fund No. 1020 by $72,000 each. Whereas, the authorized amount of reimbursement from the Office of the Attorney General (OAG) for forensic sexual assault examinations of victims of alleged sexual assault has increased. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That $72,000 from the reimbursement of forensic sexual assault examinations is appropriated in the General Fund No. 1020. SECTION 2. That the FY 2016-2017 Operating Budget adopted by Ordinance 030965 is changed to increase revenues and expenditures by $$72,000 in the General Fund No. 1020. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta City Secretary Mayor Sexual Assault Reimbursement Guidelines Law enforcement agencies can apply for reimbursement for the forensic costs associated with sexual assault examinations pursuant to articles 56.06 and 56.065, Texas Code of Criminal Procedure. What is covered? The Crime Victims' Compensation Program will reimburse law enforcement "reasonable costs" associated with forensic sexual assault examinations of victims of alleged sexual assaults in an amount not to exceed $1000.00 in the aggregate for dates of crime on or after July 15, 2016. For dates of crime prior to July 15, 2016, the amount shall not exceed $700.00 in the aggregate. Reimbursement of reasonable costs is based on the Texas Department of Insurance, Division of Workers' Compensation Commission Medical Fee Guidelines. Law enforcement is not required to pay any costs for treatment of injuries. Expenses other than the actual costs for the sexual assault examination, such as treatment or diagnosis of a victim, are not allowable expenses and will not be reimbursed under this program, but may be compensable under a CVC claim or an Emergency Medical Care claim. (See Emergency Medical Care Reimbursements for more information on reimbursement for those costs.) What constitutes an examination? A sexual assault medical forensic examination consists of four parts: • History for the purpose of diagnosis and treatment • Detailed head -to -toe assessment for trauma • Detailed anogenital assessment for trauma; and • Forensic evidence collection as indicated by history and findings It is not necessary for ail four parts to be completed to be eligible for reimbursement. To be eligible for reimbursement of examiner fees, the medical provider who conducts the examination must at a minimum interact with the patient while initiating at least one part of the examination. For example: • This would include a medical provider or SANE who was called out to perform the examination and began the consent process and patient history, but was unable to begin any other assessments because the patient did not consent to further examination. • This would not include a patient no show. CVC will not reimburse law enforcement for: • Sexual assault examination of a suspected perpetrator • Laboratory analysis of victim's clothing, crime scene materials, or objects including weapons • Pharmacy, including take home drugs a• -id self-administered drugs • Paternity tests • Multiple examinations of the same victim for the same crime • Follow up Care or treatment for medical tVeatment • Travel Time How to Apply The law enforcement agency may seek reimbursement using the OAG Application for Reimbursement. The following are guidelines to provide further assistance in completing the OAG Application for Reimbursement: Complete all sections of the one-page application for reimbursement. • Include date of crime. • The verification section of the application must be signed by an appropriate representative of the law enforcement agency who has knowledge of the facts stated in the verification. • Incomplete applications will not be processed and will be returned to the law enforcement agency noting the reason the application is incomplete. Attach all bills associated with the requested sexual assault examination to the application. The bills should include the appropriate billing codes or itemization for individual charges. Include proof of payment, such as a copy of the check that shows the cost of the sexual assault examination has been paid by the law enforcement agency. Billing The maximum aggregate amount for which the OAG will reimburse a law enforcement agency for all costs associated with a forensic sexual assault examination of a victim will be: • $700.00 for dates of crime before July 15, 2016 • $1000.00 for dates of crime on or after July 15, 2016 For maximum reimbursement, submit itemized bills from the provider with individual charges listed for each service rendered. See the Standard Costs Associated with Examination for maximum reimbursement rates Sexual assault examiner and sexual assault nurse examiners (SANE) billing • A sexual assault examiner or a sexual assault nurse examiners (SANE) should bill the law enforcement agency his or her usual and customary charge for the examination on his or her standard billing form. • The bill must include a descriptive itemized statement of the services provided and be signed by a physician or licensed nurse practitioner. The OAG will determine the appropriate CPT/Revenue codes. Itemized medical services • Each cost associated with the medical services or procedures in a sexual assault examination must be itemized and, for services provided by a physician, should be identified with a five -digit Current Procedural Terminology (CPT) code. • The CPT code is a nationally accepted systematic listing which is published by the American Medical Association. CPT coding provides an accurate identification of services and procedures. • If there are no specific CPT codes for the medical services or procedures provided in the sexual assau't examination, CVC will accept a Revenue Code, or the CPT code for services or procedures that are comparable to those used in the sexual assault examination. Resubmission • If you feel payment of an audit was incorrect or are requesting a supplemental payment, bills may be submitted to CVC for further review. • Copies of the original bill with the original OAG claim number, original explanations of benefits, and a new itemized bill and reason or explanation of resubmission must be attached to the request. • If after further review additional payments are needed, a supplemental warrant will be issued. AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of March 28, 2017 Second Reading Ordinance for the City Council Meeting of April 11, 2017 DATE: TO: Margie C. Rose, City Manager March 1, 2017 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 $26,758.85; and appropriating funds from the State of Texas - Law Enforcement Officer Standards and Education Account in the amount of $26,758.85 in the No. 1074 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 ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2016-2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE 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 $26,758.85; and appropriating funds from the State of Texas - Law Enforcement Officer Standards and Education Account in the amount of $26,758.85 in the No. 1074 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 funds from the State of Texas- Law Enforcement Officer Standards and Education Account in the amount of $26,758.85. SECTION 2. That $26,758.85 is appropriated in the No. 1074 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 , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta City Secretary Mayor �.w+Kalr TEXAS COMPTROLLER OF PUBLIC ACCOUNTS P.O.Box 13528 • Austin,TX 78711-3528 February 24, 2017 CITY OF CORPUS CHRISTI POLICE DEPARTMENT PO BOX 9016 CORPUS CHRISTI, TX 78469-9016 Vendor Number: 17460005741 051 A remittance of $26,758.85 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 received 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, licensed jailer or telecommunicator 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 2018, you must complete and return the enclosed Law Enforcement Officer Standards and Education Account 2018 Allocation Basis form to us no later than April 28, 2017. 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 28, 2017 Second Reading for the City Council Meeting of April 11, 2017 DATE: March 9, 2017 TO: Margie C. Rose, City Manager THROUGH: Keith Selman, Assistant City Manager Keithse@cctexas.com (361) 826-3232 FROM: Jay Ellington, Director of Parks & Recreation Jayell@cctexas.com 361-826-3041 Rudy Betancourt, Director of Housing & Community Development Rudyb@cctexas.com (361) 826-3021 Donation of Surplus City Properties to Habitat for Humanity CAPTION: Ordinance authorizing the conveyance of property located within the city at 1906 Lipan Street, 1910 Lipan Street and 1914 Lipan Street to Habitat for Humanity for construction of single-family affordable housing, subject to specified conditions; authorizing the City Manager or designee to execute all necessary documents related to the transactions; and providing for severance. PURPOSE: This item seeks to support the community by providing surplus City property to a qualified affordable housing organization. BACKGROUND AND FINDINGS: In accordance with Chapter 253 of the Texas Local Government Code, the City of Corpus Christi may by ordinance provide for the manner in which any land acquired by the City may be sold to a qualified corporation if reasonable conditions are imposed and met. The City has determined that Habitat for Humanity — Corpus Christi, Inc. qualifies as a nonprofit organization that develops housing for low-income individuals and families as a primary activity to promote community based revitalization of the municipality. The City desires to sell Three (3) particular parcels of land located at 1906, 1910, and 1914 Lipan Street to Habitat for Humanity for the development of affordable housing at a price of $10.00 per parcel. The City owned properties included in this item are currently identified as "surplus" and would better serve the community by being returned to the Tax Rolls as affordable housing. ALTERNATIVES: Do not allow this conveyance OTHER CONSIDERATIONS: Na CONFORMITY TO CITY POLICY: This item conforms to City Policy EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: City Attorney's Office Housing & Community Development Property & Land Acquisition FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: NA RECOMMENDATION: Approve this ordinance which allows for the sale of surplus City property to a qualified non-profit organization for the purpose of developing affordable housing LIST OF SUPPORTING DOCUMENTS: Ordinance Affordable Housing Agreement — Habitat for Humanity Habitat Deed 1906 Lipan St. Habitat Deed 1910 Lipan St. Habitat Deed 1914 Lipan St. Letter of Request — Habitat for Humanity Map of Properties Ordinance authorizing the conveyance of property located within the city at 1906 Lipan Street, 1910 Lipan Street and 1914 Lipan Street to Habitat for Humanity for construction of single-family affordable housing, subject to specified conditions; authorizing the City Manager or designee to execute all necessary documents related to the transactions; and providing for severance. Whereas, it is the City Council's express intention and goal to support the creation, construction, and occupation of affordable housing available to low-income individuals and families within the City of Corpus Christi ("City"); Whereas, to advance the goal, the City Council has determined that particular parcels of municipally -owned land may be sold to qualified nonprofit corporations for the development of affordable single-family housing units so long as reasonable conditions are imposed and met; Whereas, in accordance with Section 253.010 of the Texas Local Government Code, the City Council may provide for the manner in which any land acquired by the city may be sold to a qualified nonprofit corporation; Whereas, the City has determined that Habitat for Humanity Corpus Christi, Inc., a Texas nonprofit corporation, ("Habitat") is a qualified nonprofit corporation pursuant to the provisions of Section 253.010 of the Texas Local Government Code; Whereas, the City desires to sell three parcels of land to Habitat, and Habitat desires to purchase the land from the City, for construction of single-family affordable housing on each parcel; and Whereas, the City agrees to convey the land to Habitat, and Habitat agrees to accept the land, subject to the imposition of reasonable terms and conditions set out in the conveyance documents. 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 necessary documents related to the purchase of a parcel of land by Habitat for Humanity Corpus Christi, Inc. ("Habitat"), in exchange for the payment of $10, and subject to the imposition of reasonable terms and conditions upon Habitat in the conveyance documents including, but not limited to: (a) a restriction that limits development of structures on the land to single-family housing and only those structures that meet the definition of "affordable housing," as the term is defined under federal law, available for purchase by low-income individuals and families; (b) a reversion clause in the City's beneficial favor, as a condition to be met by Habitat subsequent to the conveyance, requiring completion of construction and occupancy of the structure within 24 months of conveyance; and (c) a restriction against the re -conveyance of the land by Habitat at a price in excess of the acquisition price. Furthermore, subject to the above stated terms and conditions, the City Manager or designee is authorized to convey the following specific parcels of real property: (1) Lot 8A, Block 4, Brennan Addition, Corpus Christi, Nueces County, Texas and known by its physical address as 1906 Lipan Street, located within the city of Corpus Christi, Texas; (2) Lot 7A, Block 4, Brennan Addition, Corpus Christi, Nueces County, Texas and known by its physical address as 1910 Lipan Street, located within the city of Corpus Christi, Texas; and (3) Lot 6A, Block 4, Brennan Addition, Corpus Christi, Nueces County, Texas and known by its physical address as 1914 Lipan Street, located within the city of Corpus Christi, Texas. Section 2: If, for any reason, any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it will not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of the City Council that every section, paragraph, subdivision, phrase, word and provision of this ordinance be given full force and effect for its purpose. Section 3: A copy of the executed documents shall be filed in the office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2016, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED, this the day of 2017. ATTEST: Rebecca Huerta Mayor City Secretary AFFORDABLE HOUSING AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND HABITAT FOR HUMANITY CORPUS CHRISTI, INC. 1. Agreement for New Construction of Affordable Housing. This agreement ("Agreement") between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Habitat for Humanity Corpus Christi, Inc. ("Habitat") is executed to implement the promotion and development of affordable infill housing within the City. 2. Effective Date. The effective date of this Agreement is the date on which the last party executes this Agreement. 3. Term. The term of this Agreement extends twenty-four (24) months from the effective date. 4. Habitat's Responsibilities. a. Habitat shall complete construction of three (3) new single-family houses in Corpus Christi, Texas, and offer the houses for sale as affordable housing, as that term is defined in Title 42 of the United States Code, Section 12745. b. Habitat shall recruit qualified homebuyers for housing ownership for homes to be constructed as affordable housing pursuant to this Agreement. Habitat shall ensure that each homebuyer's family qualifies as a low -to -moderate income family in accordance with federal, State and City housing laws, rules and regulations. c. All construction work must be performed in a workmanlike manner and in accordance with the current applicable housing standards and local codes. d. The houses must be certified to meet Texas Department of Insurance windstorm requirements. Additionally, the houses must be constructed to meet the requirements of the International Energy Conservation Code. e. Habitat shall not use any City issued federal funds in performance of Habitat's responsibilities specified in this Agreement. 5. City's Responsibilities. a. Three parcels of land owned by the City will be sold to Habitat for construction of the three (3) new single-family houses specified in this Agreement and are identified as follows: (1) 1906 Lipan St., Brennan Addition, Lt 8A, Blk 4; (2) 1910 Lipan St., Brennan Addition, Lt 7A, Blk 4; and (3) 1914 Lipan St., Brennan Addition, Lt 6A, Blk 4. b. As an incentive to increase affordable infill housing within the City, the three lots sold to Habitat will be deeded for an amount up to $10 in order to reduce the cost of the total purchase price of the house. Once housing is constructed and completed, the lot may not be re -conveyed to a purchaser at a value exceeding the cost of the initial conveyance to Habitat. This transaction is subject to the imposition of reasonable terms and conditions in the conveyance documents including but not limited to: (1) A restriction that limits development of a structure on the property to single-family housing and only those structures that meet the definition of "affordable housing," as defined under federal law, available for purchase by low -to -moderate income individuals and families; and (2) A reversion clause in the City's beneficial favor, as a condition to be met by Habitat subsequent to the conveyance, requiring completion of construction and occupancy of the structure within 24 months of conveyance. c. As an additional incentive to increase affordable infill housing within the City the City agrees to waive building permit fees, inspection fees, water, wastewater and gas tap fees and provide up to two (2) roll -off containers at the City's actual cost during construction. Further, all utilities will be installed at the City's expense. d. City will convey the above identified properties as is, where is, with all faults; certifying only that there are no liens on the identified properties and the City is the current owner of the identified properties. City will pay closing costs associated with the sale of each identified property. Should Habitat want to obtain title insurance, Habitat will have the option to purchase it at it's sole cost. 6. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless the amendment or modification is made in writing and signed by persons duly authorized to sign agreements on behalf of all parties. 7. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, 2 subdivision, clause, provision, phrase, and word of this Agreement be given full force and effect for its purpose. b. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Program Agreement automatically. 8. Compliance with Laws. Habitat shall comply with all applicable federal, State, and City laws, rules, and regulations which may be relevant to Habitat's performance under this Agreement. 9. Jurisdiction and Venue. a. This Agreement will be governed by and construed in accordance with the laws of the State of Texas. b. All actions brought to enforce compliance with this Agreement must be brought in Nueces County, Texas, where this Agreement was entered into and must be performed. 10. Acknowledgment and Construction of Ambiguities. The parties expressly agree that each has independently read and does understand this Agreement. By Habitat's execution of this Agreement, Habitat agrees to be bound by the terms, covenants, and conditions contained in this Agreement. Any ambiguities in this Agreement may not be construed against the drafter. 11. Notices. a. All notices, demands, requests, or replies provided for or permitted under this Agreement, by either party must be in writing and must be delivered by one of the following methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; (3) by prepaid telegram; (4) by deposit with an overnight express delivery service, for which service has been prepaid; or (5) by fax transmission. b. Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier. Notice by fax transmission will be deemed effective upon transmission, with proof of confirmed delivery. 3 c. All such communications must only be made to the following: If to the City: If to Habitat: City of Corpus Christi Attn: Assistant City Manager for Housing and Community Development P.O. Box 9277 Corpus Christi, Texas 78469-9277 (361) 826-3232 Office With a copy to: City of Corpus Christi Attn: Director Housing and Community Development Dept. P.O. Box 9277 Corpus Christi, TX 78469-9277 (361) 826-3044 Office (361) 826-3005 Fax Habitat for Humanity Corpus Christi, Inc. Attn: Executive Director P.O. Box 3032 Corpus Christi, Texas 78463-3032 (361) 289-1740 Office (361) 289-1901 Fax d. Either party may change the address to which notice is sent by using a method set out above. Habitat shall notify the City of an address change within 10 working days after the address is changed. 12. Warranties. Habitat warrants and represents to the City the following: a. Habitat is a duly organized, validly existing entity in good standing under the laws of the State of Texas and has all authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Habitat has the authority to enter into and perform, and will perform, the terms of this Agreement. c. Habitat has timely filed and will timely file all local, State, and federal tax reports and returns required by law to be filed and all taxes, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. The parties executing this Agreement on behalf of Habitat are duly authorized to execute this Agreement on behalf of Habitat. 13. Events of Default. The following events constitute a default of this Agreement: a. Failure of Habitat to timely, fully, and completely comply with any one or more of the requirements, obligations, duties, terms, conditions, or warranties of this Agreement. 4 b. The City determines that any representation or warranty on behalf of Habitat contained in this Agreement or in any financial statement, certificate, report, proposal, or opinion submitted to the City in connection with this Agreement was incorrect or misleading in any material respect when made. c. Any judgment is assessed against Habitat or any attachment or other levy against the property of Habitat, with respect to a claim, remains unpaid, undischarged, or not dismissed for a period in excess of 30 days. d. Habitat has made an assignment for the benefit of creditors. e. Habitat has filed a petition in bankruptcy or is adjudicated insolvent or bankrupt. f. If taxes on property owned by Habitat become delinquent and Habitat fails to timely and properly follow the legal procedures to protest or contest. 14. Relationship of Parties. In performing this Agreement, the City and Habitat shall act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint -ventures, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 15. Nonassignment. Habitat may not assign, mortgage, pledge, or transfer this Agreement or any interest contained in this Agreement without the prior written consent of the other party to this Agreement. 16. Disclosure of Interests. In compliance with Section 2-349 of the City's Code of Ordinances, the Recipient shall complete the City's Disclosure of Interests form, which is attached to this Agreement as Exhibit A, the contents of which, as a completed form, are incorporated in this document by reference as if fully set out in this Agreement. Habitat 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 17. Certificate of Interested Parties. (Exhibit B). Habitat agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm. The form must then be printed, signed, notarized and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 5 18. Non-discrimination. Habitat may not discriminate nor permit discrimination against any person or group of persons on the grounds of race, gender, disability, religion, age, or national origin in any manner prohibited by the laws of the United States or the State of Texas. The City retains the right to take any action the United States or the State of Texas may direct to enforce this non-discrimination covenant. 19. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 20. Entire Agreement. This Agreement and the referenced and incorporated documents constitute the entire agreement between the City and Habitat for the purpose stated. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter of this Agreement, unless contained in this Agreement, are expressly revoked, as the parties intended to provide for a complete understanding, within the provisions of this Agreement and its referenced and incorporated documents, of the terms, conditions, promises, and covenants relating to each party's required performance under this Agreement. (EXECUTION PAGE FOLLOWS) 6 CITY OF CORPUS CHRISTI Margie C. Rose City Manager Date: STATE OF TEXAS § COUNTY OF NUECES § ACKNOWLEDGMENT KNOW ALL BY THESE PRESENTS: This instrument was acknowledged before me on , 2017, by Margie C. Rose, the City Manager of the City of Corpus Christi, a Texas home -rule municipal corporation, on it's behalf. NOTARY PUBLIC, State of Texas HABITAT FOR HUMANITY CORPUS CHRISTI, INC. Brooke LaClair President Date: STATE OF TEXAS § COUNTY OF NUECES § ACKNOWLEDGMENT KNOW ALL BY THESE PRESENTS: This instrument was acknowledged before me on , 2017, by Brooke LaClair, President of Habitat for Humanity Corpus Christi, Inc., a Texas nonprofit corporation, on behalf of the corporation. NOTARY PUBLIC, State of Texas EXHIBIT A CITY OF CORPUS CHRISTI - DISCLOSURE OF INTERESTS City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA." See the definitions for the Disclosure of Interest in Section II - General Information. COMPANY NAME: MAILING ADDRESS: FIRM is: 1. Corporation 4. Association ( 2. Partnership 5. Other CITY: ZIP: 3. Sole Owner ( ) DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach a separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission, or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant CERTIFICATE: I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested, and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Title: (Type or Print) Signature of Certifying Person: Date: 8 EXHIBIT B ATTACH FORM 1295 9 Habitat .rn for Humanity OFFICERS BROOKE L1CI.Auit Prrndrnt Cl IASIS MCROBI RTS bier-Prrtident BECKY Sr1LINAS Secretary A.J. RUSE Treasurer DIRECTORS Jj. BTNAVIDES EVAN DUND.15 MONIQUE ESP'INOSA JErr LI:1IRMAN STAN RU1 A BARBARA SWEENEY Executive Director P.O. Box 3032 Corpus Chnsn, TX 784r3 361-289-1740 www.corpuschrisrih fh.nrg @l•IFHo# orpus 301(c)3 74-2561743 February 23, 2017 Mr. E. Jay Ellington Assistant City Manager's Office City of Corpus Christi Dear Mr. Ellington On behalf of Habitat for Humanity Corpus Christi HFHCC) I am submitting this letter as an official request for the donation of property to HFHCC known as Block 4r Lots 6A, 7A, 8A, Brennan Addition. The vacant property is adjacent to land we already own Block 4, Lots 11& 12, and is also located across the street from the Habitat ReStore, 1901 Lipan Street. We will build three single family affordable homes on the property and a fourth home on the adjacent land we already own. Funds to build the FOUR affordable homes for low-income families has already been provided by Valero Energy Foundation and Mr Eugene Bouligny. We are currently in the process of finding families for each of the homes. Habitat partners with families in the low-income bracket, 30%-60% of the median area income to provide a hand up, not a hand out. The homes owners are required to complete 300-500 hours of sweat -equity helping to build the homes alongside volunteers. The homes are made affordable through the volunteer labor as well as, no interest 20-30 year mortgages financed by Habitat. Our mission of bringing people together to build homes, communities and hope is ready to spring into action to build these four affordable homes for low- income families, but we need the property so we can get started. Time is of the essence. We initiated the process to receive this donation in Spring of 2016 and have now reached a critical state where we must start building the homes but have not received the donated land from the city. We would greatly appreciate your swift action. Thank you for your support of the Habitat program in building strength, stability and self-reliance through affordable homes. Sincerely, Barbara Sweeney, Executive Director NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED DATE: , 2017 GRANTOR: CITY OF CORPUS CHRISTI, a Texas home -rule municipal corporation GRANTOR'S MAILING ADDRESS (including County): P. O. Box 9277 Corpus Christi, Texas 78469-9277 Nueces County, Texas GRANTEE: HABITAT FOR HUMANITY — CORPUS CHRISTI, INC., a Texas non-profit corporation GRANTEE'S MAILING ADDRESS (including County): P.O. Box 3032 Corpus Christi, Texas 78463-3032 Nueces County, Texas CONSIDERATION: TEN AND NO/100 DOLLARS ($10.00) and other valuable consideration. PROPERTY: The following described Land: Lot 6A, 7A, and 8A, Block 4, Brennan Addition, being a replat of Lot 5A, Block 4, Brennan Addition, such replat recorded in Volume 68, Page 640, of the Map Records of the City of Corpus Christi, the Land being first acquired under Document #759418 filed in the official records of Nueces County, Texas, and commonly known by the street addresses as 1906 Lipan, 1910 Lipan and 1914 Lipan, Corpus Christi, Nueces County, Texas. Together with and including all of Grantor's rights, title, and interest and in the rights and appurtenances in any way belonging or appurtenant to the Land, including without limitations: (i) any improvements on the Land; (ii) strips and gores, if any, adjacent or contiguous to the Land; (iii) any land lying in or under the bed of any street, alley, road, creek or stream running through, abutting or adjacent to the Land; (iv) any riparian rights appurtenant to the Land relating to surface or subsurface waters; and (v) easements, rights of ingress and egress, and prior reversionary interests benefiting or serving the Land (the Land and other appurtenant rights being referred to herein as the "Property"). 1 RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: The conveyance recited above is made and accepted subject to all presently valid restrictions, reservations, covenants, conditions, rights-of-way, easements, mineral leases, and royalty and mineral conveyances now outstanding and of record, if any, in Nueces County, Texas, affecting the above-described PROPERTY, as well as any restrictions, reservations, conditions, and covenants contained in this instrument. The sale of the Property is without minerals. GRANTOR reserves unto itself all of its right, title and interest, if any, in and to the oil, gas and other minerals in, on, or under the Property. IT IS EXPRESSLY UNDERSTOOD AND AGREED that the PROPERTY is burdened by a restriction, as a covenant running with the land, that limits development of structures on the PROPERTY to single-family housing and only those structures that meet the definition of "affordable housing," as such term is defined under applicable federal law. It is the intent of GRANTEE to construct a single-family residential structure on the PROPERTY. IT IS EXPRESSLY UNDERSTOOD AND AGREED that this conveyance shall be effective so long as the construction of a residential structure is completed by Grantee and the structure is occupied within twenty-four (24) months from the date hereof on the lot comprising the PROPERTY. If the construction of the residential structure is not completed and the structure is not occupied within twenty-four (24) months from the date hereof, all rights, title, and interest conveyed by this instrument shall automatically revert to and vest in GRANTOR and GRANTOR'S successors and assigns without the necessity of any further act on the part of or on behalf of GRANTOR, it being the intent of GRANTOR to convey a determinable estate to GRANTEE. GRANTOR IS CONVEYING THE PROPERTY TO GRANTEE AS IS, WHERE IS, AND WITH ALL FAULTS, AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY KIND, NATURE, OR TYPE FROM OR ON BEHALF OF GRANTOR, EXCEPT FOR GRANTOR'S SPECIAL WARRANTY OF TITLE STATED ABOVE. GRANTEE ACKNOWLEDGES AND STIPULATES THAT GRANTEE IS NOT RELYING ON ANY REPRESENTATION, STATEMENT, OR OTHER ASSERTION ABOUT THE CONDITION OF THE PROPERTY MADE BY GRANTOR, OR ANYONE ACTING ON GRANTOR'S BEHALF, BUT IS RELYING ON GRANTEE'S OWN EXAMINATION OF THE PROPERTY. GRANTOR, for the CONSIDERATION and subject to the RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY, GRANTS, SELLS, AND CONVEYS to GRANTEE the PROPERTY, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and hold it to GRANTEE, GRANTEE'S successors and/or assigns forever. GRANTOR binds GRANTOR and GRANTOR'S successors and/or assigns to WARRANT AND FOREVER DEFEND all and singular the PROPERTY, except the RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY, to GRANTEE and GRANTEE'S successors and/or assigns against every person whomsoever lawfully claiming or to claim the same, or any part thereof, by, through, or under GRANTOR but not otherwise. When the context requires, singular nouns and pronouns include the plural. 2 GRANTOR: CITY OF CORPUS CHRISTI By: Margie C. Rose, City Manager (FINAL PAGE FOLLOWS) THE STATE OF TEXAS COUNTY OF NUECES § § § THIS INSTRUMENT WAS ACKNOWLEDGED before me on the day of , 2017, by Margie C. Rose, City Manager, of the CITY OF CORPUS CHRISTI, a Texas home -rule corporation, on behalf of the corporation. Notary Public, STATE OF TEXAS ACCEPTED AND AGREED TO BY GRANTEE: HABITAT FOR HUMANITY — CORPUS CHRISTI, INC. By: Name: Title: THE STATE OF TEXAS COUNTY OF NUECES § § § THIS INSTRUMENT WAS ACKNOWLEDGED before me on the day of , 2017, by , (title), of HABITAT FOR HUMANITY — CORPUS CHRISTI, INC., a Texas nonprofit corporation, on behalf of the corporation. Notary Public, STATE OF TEXAS AFTER RECORDING RETURN TO: City of Corpus Christi Attn: Assistant City Manager for Housing and Community Development P. O. Box 9277 Corpus Christi, Texas 78469-9277 4 AGENDA MEMORANDUM First Reading for the City Council Meeting of March 28, 2017 Second Reading for the City Council Meeting of April 11, 2017 DATE: March 9, 2017 TO: Margie C. Rose, City Manager THROUGH: Keith Selman, Assistant City Manager KeithSe@cctexas.com 361-826-3898 FROM: Rudy Bentancourt, Director of Housing and Community Development RudyB@cctexas.com 361-826-3021 Lease Agreement with Nueces County Community Action Agency for Birth -to -Five Head Start Program city -owned properties. CAPTION: Ordinance authorizing the City Manager or designee to execute a ten year lease, with an option to renew for 10 years, with Nueces County Community Action Agency (NCCAA) for eight real and personal properties identified on the attached and incorporated Exhibit A, in consideration of NCCAA operating Head Start Programs for eligible citizens of Corpus Christi and maintaining the properties; and providing for publication. PURPOSE: The lease request supports Nueces County Community Action Agency's Birth -to -Five Head Start Program (Head Start Program) by allowing the continued in-kind contribution to the program. BACKGROUND AND FINDINGS: Nueces County Community Action Agency (NCCAA) has requested the City enter into a 10 -year lease agreement, with an option to renew for 10 years, for eight (8) properties owned by the City. The land is owned by the City of Corpus Christi, however, the Head Start Program structures built on the land are owned and fully maintained by NCCAA. On an annual basis, the Head Start Program accounts for an estimated $289,035.00 in in-kind space from federal funding and is leveraged for the administration of the program in its various locations. ALTERNATIVES: "Not Applicable" OTHER CONSIDERATIONS: "Not Applicable" CONFORMITY TO CITY POLICY: This item conforms to City Policy EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal Housing and Community Development FINANCIAL IMPACT: Not applicable Fiscal Year: 2016- 2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: N/A RECOMMENDATION: Staff recommends the approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: Ordinance Exhibit A NCCAA Lease Ordinance Lease Agreement Lease Agreement Request Photos of Head Start Centers Ordinance authorizing the City Manager or designee to execute a ten year lease, with an option to renew for 10 years, with Nueces County Community Action Agency (NCCAA) for eight real and personal properties identified on the attached and incorporated Exhibit A, in consideration of NCCAA operating Head Start Programs for eligible citizens of Corpus Christi and maintaining the properties; and providing for publication. 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 execute a ten year lease, with an option to renew for ten years, with Nueces County Community Action Agency (NCCAA) for eight real and personal properties identified on the attached and incorporated Exhibit A, in consideration of NCCAA operating Head Start programs for eligible citizens of Corpus Christi and maintaining the properties. Section 2: Publication will be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. Section 3: A copy of the executed lease shall be filed in the office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2016, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED, this the day of 2017. ATTEST: Rebecca Huerta Mayor City Secretary EXHIBIT A Nueces County Community Action Agency (NCCAA) Leased Properties The City does hereby lease, let, and demise to NCCAA the following properties located in Corpus Christi, Nueces County, Texas: 1. Real and personal property including two (2) portable buildings located at Lot 1, Block 9, Three Fountains Unit #1 , an addition to the City of Corpus Christi, also known as 1838 Frio Street; 2. Real and personal property including one (1) portable building located at Lots 20 and 22, Block 2, Booty and Allen, an addition to the City of Corpus Christi, also known as 1311 7th Street; 3. Personal property consisting of two (2) portable buildings located at 3750 South Port Street (Housing Authority of Corpus Christi La Armada Unit); 4. Personal property consisting of four (4) portable buildings located at 1402 West Point Road (Housing Authority of Corpus Christi Cliff Maus Unit); 5. Real property and all Improvements located at Lot 12, Block 23, Meadow Park, an addition to the City of Corpus Christi, also known as 442 Mohawk; 6. Real property, described as Lots 20 and 21, Block 4, Gulfway-Airline Park, Unit 1, an addition to the City of Corpus Christi, also known as 5839 Williams Drive; 7. Real property and all Improvements located at Lots 1 through 12, Block 11, Steele, an addition to the City of Corpus Christi, also known as 2801 Morris Street; and 8. Real and personal property, described as 26,550 square feet of land on the Southwest corner of Colonia Casa Blanca, Blocks 1 through 4, an addition to the City of Corpus Christi, also known as 120 Nineteenth Street. Lease with Nueces County Community Action Agency THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § This agreement is entered into this the day of , 2017 between the City of Corpus Christi, a Texas home -rule municipal corporation, ("City"), acting through its duly authorized representative the City Manager, or designee, ("City Manager"), P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 and the Nueces County Community Action Agency, a Texas non-profit corporation, 101 South Padre Island Drive, Corpus Christi, Nueces County, Texas 78405, ("NCCAA"), acting through its duly authorized representative the Chief Executive Officer ("Chief Executive Officer"). 1. Term. This Lease is for ten years beginning on the 61' day after final City Council approval which is , 2017, with the option to renew for 10 additional years upon request of the Chief Executive Officer and approval of the City Manager. 2. Property. The City does hereby lease, let, and demise to NCCAA the following properties located in Corpus Christi, Nueces County, Texas: A. Real and personal property including two (2) portable buildings located at Lot 1, Block 9, Three Fountains Unit #1 , an addition to the City of Corpus Christi, also known as 1838 Frio Street; B. Real and personal property including one (1) portable building located at Lots 20 and 22, Block 2, Booty and Allen, an addition to the City of Corpus Christi, also known as 1311 7th Street; C. Personal property consisting of two (2) portable buildings located at 3750 South Port Street (Housing Authority of Corpus Christi La Armada Unit); D. Personal property consisting of four (4) portable buildings located at 1402 West Point Road (Housing Authority of Corpus Christi Cliff Maus Unit); E. Real property and all Improvements located at Lot 12, Block 23, Meadow Park, an addition to the City of Corpus Christi, also known as 442 Mohawk; and F. Real property, described as Lots 20 and 21, Block 4, Gulfway-Airline Park, Unit 1, an addition to the City of Corpus Christi, also known as 5839 Williams Drive; G. Real property and all Improvements located at Lots 1 through 12, Block 11, Steele, an addition to the City of Corpus Christi, also known as 2801 Morris Street; and H. Real and personal property, described as 26,550 square feet of land on the Southwest corner of Colonia Casa Blanca, Blocks 1 through 4, an addition to the City of Corpus Christi, also known as 120 Nineteenth Street. Such real and personal property to be referred to as "Property" herein. NCCAA shall maintain the Property and all improvements it places on the Property in good and safe condition during the Lease term. The term "Facilities" shall collectively include the Property and improvements thereon. 1 3. Improvements. NCCAA may place portable buildings ("Improvements") on the real property identified above in compliance with all federal, state, and local laws. If NCAA wishes to erect a permanent building or buildings on the real property identified above, the Chief Executive Officer must obtain prior written permission from the City Manager to erect a permanent building, and all plans and specifications must be approved by the City Engineer and must be in compliance with all federal, state, and local laws. 4. Consideration and Purpose. The consideration for this Lease is that NCCAA must use the Property to provide Head Start Programs to eligible citizens of Corpus Christi. Such uses shall at all times be in accordance with all local, state and federal requirements and laws. 5. Maintenance. During the term of this Lease, NCCAA will maintain, at its sole expense, the exterior and interior of the Facilities and any other improvements constructed on the real property leased herein, including without limitation, all fixtures connected therewith, all personal property thereon, exterior walks and driveways, and all lawn, vegetation and landscaping. Maintenance shall be of such quality as to maintain the Facilities in a first-class condition. NCCAA shall obtain, at its own expense, all building permits, all utility services, garbage collection, janitorial services and similar services. 6. NCCAA Responsibilities: NCCAA must: (a) Pay for installing, maintaining, and use of all its utilities, including, but not limited to, water, sewer, sanitation, electricity, natural gas, and telephone. (b) Comply with all applicable Federal, State, and local laws, regulations, and ordinances, as amended. (c) Ensure that no pollutant, effluent, liquid or solid waste material, litter, trash, or garbage is issued from the Property or in the vicinity of the Property. NCCAA must regularly police the vicinity of the Property, for such materials and clean up and remove such materials in order to maintain the cleanliness and attractiveness of the City. (d) Regularly inspect and maintain firefighting systems and equipment in the highest degree of readiness, and regularly conduct regular training for employees in fire prevention and emergency procedures. (e)Pay all operating expenses incurred by NCCAA in connection with its business operations. (f) Pay all ad valorem taxes, which may be assessed against the Property, associated with NCCAA's use of the Property prior to their past due date. (g) It is specifically agreed that if any permit of any type is required by any federal agency or entity at any time, NCCA, shall obtain such permit and comply with its terms. If NCCAA is unable to or fails to obtain and comply with any such permit, this Lease terminates 60 days after written notice by City to NCCAA of termination of this Lease under this provision. (h) If NCCAA is not using the Property, City has the right to use any or all the Property for appropriate public purposes. (i) Furnish and equip the Property. The City has no obligation to furnish any equipment or furnishings for NCCAA. All personal property furnished by NCCAA or donated by others in behalf of NCCAA will remain the property of NCCAA unless specifically donated. 2 (j) NCCAA will maintain, at its sole expense, the Property any other improvements on the Property, all fixtures connected therewith, all personal property thereon, exterior walks and driveways, and all lawn, vegetation and landscaping. Maintenance shall be of such quality as to maintain the Property in a first-class condition. 7. Ownership. Upon expiration of this Lease, upon termination hereof for any reason, all Improvements on the Property must be removed by NCCAA within 120 days or become the property of City. 8. Relationship. This Lease establishes a Landlord/Tenant relationship, and none other. In performing this Lease, both City and NCCAA will act in an individual capacity and not as agents, employees, partners, joint venturers, or associates of one another. The employees or agents of either party must not be, nor be construed to be, the employees or agents of the other party for any purpose whatsoever. 9. Cancellation. This Lease may be canceled by either party IF the party canceling has given the other party forty-five (45) days prior written notice of the date of cancellation. 10. Assignment or sublease. NCCAA may assign this Lease with the City Council's prior written consent, which will not be unreasonably withheld. Any attempted assignment without the prior written consent of the City Council renders this Lease void. An assignment of the Lease under the same terms and conditions is not an amendment of the Lease. Each provision, term, covenant, obligation, and condition required to be performed by NCCAA must be binding upon any assignee, and is partial consideration for City's consent to the assignment. Any failure of assignee to strictly comply with each provision, term, covenant, obligation, and condition herein may render this Lease null and void. 11. Sanitation. NCCAA must store garbage and trash outside the Improvements. All garbage or trash must be stored in dumpster type containers. Such containers must be housed inside a small building, screened or appropriately landscaped area, all at NCCAA expense. The garbage container area must be landscaped and maintained by NCCAA. NCCAA must obtain garbage pickup no less than twice per week. Nothing must be stored outside either the dumpster itself or the dumpster housing. 12. Non-discrimination. NCCAA is responsible for the fair and just treatment of all of its employees. NCCAA warrants that it is and will continue to be an equal opportunity employer and hereby covenants that no employee or customer will be discriminated against because of race, creed, color, or national origin. Violation of this provision is grounds for the City to immediately terminate this Lease. 13. Inspection. (City personnel may enter the Property, including the Improvements, at any time, to inspect or enforce this Lease, and for purposes of any fire or police action. 14. Independent Contractor. NCCAA is an independent contractor under the Lease. NCCAA must employ sufficient employees to operate the Head Start Program, which employees 3 are solely in the employ of NCCAA. 15. Termination. City may terminate this Lease if NCCAA fails to comply with a provision, term, covenant, obligation, or condition of the Lease, and fails or refuses to cure the default, within a reasonable time after receiving written notice of the default. 16. Notice and addresses. All notices, demands, requests, or replies provided for or permitted by this Lease must be in writing and may be delivered by any one of the following methods: (1) by personal delivery; (2) by deposit with the United States Postal Service as certified mail, return receipt requested, postage prepaid to the addresses stated below; (3) by prepaid telegram, or (4) by deposit with an overnight express delivery service at: If to the City: If to NCCAA: City of Corpus Christi P.O. Box 9277 Corpus Christi, TX 78469-9277 Attn: City Manager Nueces County Community Action Agency 101 South Padre Island Drive Corpus Christi, TX 78405 Attn: Chief Executive Officer Notice deposited with the United States Postal Service in the manner described above is deemed effective on the third day after deposit. Notice by telegram or overnight express delivery service is deemed effective one business day after transmission to the telegraph company or overnight express carrier. 17. Modifications. No changes or modifications to the Lease may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. 18. Waiver. Any waiver by the Parties of a breach of any covenants, terms, obligations, or events of default will not be construed to be a waiver of any subsequent breach, nor may the failure to require full compliance with the Lease be construed as changing the terms of the Lease or estopping the Parties from enforcing the terms of the Lease. 19. Insurance. NCCAA must provide insurance in the amounts and types of coverages required by the City's Director of Risk Management, or his designee, ("Risk Manager"), a copy of which is attached and incorporated as "Exhibit A". NCCAA's insurance company(ies) must provide the Risk Manager certificate(s) of insurance 30 days prior to the annual anniversary date of the Effective Date of the Lease, which shows the level and type of insurance. NCCAA insurance company(ies) must provide the City Manager and Risk Manager 30 days' notice, by certified mail, prior to cancellation, non -renewal or material change in the insurance policy(ies). The Risk Manager will annually assess the level and types of insurance required by the Lease. The Risk Manager can increase or decrease the level or types of insurance by giving NCCAA notice no less than 60 days prior to the annual anniversary date of the Effective Date of the Lease. NCCAA has 30 days to procure the changed insurance and provide written proof of insurance to the City Manager and the Risk Manager. 4 NCCAA cannot begin operation under this Lease until it provides a certificate(s) of insurance for all required insurance to the Director. 20. Indemnity. NCCAA must indemnify and hold City, its officers, agents and employees ("Indemnitees") harmless of, from, and against all claims, demands, actions, damages, losses, costs, liabilities, expenses, and judgments recovered from or asserted against Indemnitees on account of injury or damage to person or property to the extent any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act or omission, negligence, or misconduct on the part of the Indemnitees and on the part of NCCAA or any of its agents, servants, employees, contractors, patrons, guests, licensees, or invitees entering upon the Property pursuant to this Lease with the expressed or implied invitation or permission of NCCAA, or when any such injury or damage is the result, proximate or remote, of the violation by Indemnitees, NCCAA, or any of its agents, servants, employees, contractors, patrons, guests, licensees, or invitees of any law, ordinance, or governmental order of any kind, or when any such injury or damage may in any other way arise from or out of the Improvements located on the Property herein or out of the use or occupancy of the Improvements to the Property or the Property itself by Indemnitees, NCCAA, its agents, servants, employees, contractors, patrons, guests, licensees, or invitees. These terms of indemnification is effective whether such injury or damage may result from the sole negligence, contributory negligence, or concurrent negligence of Indemnitees, but not if such damage or injury results from gross negligence or willful misconduct or Indemnitees. NCCAA covenants and agrees that if City is made a party to any litigation against NCCAA or in any litigation commenced by any party, other than NCCAA relating to this Lease, NCCAA shall defend City upon receipt of reasonable notice regarding commencement of such litigation. 21. Disclosure of Interests. In compliance with Section 2-349 of the City's Code of Ordinances, the Recipient shall complete the City's Disclosure of Interests form, which is attached to this Agreement as Exhibit B, the contents of which, as a completed form, are incorporated in this document by reference as if fully set out in this Agreement. NCCAA 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 22. Certificate of Interested Parties. (Exhibit C). NCCAA agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm. The form must then be printed, signed, notarized and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 5 23. Taxes. NCCAA must pay all taxes and all other licenses and fees required to operate and maintain operations which NCCAA's use of the Property causes to be assessed against the Property and any Fixed Assets or Personal Property appurtenant thereto, prior to the due date. Further, NCCAA covenants to pay payroll taxes, Medicare truces, FICA taxes, unemployment taxes, and all other related taxes according to Circular E Employer's Tax Guide, publication 15, as it may be amended, prior to their respective due dates. NCCAA must provide proof of payment of these truces within 30 days after City Manager requests proof of payment. Failure to pay or provide proof of payment is grounds to terminate this Lease. 24. Publication. NCCAA must pay the costs of newspaper publication of this Lease and related ordinance as required by the City Charter. 25. Interpretation. This Lease will be interpreted according to the Texas laws which govern the interpretation of contracts. Venue lies in Nueces County, Texas, where this Agreement was entered into and will be performed. The headings contained herein are for convenience and reference only and are not intended to define or limit the scope of any provision. 26. Entire Agreement. This document and the exhibits attached constitute the entire agreement between the City and NCCAA. All other agreements, unless contained in this Lease are expressly revoked, as it is the intention of the parties to provide for a complete understanding within the provisions of this document, and the exhibits attached hereto, the terms, conditions, promises and covenants relating to NCCAA's operation and the demised premises to be used in the conduct of the enterprise. The unenforceability, invalidity, or illegality of any provision of this agreement shall not render the other provisions unenforceable, invalid, or illegal. EXECUTED IN DUPLICATE ORIGINALS this day of , 2017, by the authorized representatives of the parties. Nueces County Community Action Agency Alma A. Barrera, Chief Executive Officer ATTEST: City of Corpus Christi, Texas Rebecca Huerta, City Secretary Margie C. Rose, City Manager 6 Legal Form approved , 2017; Miles Risley, City Attorney. By: Yvette Aguilar, Assistant City Attorney STATE OF TEXAS COUNTY OF NUECES § § This instrument was acknowledged before me on the day of 2017, by Margie C. Rose, City Manager of the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. STATE OF TEXAS COUNTY OF NUECES § § Notary Public State of Texas This instrument was acknowledged before me on the day of , 2017, by Alma A. Barrera, as Chief Executive Officer of the Nueces County Community Action Agency, a Texas non-profit corporation, on behalf of said corporation. Notary Public State of Texas 7 EXHIBIT A INSURANCE REQUIREMENTS I. LESSEE'S LIABILITY INSURANCE A. Lessee must not use City property under this agreement until all insurance required has been obtained and such insurance has been approved by the City. B. Lessee must furnish to the City's Risk Manager one (1) copy 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 by endorsement, and a waiver of subrogation endorsement is required on GL. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. Endorsements must be provided with 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 Lessees 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence PERSONAL PROPERTY Coverage Lessee is responsible for insuring personal property kept on City Property C. In the event of accidents of any kind related to this agreement, Lessee must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Lessee shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Lessee's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. B. Lessee shall be required to submit copies of certificate of insurance to City at the address provided below within 10 days of any change of coverages. 8 City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 C. Lessee agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, 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; • 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; • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non -renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. D. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, Lessee shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lessee's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. E. In addition to any other remedies the City may have upon Lessee's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Lessee to cease activities hereunder, until Lessee demonstrates compliance with the requirements hereof. F. Nothing herein contained shall be construed as limiting in any way the extent to which Lessee may be held responsible for payments of damages to persons or property resulting from Lessee's use of City's property covered under this agreement. G. It is agreed that Lessee's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. H. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2016 Insurance Requirements Parks and Recreation Sports League Lease Agreements 11/16/2016 cg Risk Management 9 EXHIBIT B CITY OF CORPUS CHRISTI - DISCLOSURE OF INTERESTS City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA." See the definitions for the Disclosure of Interest in Section II - General Information. COMPANY NAME: MAILING ADDRESS: FIRM is: 1. Corporation 4. Association ( 2. Partnership 5. Other CITY: ZIP: 3. Sole Owner ( ) DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach a separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission, or Committee 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant CERTIFICATE: I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested, and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Title: (Type or Print) Signature of Certifying Person: Date: 10 EXHIBIT C ATTACH FORM 1295 11 NUECES COUNTY COMMUNITY ACTION AGENCY 101 South Padre Island Drive Corpus Christi, Texas 784054102 (361) 883-7201 FAX: (361) 883-9173 Alma A. Barrera Chief Executive Officer TO: Ms. Margie Rose, City Manager City of Corpus Christi FROM: Alma A. Barrera, CEOI/`'"l/ Nueces County Community Action Agency (NCCAA) DATE: February 24, 2017 RE: Properties occupied by the NCCAA Birth -to -Five Head Start Program Thank you and your staff for meeting with Ms. Betty Jean Longoria, a member of the NCCAA Board of Directors for approximately 20 years, Ms. Cynthia Casiano, Director of the Birth -to -Five Head Start Program and me to discuss the Birth -to -Five Head Start (B5HS) Centers that occupy the City of Corpus Christi properties. Per our discussion, it was agreed that the City of Corpus Christi will lease the properties to NCCAA for another ten (10) years. Previous lease agreements have been bundled into one lease. As discussed, NCCAA will continue to maintain all the properties (see the list below). Centro de Ninos Head Start Center Cliff Maus Head Start Center Gulfway Head Start Center La Armada Head Start Center Real and personal property including two (2) buildings located at Lot 1, Block 9, Three Fountains Unit#1, also known as 1838 Frio Street; Personal property consisting of four (4) portable buildings located at 1402 West Point Road (Cliff Maus); Certain unimproved real property, described as Lots 20 and 21, Block 4, Gulfway-Airline Park, Unit 1, also known as 5839 Williams Drive. Personal property consisting of two (2) portable buildings located as 3750 South Port (La Armada); community NeighborWorks® VAction. PARTNERSHIP CHARTERED MEMBER Helping People. Changing Lives. Los Pequenos Head Start Center Miramar Head Start Center Navarro Head Start Center Zavala Head Start Center Real Property and Facilities, described as Lots 1 through 12, both inclusive, Block 11 of Steele Addition, also known as 2801 Morris Street; Real and personal property located at Lots 20 and 22, Block 2 Booty and Allen and one building, also known as 1311 7th Street; Real and personal property which is more particularly described as follows: 26,550 square feet of land on the Southwest corner of Colonia Casa Blanca, Blocks 1 through 5, also known as situated at 120 Nineteenth Street, Corpus Christi, Texas; and Facilities and all improvements located at Lot 12, Block 23 of Meadow Park Addition, also known as 422 Mohawk Thank you again for this great partnership. Please contact me at 654-7921 if you need additional information. Attachment: Pictures of Centers Centro de Ninos 1 & 2 Cliff Maus LosPequenos Navarro Centro de Ninos 5 & 6 La Armada Miramar Zavala AGENDA MEMORANDUM First Reading for the City Council Meeting of March 28, 2017 Second Reading for the City Council Meeting of April 11, 2017 DATE: March 10, 2017 TO: Margie C. Rose, City Manager THROUGH: Keith Selman, Assistant City Manager Keithse@cctexas.com (361) 826-3232 FROM: E. Jay Ellington, Director of Parks & Recreation jayell@cctexas.com (361) 826-3232 Approving the amendment to the revised TIRZ #2 project plan CAPTION: Ordinance approving the amendments to the Tax Increment Reinvestment Zone #2 amended Project and Financing Plans approved by the Board of Directors of Reinvestment Zone Number Two, Corpus Christi, Texas on July 22, 2014, February 21, 2017, and March 7, 2017 regarding Park Road 22 Bridge Project, Packery Channel monitoring and improvements, and updated information on other Packery Channel projects; appropriating $4,000,000 from the unreserved fund balance of the No. 1111 Reinvestment Zone No. 2 Fund; and amending the Fiscal Year 2016-2017 operating budget adopted by Ordinance No. 030965 by increasing expenditures by $4,000,000. PURPOSE: Approve the revised Project and Financing Plans for the Reinvestment Zone Number 2. BACKGROUND AND FINDINGS: On March 21, 2000, the Corpus Christi City Council authorized the preparation of a preliminary financing plan for a Tax Increment Financing District and associated Tax Increment Reinvestment Zone #2 (TIRZ #2) covering portions of North Padre Island and Mustang Island. In 2009, Ordinance #028329 amended the Tax Increment Financing Plan to provide for other improvement projects. On February 21, 2017, the TIRZ#2 Board supported the use of $4,000,000 to supplement bond savings for the construction of a bridge spanning Park Road 22 as shown in the motion language following: Motion appropriating $4,000,000 from the unreserved fund balance of Fund 1111 "Reinvestment Zone No. 2 Fund;" amending the Fiscal Year 2017 operating budget for Fund 1111 "Reinvestment Zone No. 2 Fund" by increasing expenditures by $4,000,000; amending the Tax Increment Reinvestment Zone #2 City of Corpus Christi Project Plan to add the following sentence after the seventh paragraph: "A project consisting of the construction of two bridges on Park Road 22 is added in the February 28, 2017, amendment;" and amending the Tax Increment Reinvestment Zone #2 City of Corpus Christi Financing Plan to add the following paragraph at the end of the section called Improvements in Other Areas within TIRZ #2: "one improvement to the TIRZ #2 is the construction of two bridges on Park Road 22 between Commodores and Whitecap. The bridges will require p to $4,000,000 of TIRZ #2 funding and will allow for travel over canals that are to be built by a third party developer in the area. The funds for the Park 22 Bridge are to be held contingent on the completion of the canals and approval of the construction plans to proceed by the City and the City Council within 24 months." On February 21, 2017, the TIRZ#2 Board also supported the use of $422,000 to develop improvement projects in the area of Packery Channel including: restrooms, showers, and Americans with Disabilities Act (ADA) Access to the jetties as shown in the motion language following: Motion amending the Tax Increment Reinvestment Zone #2 Project and Financing Plans by replacing Exhibit H (attached) with the document entitled Projects with Funds from Tax Increment Reinvestment Zone #2, which contains the current information as of February 21, 2017. On March 7, 2017 the TIRZ#2 board supported the use of $257,745 for one year of monitoring services performed by Blucher Institute on the Packery Channel as shown in the motion language following: Motion recommending that City Council approve a one year agreement between the City of Corpus Christi and Texas A & M University — Corpus Christi (TAMU-CC) for Packery Channel Monitoring in an amount not to exceed $257,745; and amending the Tax Increment Reinvestment Zone #2 Financing Plan by adding the following sentence at the end of the paragraph that discusses Yearly Miscellaneous Improvements for the Packery Channel: "These Yearly Miscellaneous Improvements specifically include routing, monitoring, snd surveying of the Packery Channel and the Gulf beach." ALTERNATIVES: Deny the use of TIRZ #2 funding for these projects. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Conforms to City Policy EMERGENCY / NON -EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: TIRZ #2 Board Island Strategic Action Committee "ISAC" Watershore and Beach Advisory Committee City of Corpus Christi Engineering Department City of Corpus Christi Finance Department City of Corpus Christi Legal Department FINANCIAL IMPACT: x Operating ❑ Revenue x Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $4,679,745 $4,679,745 Encumbered / Expended Amount This item 4,679,745 4,679,745 BALANCE $0 $0 Fund(s): Fund 1111 TIRZ #2 Operating Fund: $4,000,000 Fund 3278 Packery Channel CIP Fund: $ 679,745 RECOMMENDATION: Approve the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance — Amending the Project Plan Project Plan — TIRZ #2 Exhibits A — H TIRZ#2 Balance Sheets 11.30.2016 TIRZ #2 Financials SCALE : 7 ' = 400' JAN. 7. 2002 GLO LEASE TRACT 5 NORTH PADRE ISLAND STORM DAMAGE REDUCTION AND ENVIRONMENTAL RESTORATION PROJECT PACKERY CHANNEL PUBLIC & ENVIRONMENTAL FACILITIES PLAN NORTH AND SOUTH ACCESS TO PACKERY CIN OF CORPUS CNRLSR CITY PROJECT NO. ENGINEERING SERVICES DEPARTMENT 5122 REV. 1 ATTACHMENT No.2 Sheet 1 of 6 NORTH PADRE ISLAND STORM DAMAGE REDUCTION AND ENVIRONMENTAL RESTORATION PROJECT PACKERY CHANNEL PUBLIC & ENVIRONMENTAL FACILITIES OVERALL PLAN - REACH 7 _�1 :RSTM' 26 EN S q PROPOSED RPM AND WiERSECRON IMPROVER + ,1 100 DEC. 73, 2001 NORTH PADRE ISLAND STORM DAMAGE REDUCTION AND ENVIRONMENTAL RESTORATION PROJECT PACKERY CHANNEL PUBLIC & ENVIRONMENTAL FACILITIES PLAN VIEW LIN OF CORPUS CHRISTI CIN PROJECT ENGINEERING SERVICES DEPARTMENT NO. 5122 REV. 1 ATTACHMENT No.2 Sheet 3 of 6 2 2 W `( * 60 (( ,,s -f,' a�„ni L 1 I 0. r';%. II` ` U r x\ L m ,r s. ,29fi O ,� I �_\ r II i � EROD/NGREA I• FFG AT/O WAR OEARY xp u m 2pETU"N UNE"tD), of- ' I - 0 !�' _ ; atl I • \.� _ • (� ,v-"!� x" J II. 1 (7 .. U. ��� m ' ___ _ N / WimAir ••• J PROT • O(/NE ECT/ON UN _f \ I D p i. , till' O 4 akiR� ..orc M I� ...__ `• .-.0 vX11 VECETATIII. iI E��'' :�r VEGETAiaN UNE. --11.' 1� LirTh cEo LEASE mbcr 2 .-..e I I I I IWO: _�-�•�.�•�n��l�/�lllii — MIN. PARKINGI40 PROP SED SPACE,_ n�r�T6 8$ 1 +95.65 L -37_ • • ' r___ ` � 4 L 'n 1 tl , lT {u; 1 f-� D `" G� -469 ��..,• !O f `_ `�...-• r 'IJ�y.- // v EROD/NC oT g AREA l LNOWARD HOARY \:. vEGETAT/ON UNE t ffs 1 i I �EGETAno uH: " wwyy . o 910 1 =sm 11�1,���iil MIN. a o �IAn F eARKIN / ��.=., PAC 11 i a5f0 NORTH PADRE ISLAND STORM DAMAGE REDUCTION AND ENVIRONMENTAL RESTORATION PROJECT T. _ m 7...."':".+11:"=1° PACKERY CHANNEL PUBLIC & ENVIRONMENTAL FACILITIES BEACH PARKING NORTH & SOUTH OF JETTIES SCALE 7'• = 100' GOY OF CORPUS 6.1511 CIN PROJECT DEC. 13•3, 200 2001 ENOINEORPIC SERVICES DEPARTMENT NO. 5122 REV. 1 ATTACHMENT No.2 Sheet 4 of 6 v�:ilte�+�rU C` LSF %R9CT J _ 1 _ 1 _� �1 L L OLO LEASE 52.1' 2 L, 0 LL_ -J G7 CLO LEASE 52.1' 3 SCALE : 1" = 100 NOV. 7, 2001 2 NORTH PADRE ISLAND STORM DAMAGE REDUCTION AND ENVIRONMENTAL RESTORATION PROJECT PACKERY CHANNEL PUBLIC & ENVIRONMENTAL FACILITIES BEACH PARKING NORTH & SOUTH OF JETTIES CIN OF CORPIK CHRISTA CIN PROJECT ENOLNEEHLNO SERVICES DEPARTMENT N0. 5122 REV. 1 ATTACHMENT No.2 Sheet 5 of 6/ 10 r Tr rT uI i� r a I I I I I I I I Htt-t-��--L--L- rm T l r r - r T lJ5' r OVERLOOK EL=6.55' PROP. FILL OUTFALL STRUCTURE 0 - 10 NORTH SIDE 130' 64' PARKING AREA r T 1 ximm ar 1 1 T 1 ala' r SOUTH SIDE CliftwO rpm. f1uT w111=11.75 B 8 8 8 6 ffi 25' SEE DETAIL BELOW INLET 8' 270' SIDEWALK 164+00 1 1 J -]a 140' h 3 1 EXIST. GROUND MINOR BULKHEAD WATER EXCHANGE PIPE EL=5.25' BULKHEAD EXISTING GROUND EL =-1.75' 1 L 3 PROP. CHANNEL -14.25— - 20 EL =-14.75' L-20 NORTH SIDE HORZ. SCALE C5 VERT. SCALE N 10' 5' NOV. 7, 2001 164+00 NORTH PADRE ISLAND STORM DAMAGE REDUCTION AND ENVIRONMENTAL RESTORATION PROJECT PACKERY CHANNEL PUBLIC & ENVIRONMENTAL FACILITIES TYPICAL CROSS-SECTION NORTH PARK/NG LOT NEXT TO BULKHEAD CIN OF CORPIK CHRISTI CIN PROJECT ENGINEERING SERVICES OEPARRICNT NO. 5122 ATTACHMENT No.2 Sheet 6 of 6 PROJECTS WITH FUNDS FROM TAX INVESTMENT REINVESTMENT ZONE #2 CITY OF CORPUS CHRISTI RECOMMENDATIONS FOR DISCUSSION 2017 PROJECT PROJECT BUDGET EXPENSES TO DATE PROJECT STATUS 1 Packery Channel South Parking Lot Improvements This project consisted of the demolition of existing facilities, construction of approximately 11,500 square yards of new flexible pavement, parking lot, two concrete driveways, minor water and wastewater improvements, landscaping improvements, lighting improvements, and concrete pedestrian ramp. $640,447 Completed March 2006 Projects Include: Packery Channel Monitoring FY 2008-2009 Complete Packery Channel Monitoring FY 2009-2010 Complete Packery Channel Monitoring FY 2010-2011 Complete 2 Packery Channel South Parking Lot, Landscaping Phase 2 This project consisted landscaping and irrigation improvements to the newly constructed 300 -space parking area including the construction of new planting islands with mexican fan palms, sea grape trees, decorative rock and irrigation. $145,461 Completed March 2008 3 Packery Channel Boat Ramp Parking Lot / Access Road This project consisted of the construction of approximately 17,000 square yards of HMAC flexible pavement parking facility adjacent to the existing Packery Channel Boat Ramp; construction of an access road and related signage and pavement markings, and the installation of 1,000 square yards concrete reinforced pavement adjacent to boat ramp, concrete bollards; minor drainage improvements; 3,500 linear feet of electrical conduits; and minor landscaping. $1,053,176 total project cost. $549,216 from TIRZ #2 Completed July 2009 4 Packery Channel Boat Ramp Dredging This project consisted of dredging approximately 17,800 cy of the Packery Channel Boat Ramp and adjacent area. The work included environmental control measures to prevent erosion and allow for discharge of water from the dredging operations to discharge into the surf of the Gulf of Mexico. Minor amount of stone were installed at the boat ramp to enhance shoreline protection. $431,377 Completed April 2010 5 Packery Channel South Parking Lot Restroom (Phase 1) This project included the construction of restroom facilities at the South Parking Lot at the beach seawall on Windward Drive. The project included separate men and women facilities to with showers, toilets, changing stations, outdoor seating area, and native landscaping. $460,743 Completed July 2010 6 Packery Channel Parking Lot and Overlooks (Phase 2) This project consisted of improvements along the north and south sides of Packery Channel including seven overlook structures, parking lot, access road, pedestrian walkways, storm water structures lighted bollards with electrical receptacles, lighting, landscaping, concrete benches and repairs to shoreline structures. $2 869 224 Completed March 2012 7 Packery Channel Aids to Navigation / Signage This project consisted of lighting improvements to Packery Channel as required for safety and security along with signage to mark no wake zones. $64,500 Completed December 2012 page 1 of2 2/23/2017 PROJECTS WITH FUNDS FROM TAX INVESTMENT REINVESTMENT ZONE #2 CITY OF CORPUS CHRISTI RECOMMENDATIONS FOR DISCUSSION 2017 PROJECT PROJECT BUDGET EXPENSES TO DATE PROJECT STATUS 8 Packery Channel Restroom Facilities (Phase 3) This project consists of the purchase and installation of a mobile restroom on the north side of the Packery Channel and adjacent parking lot. The project also includes turn -around and connector to Zahn Road. A mobile trailor restroom on the south side of Packery Channel with wastewater lift station and wastewater 2 -inch force main (approximately 2,500 linear feet long) is also being planned. Priority Item. P&R recommends self contained, solar powered mobile units to be placed at Packery Channel Parking Lot, end of Zahn Road and on South side of PC (at a location yet to be determined) Build and Install portable restroom shelters to hold portable restroom units at various locations. Build and Install Portable Shower units on the North and South side of Packery Channel. Board approval of 4 portable restroom facilities at $65,000 each plus 20% contingency and shower facilities at $100.000 total. Revised $412,000 $263,618 To the Purchasing Department in Spring 2017 9 Packery Channel Ramps to Jetties (Phase 4) This project includes ADA beach access on the north side and the south side or the channel to provide access from the beach to the restroom, lookouts and parking lots. This project will include the ADA approved mobi-mats on the north side and the south side of Packery Channel to provide access from the beach to the restrooms, lookouts and parking lots. This project was designed as part of the Phase 2 project for parking and overlooks. Priority ITem: P&R recommends a new design for structures since the GLO will not approve construction of parking lots on the beach. Board approval of installation cost only. Revised $10,000 $8,979 To the Purchasing Department in Spring 2017 10 Packery Channel Dredging and Beach Nourishment The project consisted of dredging approximately 264,300 cubic yards of beach quality material from within Packery Channel and placement of the dredged material as beach nourishment along the Gulf shoreline to the south of Packery Channel, and 15,000 cubic yards of sand from the north to south end of the N. Padre Island Seawall. Dredging schedule to be determined by results of annual study of channel. $1,820,843 Last Completed March 2012 11 Packery Channel Pavilion (Phase 5) This project includes the pavilion expansion adjacent to the north side restroom or north side boat launch. This will allow the deck area around the restroom and some sitting areas for visitors. Design will begin in FY 2016 and construction will follow in FY 2017 dependent upon available funding. P&R recommends further discussion on this item to determine if another amenity would better suit the area. Revised $1,000,000 HELD FOR DISCUSSION 12 Packery Channel Administration / Maintenance Building (Phase 6) This project includes a 30' x 60' maintenance building, a 20' x 20' administration building and a 100' x 1,000' parking lot near the entrance to the Packery Channel Lookout Areas just south of Zahn Road. Priority Item: P&R recommends facility be located on south side of channel to reduce travel time for equipment and safety. $0 Moving Forward with Nueces County Negotiations 13 Packery Channel ADA Parking Lot Improvements at Jetty Ramps (Phase 7] This project includes parking lots on the beach along the north side and the south side of the channel. Development of this project will be pending USACE and TGLO approval and authorization. Project initiation schedule pending availability of funds and completion of previous phases. GLO will not allow this to be built. P&R recommends reprogramming the funds. MOVED TO ITEM #9 14 Periodic Survey of Channel Conditions and Shoreline Packery Channel monitoring began in 2003 by Texas A&M Division of Nearshore Research by the U.S. Army Corps of Engineers. They ceased monitoring efforts in 2007 and the City assumed monitoring in 2008. The program includes the collection of bathymetric data in Packery Channel and the surrounding nearshore, measurement of elevation along the adjacent beach and inland channel segment (shoreline position), elevation measurements across the Mollie Beattie Coastal Habitat Community, and measurement of current velocity in the inland channel segment. Varies Annually 5 Year Contract with Annual Task Orders page 2 of 2 2/23/2017 REINVESTMENT ZONE #2 FUND #1111 BALANCE SHEET November 30, 2016 ASSETS Cash and cash equivalents Total assets LIABILITIES AND FUND BALANCES Liabilities Accounts payable Fund balance Restricted North Padre Island Development Total fund balance $ 7,799,073.42 7,799,073.42 7,799,073.42 7,799,073.42 Total liabilities and fund balances $ 7,799,073.42 REINVESTMENT ZONE #2 FUND #1111 INCOME STATEMENT November 30, 2016 Revenues Taxes and business fees Earnings on investments Total revenues Expenditu res Community development Total expenditures $ 818,627.18 121.05 818,748.23 10,356.95 10,356.95 Excess (deficiency) of revenues over (under) expenditures 808,391.28 Other financing sources (uses) Transfer out Total other financing sources (uses) (1,941.50) (1,941.50) Excess (deficiency) of revenues and other financing sources over (under) expenditures and other uses 806,449.78 Fund balance at beginning of year 6,992,623.64 Fund balance at end of year $ 7,799,073.42 Reinvestment Zone Number '000 City of Corpus Christi Texas Packery Channel Projections - Using 5% Increase in 11F Collections Fiscal Year 2015-2016 Tax FTE Beginning Net Treable Captured Value TIF Interest Total Annual Cash Ending Ending Total Ending CLINSRATVE Year Tre Fund Values Real Collectlons Earnings Debt, FeesX Project Flow TI and Cag6l PrdjMNM s TF Balance Dredging !Maintenance Funds Available Balance Property ExpensesExpenses Balance Fund Balance Reserve Reserve Reserve Other Projects 2000 2001 $ 82,695,693 7) - 2001 2002 $ 92,086,188 $ 10,905,193 $ 163,482 $ 354 $ 111,712 $ - $ 52,124 $ 52,124 $ - Agreesto CARR $ 52,124 2002 2003 $ 52,124 $ 101,265,608 $ 20,531,573 $ 281,039 $ 1,544 $ 58,594 $ - $ 223,989 $ 276,113 $ 963,594 Agrees to CARR $ 1,239,707 2003 2004 $ 276,113 $ 111,377,838 $ 31,242,521 $ 460,542 $ 2,658 $ 168,833 $ - $ 294,367 $ 570,480 $ 464,836 Agrees to CARR $ 1,035,316 $3,000,000 2004 2005 $ 570,480 $ 148,690,968 $ 69,016,056 $ 1,015,239 $ 15,930 $ 503,177 $ - $ 527,992 $ 1,098,472 $ 462,430 Agrees to CARR $ 1,560,902 $3,000,000 2005 2006 $ 1,098,472 $ 173,610,137 $ 91,012,532 $ 1,333,540 $ 58,540 $ 672,150 $ - $ 719,930 $ 1,818,402 $ 632,953 Agrees to CAM $ 2,451,355 $3,000,000 2006 2007 $ 1,818,402 $ 252,025,820 $ 170,293,479 $ 2,332,093 $ 127,129 $ 817,482 $ - $ 1,641,740 $ 3,460,142 $ 79,997 Agrees to CARR $ 3,540,139 $3,000,000 $ 540,139 2007 2008 $ 3,460,142 $ 345,361,546 $ 263,629,205 $ 2,851,595 $ 143,028 $ 1,316,295 $ - $ 1,678,328 $ 5,138,470 $ 168,074 Agrees to CARR $ 5,306,544 $3,000,000 $ 2,306,544 2008 2009 $ 5,138,470 $ 411,201,302 $ 328,505,409 $ 3,601,895 $ 24,525 $ 784,763 $ 1,123,035 $ 1,718,622 $ 6,857,092 $ 28,233 Agrees to CARR $ 6,885,325 51,500,000 $ 5,385,325 2009 2010 $ 6,857,092 $ 391,127,739 $ 305,772,760 $ 3,357,599 $ 29 $ 775,293 $ 1,080,730 $ 1,501,605 $ 8,358,697 $ - Agrees to CAFR $ 8,358,697 $1,500,000 $1,400,000 $ - $ 5,458,697 2010 2011 $ 8,358,697 $ 330,788,907 $ 249,503,484 $ 2,803,583 $ 3,167 $ 1,157,358 $ 3,940,583 $ (2,291,191) $ 6,067,506 $ 900,517 Agrees to CAM $ 6,968,023 $1,500,000 $1,400,000 $ - $ 4,068,023 2011 2012 $ 6,067,506 $ 299,932,835 $ 218,546,042 $ 2,399,907 $ 542 $ 1,224,045 $ 2,634,725 $ (1,458,321) $ 4,609,185 $ 1,072,652 Agrees to CARR $ 5,681,837 $1,500,000 $2,500,000 $ 500,000 $ 1,181,837 2012 2013 $ 4,609,185 $ 319,401,639 $ 230,460,941 $ 2,513,028 $ - $ 1,189,008 $ 1,020,332 $ 303,689 $ 4,912,874 $ 1,242,938 Agrees to CARR $ 6,155,812 $1,500,000 $2,912,874 $ 500,000 $ 1,242,938 2013 2014 $ 4,912,874 $ 327,772,541 $ 238,911,352 $ 2,632,938 $ 99 $ 2,321,958 $ 159,762 $ 151,317 $ 5,064,191 $ 957,280 Agrees to CARR $ 6,021,471 $1,500,000 $3,064,191 $ 500,000 $ 957,280 2014 2015 $ 5,064,191 $ 362,775,885 $ 273,365,948 $ 2,880,930 $ 2 $ 1,267,694 $ 1,695,498 $ (82,260) $ 4,%1,931 $ 2,363,453 Agrees to CARR $ 7,345,384 01,500,000 $2,981,931 $ 500,000 $ 2,363,453 2015 2016 $ 4,981,931 $ 409,700,308 $ 327,004,415 $ 3,012,271 $ 149 $ 1,310,842 $ 1,580.500 $ 6,562,431 $ 2,060,996 budget $ 8,623,427 01,500,000 84,000,000 $ 500,000 $ 2,623,427 2016 2017 $ 6,562,431 $ 435,126,626 $ 352,430,733 $ 3,177,563 $ - $ 1,349,700 $ (2,282,598) $ 4,279,833 $ 2,060,996 proposed budget $ 6,340,829 $1,500,000 54 000,000 $ 500,000 $ 340,829 2017 2018 $ 4,279,833 $ 3,336,441 $ - $ 1,389,150 $ 620,461 $ 1,326,830 $ 5,606,663 $ 2,060,996 $ 7,667,659 $1,500,000 54,000,000 $ 500,000 $ 1,667,659 2018 2019 $ 5,606,663 $ 3,503,263 $ - $ 1,511,000 $ '3; $ (1,628,198) $ 3,978,465 $ 2,060,996 $ 6,039,461 $1,500,000 54,000,000 $ 500,000 $ 39,461 2019 2020 $ 3,978,465 $ 3,678,426 $ - $ 1,615,200 $ 510,000 $ 1,553,226 $ 5,531,692 $ 2,060,996 $ 7,592,688 $1,500,000 54 000,000 $ 500,000 $ 1,592,688 2020 2021 $ 5,531,692 $ 3,862,348 $ - $ 1,707,200 $ 510,000 $ 1,645,148 $ 7,176,839 $ 2,060,996 $ 9,237,835 $1,500,000 94,000,000 $ 500,000 $ 3,237,835 2021 2022 $ 7,176,839 $ 4,055,465 $ - $ 1,687,225 $ 510,000 $ 1,858,240 $ 9,035,079 $ 2,060,995 $ 11,096,075 $1,500,000 $4,000,000 $ 500,000 $ 5,096,075 $ 53,253,187 $ 377,6% 5 22,938,679 $ 21,657,126 $ 9,035,079 Including released bond reserve $ 6,596,075 (1) - Obtained from the TIF Detail Report for 2008 from the Nueces County Tax Of1ce. Recap of Expenditures for FY 2015-2016 Recap of Expenditures for FY 2016-2017 Recap of Expenditures for FY 2017-2018 Packery Channel Miscellaneous Improvements $ - Packery Channel Miscellaneous Improvements $ - Packery Channel Miscellaneous Improvements $ 510,000 Marina Patrol $ 92,500 Funding for Park Road 22 Bridge $ 4,000,000 Marina Patrol $ 98,812 Administrative Costs 5 28.578 Marina Patrol 5 98 812 Administrative Costs 5 11.649 Total $ 121,078 Administrative Costs 5 11.649 Total 5 620,461 Taal $ 4,110,461 Recap of Expenditures for FY 2018-2019 Packery Channel Miscellaneous Improvements 5 510.000 Marina Patrol 5 98,812 Administrative Costs 5 11.649 Dredging of Channel 5 3.000.000 Total 5 3,620,461 ORDINANCE APPROVING THE AMENDMENTS TO THE TAX INCREMENT REINVESTMENT ZONE #2 AMENDED PROJECT & FINANCING PLANS APPROVED BY THE BOARD OF DIRECTORS OF REINVESTMENT ZONE NUMBER TWO, CORPUS CHRISTI, TEXAS ON JULY 22, 2014, FEBRUARY 21, 2017, AND MARCH 7, 2017 REGARDING PARK ROAD 22 BRIDGE PROJECT, PACKERY CHANNEL MONITORING AND IMPROVEMENTS, AND UPDATED INFORMATION ON OTHER PACKERY CHANNEL PROJECTS; APPROPRIATING $4,000,000 FROM THE UNRESERVED FUND BALANCE OF THE NO. 1111 REINVESTMENT ZONE NO. 2 FUND; AND AMENDING THE FISCAL YEAR 2016-2017 OPERATING BUDGET ADOPTED BY ORDINANCE NO. 030965 BY INCREASING EXPENDITURES BY $4,000,000. WHEREAS, in 2000, through Ordinance 024270, the City of Corpus Christi created a tax increment financing district, to be known as "Reinvestment Zone Number Two, City of Corpus Christi, Texas," over a portion of the City on Padre Island; WHEREAS, Ordinance 024270 included a preliminary reinvestment zone financing plan; WHEREAS, on September 29, 2009, the City Council passed Ordinance 028329, which approved the Revised Project and Financing Plans for the Reinvestment Zone Number Two, City of Corpus Christi, Texas (the "Plan"); WHEREAS, the Plan was last amended on October 29, 2013; WHEREAS, on July 24, 2014, February 21, 2017, and March 7, 2017, the Board of Directors of Reinvestment Zone Number Two took action to approve amendments to the language of the Plan, including the addition of a new project for the Park Road 22 Bridge; WHEREAS, on February 21, 2017, the Board passed a motion, which included the appropriation of $4,000,000 for the Park Road 22 Bridge and the amendment of the fiscal year 2016-2017 budget to include the expenditure of said funds; WHEREAS, Texas Tax Code Section 311.011(d) provides that the governing body of the municipality that designated the zone must approve a project plan or reinvestment zone financing plan after its adoption by the Board and the approval must be by ordinance; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL FOR THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council approves the Revised Project and Financing Plans for the Reinvestment Zone Number Two, City of Corpus Christi, Texas ("the Plan") for the Reinvestment Zone Number Two, Corpus Christi, Texas, as amended and approved by the Board of Directors of Reinvestment Zone Number Two on July 22, 2014, February 21, 2017, and March 7, 2017. A copy of the Plan is attached hereto and incorporated as "Exhibit A." SECTION 2. That $4,000,000 is appropriated from the unreserved fund balance of the No. 1111 Reinvestment Zone No. 2 Fund for use on the PR 22 Bridge Project in accordance with the Plan as amended. SECTION 3. The FY 2016-2017 operating budget adopted by Ordinance No. 030965 is amended by increasing expenditures by $4,000,000. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Joe McComb PASSED AND APPROVED, this the day of , 2017. ATTEST: Rebecca Huerta Mayor City Secretary TAX INCREMENT REINVESTMENT ZONE #2 CITY OF CORPUS CHRISTI PROJECT AND FINANCING PLANS (Revised 09/29/2009; Amended 03/22/2011; 09/13/2011; 10/29/2013, July 22, 2014, and February 28, 2017) The Tax Increment Reinvestment Zone #2 Project Plan )(Plan) (last revised and/or amended on 10/29/13) is amended to update and revise the Plan this 28th day of February 2017 by adding the underlined text and deleting the strikethrough text as shown: REINVESTMENT ZONE PROJECT PLAN This Project Plan identifies the improvements and planned expenditures that may be funded by tax increments generated within Tax Increment Reinvestment Zone #2, City of Corpus Christi ("TIRZ #2). No tax increments for new expenditures authorized by this Project Plan may be expended if the tax increments are required to fund any obligations incurred by the North Padre Island Development Corporation prior to the date of the adoption and approval of this Project Plan. On March 21, 2000, the Corpus Christi City Council authorized the preparation of a preliminary financing plan for a tax increment financing district covering portions of North Padre Island and Mustang Island. This tax increment financing would be used primarily to provide the local share of the North Padre Island Storm Damage Reduction and Environmental Restoration Project ("Packery Channel project"). Then on June 27, 2000, the City Council approved the preliminary Project and Financing Plans, and notified other taxing jurisdictions of its intention to create a tax increment reinvestment zone. A notice of a public hearing on the creation of the zone was published on August 22, 2000, and the public hearing was held on August 29, 2000. On August 29, 2000 the City Council passed the first reading of the ordinance that established TIRZ #2. Ordinance 024270, which established TIRZ #2 was formally adopted after being passed on the second reading on November 14, 2000. Subsequently on October 8, 2002, the City Council approved Resolution 025040, which established the North Padre Island Development Corporation ("NPIDC"). The NPIDC was created to aid, assist, and act on behalf of the City and TIRZ #2 in performing governmental functions to promote the common good and general welfare of the City, including the area within the TIRZ #2 zone. Then on February 25, 2003, the NPIDC, TIRZ #2, and City Council authorized an agreement by and among the City of Corpus Christi, Texas; Reinvestment Zone Number Two, City of Corpus Christi; and the North Padre Island Development Corporation, dated February 1, 2003. This agreement commonly referred to as the "Tri -Party Agreement" spells out the responsibilities of each of the parties in the administration and financing of TIRZ #2. The three entities also recommended, authorized, and approved the Project and Financing Plans for TIRZ #2 on February 25, 2003. The initial Project Plan and Financing Plan basically addressed the funding of the City's share of the North Padre Island Storm Damage Reduction and Environmental Restoration Project. The Packery Channel project had been discussed and studied over a number of years. The project involved the placement of sand in front of the concrete Padre Island Seawall to restore the beach and protect the seawall. The sand was to be taken from the dredging and channelization of a reopened Packery Channel. The Packery Channel project also consisted of long jetties, walks, mitigation, public facilities, and reserve for long-term maintenance. The estimated cost of the Packery Channel project was approximately $30 million. The Packery Channel project was included in Section 556 of the Water Resources Development Act of 1999. The Act also required the U. S. Army Corps of Engineers (USACOE) to undertake Packery Channel Project Plan Amendment 102213 Page 1 of 9 two studies: (1) to determine if the project is environmentally acceptable and (2) to determine if the project is technically sound. A relatively small amount of money was made available by the Federal government for the studies. The local share of the project, which was estimated at approximately $10.5 million, could come from tax increment financing. This type of financing was authorized by a State Constitutional Amendment. The basic theory of tax increment financing is that "the construction of certain public improvements will generate higher tax revenues due to additional private development." The concept of tax increment financing is "but for the construction of the public improvements, the higher tax receipts would not occur." In this particular case, the City believed that completion of the project would result in significantly increased taxes through both new private investment and increases in the existing tax values. The preliminary financing plan that was adopted by the City Council, when it authorized the creation of TIRZ #2, called for funding $10.5 million as the City's share of the Packery Channel project, plus $750,000 for construction of the parking lot on the Padre Island concrete seawall. The estimates in the preliminary financing plan were refined, and the current Project and Financing Plans, dated February 1, 2003, estimated that $12,000,000 in debt would be needed to complete the initial project costs. The plans identified $3,000,000 in surplus tax increments or bonds for secondary development improvements, which included the construction of seawall parking lot and $2,000,000 for a "parks & recreation center." A copy of the projected project costs from the 2003 plans is attached to and incorporated into this plan as Exhibit A. A project consisting of the construction of two bridges on Park Road 22 is added in the February 28, 2017 amendment. Under §311.011(b)(1), Texas Tax Code, the Project Plan must have a map showing existing uses and conditions of real property in the zone, and a map showing proposed improvements to and proposed uses of that property. A map of TIRZ #2 is attached as Exhibit B, and is incorporated into this plan. A map of the current land uses within TIRZ #2 and the surrounding area is attached as Exhibit C, and is incorporated into this plan. A map of the current zoning within TIRZ #2 and the surrounding area is attached as Exhibit D, and is incorporated into this plan. A map of the future land uses within TIRZ #2 and the surrounding area based on the City Comprehensive Plan's Future Land Use Plan, adopted May 24, 2004 (Ordinance 026278), is attached as Exhibit E, and is incorporated into this plan. The Island Action Group Capital Improvement Priorities Report, dated 10/14/2005, which identifies needed capital improvements on Mustang and Padre Islands, including the areas within TIRZ #2, has been reviewed to identify improvements that could be funded through the tax increments developed within TIRZ #2. Exhibit F is a map showing specific projects that are included in this Project Plan. That exhibit is incorporated into this plan. All of the specific projects are situated on public land and involve recreational use and activities. Under §311.011(b)(2), Texas Tax Code, the Project Plan must address proposed changes of zoning ordinances, the master plan of the municipality, building codes, other municipal ordinances, and subdivision rules and regulations, if any, of the county, if applicable. While the City is in the process of adopting a unified development code that will replace the current zoning and platting ordinances, there are no substantive changes being recommended that would affect TIRZ #2. At the time of adoption of this Project Plan, there are no pending cases to rezone properties within TIRZ #2. The City is considering rezoning portions of the property that it leases from the Texas General Land Office ("GLO"). As a condition of the GLO lease, the City is required Packery Channel Project Plan Amendment 102213 Page 2 of 9 to prepare a development plan for any commercial development on the leased property. While a draft Packery Channel development plan has been prepared and presented to the City Council, Planning Commission, GLO, Nueces County Parks Board, Nueces County Dune Committee, and City Beach Advisory Committee, for incorporation into the Mustang Padre Island Area Development Plan, the City Council has not officially adopted the plan, and the City is discussing features of the proposed plan with the GLO. The City will propose rezoning to match the needs identified in the Packery Channel development plan. The City is working with GLO on the voter approved proposed changes to Chapter 10, Code of Ordinances, which contains the City's GLO approved beach and dune rules. This proposed change addresses driving on the beach seaward of the concrete Padre Island seawall, and the installation of bollards on the beach seaward of the concrete seawall and between the seawall and southern Packery Channel jetty. There are no other proposed changes to the City's beach or dune permitting rules. However, the Nueces County Beach Management Committee has recommended approval of the changes to their beach management regulations. The Nueces County Commissioners' Court has not approved the changes, and they have not been sent to the GLO for public comment in Texas Register. Under §311.011(b)(3), Texas Tax Code, the Project Plan must contain a list of estimated nonproject costs. The City has been trying to obtain additional Federal funding to cover some of the costs of the recreational enhancements within the North Padre Island Storm Damage Reduction and Environmental Restoration Project and repairs to storm damage from Hurricane Ike. The City will also seek grants and other funding opportunities from the State of Texas and others to offset some of the costs identified in this Project Plan. The level of that funding, if any, that can come from Federal, State, or other funding sources is not known. To the extent Federal, State, or other funding is received, the amount of tax increments that need to be dedicated to completing these improvements will be reduced. Under §311.011(b)(4), Texas Tax Code, the Project Plan must contain a statement of a method of relocating persons to be displaced as a result of implementing the plan. None of the proposed improvements should result in relocation of any person; therefore this requirement is not applicable to the implementation of this plan. REINVESTMENT ZONE FINANCING PLAN Under §311.011(c)(1), the Reinvestment Zone Financing Plan must contain an Estimated Project Cost Description, and under §311.011(c)(2), it must describe the Kind, Number, and Location of TIRZ Improvements. Under this Revised Project Plan and Reinvestment Zone Financing Plan, the following improvements and activities may be funded from current available revenues: Packery Channel Project Area Improvements: Subject to the availability of the estimated $4,700,000 funds in the TIRZ #2 tax increment fund and funding from the Federal Government as authorized by the Water Resources Development Act, construction of the improvements in the TIRZ#2 referendum voter information sheet and Phases 2-3 -7 Packery Channel public recreational improvements and amenities shown on the engineering drawings referred to as the Packery Channel "Six Pack," which is incorporated into Packery Channel Project Plan Amendment 102213 Page 3 of 9 this Project Plan as Exhibit G. The engineering cost estimate for the Phases 2-3 - 7 has been revised and is shown in Exhibit H. Construction of the Phase 4 ADA ramps is contingent upon approval of the General Land Office of the installation of temporary hard parking surfaces for parking for the disabled on the beach at the end of the ADA ramps and will be constructed with Phase 7 Phase 3 if approved. are estimated at approximately $100,000. Relocation of approximately 15,000 cubic yards of sand located coward of thc located seaward of the central and southern portions of the sowall, which is estimated to costs approximately $69,000. Yearly Miscellaneous Improvements required for support of Packery Channel, exclusive of the previously identified capital projects Phases 3 though 7, could include periodic surveys of channel conditions, shoreline, and ietty revetments, access to beach and sand redistribution are proposed to be budgeted on an annual basis pending the availability of funds. These Yearly Miscellaneous Improvements specifically include routing, monitoring, and surveys of the Packery Channel and the Gulf beach. seaward of concrete Padre Island S awall with dredged sand, which may bo budgeted on an annual basis. Routine monitoring and surveys of Packery Channel and the Gulf beach within the the jetties and shoreline revetments, and other public improvement, within thc project ar a, which may be budgeted on an annual basis. Operation of a marine patrol to reduce shoreline erosion along Packery Channel, specifically along the Mollie Beattie Preserve, is proposed to be budgeted on an annual basis with a yearly increase of 3% pending the availability of funds which may be budgeted on an annual base Costs to support the administrative functions of Packery Channel, including city staff and governing boards are included on a yearly basis pending the availability of funds. Costs for design, permitting and dredging of Packery Channel have been included in future years subject to need and pending the availability of funds. Relocation and grading of sand on the beach seaward of the Padre Island seawalls, which may be budgeted on an annual basis. Periodic renourishment of the beach seaward of the Padre Island seawalls, which may be budgeted on annual basis. Packery Channel Project Plan Amendment 102213 Page 4of9 Establishment of a maintenance and repair reserve for the Packery Channel jetties, revetments, and ancillary equipment and improvement, which may be budgeted on an annual basis. Installation and maintenance of appropriate signage for the Packery Channel project area, which may be budgeted on an annual basis. The Zone's annual budget will be adopted by the Zone's Board of Directors on an annual basis, based upon the City of Corpus Christi's fiscal year, and attached to this plan as Exhibit J. Improvements in other areas within TIRZ #2: A specific list of projects will be developed in consultation with various organizations and interested residents of North Padre Island and businesses located within TIRZ #2. These projects may include projects to acquire, construct, reconstruct, or install public works, facilities, or sites or other public improvements, including landscaping, utilities, streets, street lights, water and sewer facilities, pedestrian malls and walkways, parks, flood and drainage facilities, or parking facilities, but not including educational facilities. One improvement to the TIRZ #2 is the construction of two bridges on Park Road 22 between Commodores and Whitecap. This bridges will require up to $4,000,000 of TIRZ #2 funding and will allow for travel over canals that are to be built by a third party developer in the area. As required by §311.011(c)(3), an updated economic feasibility Study for TIRZ #2 was completed by CDS Market Research 1 Spillette Consulting in September 2009. It is provided in a separate document. Under §311.011(c)(4), the Project Plan and Reinvestment Zone Financing Plan must include an estimate of bonded indebtedness. TIRZ #2 may be used to support bonded debt issued to fund specific projects, or the project costs may be funded on a pay-as-you-go basis, or utilize other financing methods. Under §311.011(c)(5), the Project Plan and Reinvestment Zone Financing Plan must describe the timing of incurring costs or monetary obligations. TIRZ #2 project costs will be incurred over the life of the Zone based on its Board of Directors' identification of priority activities and projects, opportunities for implementation, and available revenues to sustain a pay-as-you-go project expenditure approach, a bonded debt issuance, or other forms of project financing. Under §311.011(c)(6), the Project Plan and Reinvestment Zone Financing Plan must describe the methods of financing and sources of revenue. TIRZ #2 could use several methods of financing, including but not limited to the following: • Cash funds generated from existing property value increment, • Bonded debt issuances backed by TIRZ #2 revenue to fund the associated debt service, • Short term anticipation notes or other debt issued by private financial institutions based on projected property tax increment to be generated from taxable development under construction at the time of debt issuance, and Packery Channel Project Plan Amendment 102213 Page 5 of 9 • Developer cash reimbursement agreements where the revenues from TIRZ #2 property tax increment compensate a developer for fronting eligible expenditures in a specific taxable project after the project is completed. The term of any debt for which debt services payments are to be funded by TIRZ #2 revenue will not extend past the duration of TIRZ #2. The primary source of revenue for TIRZ #2 will be funds from the contributed property tax collections of the City of Corpus Christi, Nueces County, Nueces County Hospital District, Del Mar College, and the Farm to Market Road on the taxable property value increment within TIRZ #2. Based on existing interlocal agreements with each taxing jurisdiction listed above, it is currently projected that each of these entities will agree to participate in funding TIRZ #2 with 100% of the incremental property taxes collected over the life of zone, except for Del Mar College, which will contribute 20% in 2009 and 0% thereafter. The assessed value base year Sources of Revenuer Tax Year City of Corpus Christi Nueces County Nueces County Hospital District Del Mar Jr. College Farm to Market Road Total 2009 1,597,917 985,617 406,158 137,838 12,165 3,139,695 2010 1,273,417 786,419 324,072 - 9,709 2,393,616 2011 1,203,508 745,121 307,054 - 9,201 2,264,884 2012 1,372,033 849,855 350,213 - 10,494 2,582,595 2013 1,519,533 941,476 387,968 - 11,625 2,860,601 2014 1,645,468 1,019,647 420,181 - 12,590 3,097,886 2015 1,761,879 1,091,870 449,943 - 13,481 3,317,173 2016 2,162,313 1,340,366 552,345 - 16,549 4,071,572 2017 2,615,229 1,621,428 668,166 - 20,018 4,924,842 2018 3,127,882 1,939,557 799,263 - 23,945 5,890,647 2019 3,708,557 2,299,895 947,753 - 28,393 6,984,598 2020 4,366,726 2,708,317 1,116,057 - 33,435 8,224,535 2021 5,113,212 3,171,538 1,306,944 - 39,153 9,630,847 2022 5,960,390 3,697,237 1,523,577 - 45,642 11,226,846 Total 37,428,065 23,198,342 9,559,692 137,838 286,400 70,610,338 1 Assumes 95% tax collection rate. for all participating taxing entities is 2000. Based upon 2008 tax rates for each jurisdiction, the projection of incremental property tax revenue contributed to TIRZ #2 is as follows: These revenue projections assume a 95% tax collection rate for all three taxing jurisdictions. Packery Channel Project Plan Amendment 102213 Page 6 of 9 According to these projections, 53.0% of the tax increment revenues will come from the City, 32.9% will come from the County, 13.5% will come from the County Hospital District, 0.2%% will come from Del Mar College, and 0.4% will come from the Farm to Market Road. Zone property tax contributions from the participating tax jurisdictions could be supplemented with other sources of revenue as available. These could include but are not limited to: • Grants from other local, state, and federal agencies; • Grants from private entities such as foundations; and • Joint implementation and funding agreements with other public agencies or private entities such as civic associations for specific projects. Under §311.011(c)(7), the Project Plan and Reinvestment Zone Financing Plan must give the current appraised value of the zone. According to the Nueces County Appraisal District, the 2009 certified taxable appraised value for the Zone is $356,833,583 for the City of Corpus Christi, $ 353,059,772 for Nueces County and the County Hospital District, $ 358,753,875 for Del Mar College, and $ 352,808,877 for Farm to Market Road. Due to outstanding property accounts under value protest, these certified values will increase over time. Under §311.011(c)(8), the Project Plan and Reinvestment Zone Financing Plan must provide an estimate of the captured appraised value for TIRZ #2 during the years of its existence. The table on the next page provides the projected schedule of taxable value increment captured by the zone over remainder of its duration. Due to differences in policies regarding exemptions and tax abatements, the captured increment differs among the participating jurisdictions. Therefore, there is a table shown for each entity. Under §311.011(c)(9), the Project Plan and Reinvestment Zone Financing Plan must state the duration of TIRZ #2. The zone has thirteen tax years remaining and will expire after 2022. Packery Channel Project Plan Amendment 102213 Page 7 of 9 Estimated Captured Appraised Value PROJECTED ASSESSED VALUE Tax Year City of Corpus Christi Nueces County Nueces County Hospital District Del Mar Jr. College Farm to Market Road 2009 380,825,433 377,027,804 377,027,804 382,757,294 376,776,909 2010 320,245,351 317,347,217 317,347,217 321,720,450 317,163,481 2011 307,194,087 304,974,332 304,974,332 308,324,444 304,840,076 2012 338,655,659 336,353,086 336,353,086 339,828,313 336,214,560 2013 366,192,055 363,803,032 363,803,032 367,408,871 363,660,078 2014 389,702,663 387,223,386 387,223,386 390,965,597 387,075,840 2015 411,435,230 408,861,715 408,861,715 412,746,329 408,709,405 2016 486,191,313 483,312,318 483,312,318 487,658,942 483,142,951 2017 570,745,210 567,519,915 567,519,915 572,390,395 567,331,227 2018 666,451,157 662,832,970 662,832,970 668,297,914 662,622,374 2019 774,856,231 770,791,945 770,791,945 776,931,996 770,556,480 2020 897,728,294 893,157,125 893,157,125 900,064,425 892,893,404 2021 1,037,088,042 1,031,940,526 1,031,940,526 1,039,720,393 1,031,644,672 2022 1,195,245,758 1,189,442,482 1,189,442,482 1,198,215,334 1,189,110,054 ASSESSED VALUE INCREMENT Tax City of Corpus Nueces County Del Mar Jr. Farm to Market Year Christi Nueces County Hospital District College Road 2009 298,311,566 295,295,463 295,295,463 300,048,697 295,195,765 2010 237,731,484 235,614,876 235,614,876 239,011,853 235,582,337 2011 224,680,220 223,241,991 223,241,991 225,615,847 223,258,932 2012 256,141,792 254,620,745 254,620,745 257,119,716 254,633,416 2013 283,678,188 282,070,691 282,070,691 284,700,274 282,078,934 2014 307,188,796 305,491,045 305,491,045 308,257,000 305,494,696 2015 328,921,363 327,129,374 327,129,374 330,037,732 327,128,261 2016 403,677,446 401,579,977 401,579,977 404,950,345 401,561,807 2017 488,231,343 485,787,574 485,787,574 489,681,798 485,750,083 2018 583,937,290 581,100,629 581,100,629 585,589,317 581,041,230 2019 692,342,364 689,059,604 689,059,604 694,223,399 688,975,336 2020 815,214,427 811,424,784 811,424,784 817,355,828 811,312,260 2021 954,574,175 950,208,185 950,208,185 957,011,796 950,063,528 2022 1,112,731,891 1,107,710,141 1,107,710,141 1,115,506,737 1,107,528,910 Packery Channel Project Plan Amendment 102213 Page 8 of 9 LIST OF EXHIBITS Exhibit A Packery Channel Project Costs and Funding from Project and Financing Plans dated February 1, 2003 Exhibit B Map of TIRZ #2 Exhibit C Current land use map Exhibit D Current zoning map Exhibit E Future land use map Exhibit F Project Plan Map (Rev'd 03/17/2011)(Rev'd 10/22/2013) Exhibit G "Six Pack" engineering drawings Exhibit H "Six Pack" cnginccring cost cstimatc& Projects with Funds from Tax Increment Reinvestment Zone #2 City of Corpus Christi (Rev'd 10/22/2013) (July 22, 2014) (February 28, 2017) Exhibit I Annual BudgeFiscal Year 2015 Reinvestment Zone #2 Project Financing Play} Fiscal Year 2017 Reinvestment Zone #2 Budget Page of 9 Packery Channel Project Plan Amendment 102213 9 025215 ORDINANCE NO. AN ORDINANCE APPROVING A FINAL PROJECT AND FINANCING PLAN FOR THE "REINVESTMENT ZONE NUMBER TWO, CITY OF CORPUS CHRISTI, TEXAS"; APPROVING TILE SALE OF BONDS BY NORTH PADRE ISLAND DEVELOPMENT CORPORATION IN FURTHERANCE OF THE FINAL PROJECT AND FINANCING PLAN; AND OTHER MATTERS RELATING THERETO. WHEREAS, on November 14, 2000, the City Council of the City adopted Ordinance No. 024270 (the "Creation Ordinance"), approving the creation of a tax increment reinvestment zone in the City known as "Reinvestment Zone Number Two, City of Corpus Christi, Texas" ("TIRZ Two"); and WHEREAS, in connection with the adoption of the Creation Ordinance and the establishment of TIRZ Two, the City prepared a preliminary reinvestment zone financing plan, and presented the preliminary reinvestment zone financing plan to the governing body of each taxing unit that levies taxes on real property in the proposed reinvestment zone; and WHEREAS, in compliance with the provisions of Chapter 311, Texas Tax Code (the "Act"), a project plan and reinvestment zone financing plan has been prepared and approved by the Board of Directors of TIRZ Two, which project plan and reinvestment zone financing plan so approved is attached to this Ordinance as Exhibit "A" (the "Plan"); and WHEREAS, in compliance with the Act, the City Council finds it necessary and desirable to approve the Plan submitted with this Ordinance; and WHEREAS, by Resolution No. 025040, adopted on October 8, 2002, the City authorized the creation of the North Padre Island Development Corporation (the "Corporation") to aid, assist and act on behalf of the City in the performance of the City's governmental and proprietary functions with respect to the common good and general welfare of the City, as described in the Creation Ordinance; and WHEREAS, on February 25, 2003 theCorporation adopted a resolution authorizing the issuance and delivery of up to $3,000,000 in Tax Increment Contract Revenue Bonds, Series 2003 (the "Bonds"), for the purpose of funding a portion of the "project costs" as are set forth in the Plan; and WHEREAS, the Corporation and the Board of Directors of TIRZ Two have approved the execution and delivery of that certain Agreement by and among the City, TIRZ Two, and the Corporation dated as of February 1, 2003 (the "Tri-Party Agreement"), pursuant to which the Corporation was delegated certain power and authority in connection with the implementation of the Plan on behalf of TIRZ Two, including, but not limited to, the power to issue, sell or deliver its bonds, notes or other obligations in accordance with the terms of the Tri-Party Agreement; and WHEREAS, the City Council finds it necessary and advisable to adopt this Ordinance to approve the Plan, as required by the Act, to approve the Tri-Party Agreement, and the approve the resolution of the Corporation that authorized the issuance and delivery of the Bonds. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION; That the facts and recitations contained in the preamble of this Ordinance are hereby found and declared to be true and correct. .SECTION 2• That the City Council hereby approves the project plan and the reinvestment zone financing plan attached to this Ordinance as Exhibit "A", as required by Section 311.011 of the Act. SECTION 3: That the City Council does hereby find and declare that the project and financing plan submitted to the City Council for approval, and hereby approved by the adoption of this Ordinance, is feasible for the development of TIRZ Two and conform to the master plan of the City. 2 SECTION 4: That the City hereby approves the Resolution adopted by the Corporation, in substantially the form and substance as attached hereto as Exhibit "W, and all documents attached to the Resolution including, without limitation, the Tri -Party Agreement. The Mayor and the City Secretary are hereby authorized to execute, attest, seal and deliver the Tri -Party Agreement on behalf of the City. The issuance of Bonds in an amount not to exceed $3,000,000 for the purposes described in the Resolution is hereby approved. SECTION 5: That if any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. SECTION 6: This Ordinance shall be effective immediately from and after its passage in accordance with the provisions of Section 1201.028, Texas Government Code. SIGNED AND SEALED THIS 25TH DAY OF FEBRUARY, 2003. City Secretary APPROVED AS TO FORM: 17 Actin Cit7Attorn 7,55 Mayor, City of Corpus Christi, Texas 3 (SEAL) THE STATE OF TEXAS COUNTY OF NUECES CITY OF CORPUS CHRISTI I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 25th day of February, 2003, approving the project and financing plan for Reinvestment Zone Number Two, City of Corpus Christi, Texas, and other matters related thereto, 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 25th day of February, 2003. (SEAL) City Secretary, City of Corpus Christi, Texas 4 Corpus Christi, Texas Day of TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Samuel L. Neai, Jr., Mayor City of Corpus Chris Council Members The above ordinance was passed by the following vote: Samuel L. Neal, Jr. Brent Chesney Javier D. Colmenero Henry Garrett Bill Kelly Rex A. Kinnison John Longoria Jesse Noyola Mark Scott MAQ)(0- ate, Cib64-aLn Ro )L J ..1JJ Reinvestment Zone Number Two City of Corpus Christi, Texas Project Plan and Reinvestment Zone Financing Plan February 25, 2003 Reinvestment Zone Number Two, City of Corpus Christi, Texas February 25, 2003 Project Plan and Reinvestment Zone Financing Plan Introduction to The Project and Finance Plan General Background As required under the Tax Increment Financing Act, Chapter 311, Texas Tax Code (the "TIF Act"), the Board of Directors (the "Zone Board") of Reinvestment Zone Number Two, City of Corpus Christi, Texas (the "Zone "), has prepared this Project Plan and Reinvestment Zone Financing Plan (the "Plan"). The City Council ofthe City of Corpus Christi, Texas (the "City") and the Zone Board must both adopt this Plan. The Plan includes information concerning proposed land uses and development, estimated project and non -project costs and administrative expenses, engineering studies, proposed financing and economic feasibility data, and property appraisal data. The Plan includes financing of the Zone's portion of the North Padre Island Storm Damage Reduction and Environmental Restoration Project (the "Project"). This Plan sets out the details of the tax and economic benefits derived from development of the Project Site, the scope of the Project, and the financing strategy for funding of Project costs through the issuance of bonds. Complete copies of the Plan, including a report attached to this Plan, as Exhibit A, entitled "Forecast of Potential TIF Revenue Flows on North Padre Island", prepared by Economics Research Associates ("ERA "), which constitutes the economic feasibility study required by the TIF Act, are available from the City of Corpus Christi, Texas, 1201 Leopard Street, Corpus Christi, Texas 78401, Attention: City Secretary. North Padre Island Storni Damage Reduction and Environmental Restoration Project The Project is a project of the U.S. Army Corps of Engineers (the "Corps") to dredge and channelize a reopened waterway ("Packery Channel") between the Laguna Madre Intracoastal Waterway and the Gulf of Mexico. In addition to the Packery Channel, the Project includes construction by the Corps of two 1,400 foot jetties paralleling the Packery Channel. Of the total 830,000,000 projected cost of the Project, the City as Project sponsor has agreed to pay $10.5 million. The remaining Project costs are to be paid by the United States Government. The City has created the Zone for the purpose of raising funds needed to provide the Zone Project costs through the issuance of bonds by the North Padre Island Development Corporation (the "Issues'), a not-for- profit local government corporation_ It was established by the City under the provisions of Chapter 431, Texas Transportation Code, and the general laws of the State of Texas to aid, assist, and act on behalf of the City in the performance of the City's governmental functions and to provide a means of financing certain Project costs in connection with the Zone. The Corps was directed by the Congress of the United States ("Congress") to carry out a project for ecosystem restoration and storm damage reduction at North Padre Island. The Project will extend the existing approximately 2.6 miles portion of the Packery Channel an additional 0.9 mile. The Project is described in the Environmental Impact Statement (EIS), as are the benefits and impacts to be expected from the Project. Erosion of the beach in front of the seawall just south of the boundary between Mustang and North Padre Islands is causing a loss of recreational beach. Dredging Packery Channel would provide sand for nourishment of the beach, and an enlarged beach would reduce potential future storm damage. A Project Study Plan, prepared by the Corps in 1999, examined three alternative sites, including Packery Channel. Three different channel widths under three different salinity regimes were also examined to determine the environmental benefits of an opening between the Laguna Madre and the Gulf of Mexico. The environmental 1 benefits of all alternatives were essentially negligible. The final EIS will be available upon publication by the Corps from the City of Corpus Christi, Texas, 1201 Leopard Street, Corpus Christi, Texas 78401, Attention: City Secretary. The Project is a project for ecosystem restoration and storm damage reduction consisting of a jettied entrance channel, main channel dredged to a required depth of 14 feet and a bottom width of 116 feet up to the Texas Highway 361 bridge, scour protection for the existing bridge, concrete bulkheads on both sides of the main channel creating three placement areas to create shallow water habitat, continuing with a smaller channel along the existing alignment of Packery Channel from the highway bridge to the Gulf Intracoastal Waterway, dredged to a required depth of 7 feet and bottom width of 80 feet, installation of a 30 inch HDDPE pipe for a sand bypass system, beach nourishment on the beach south of the channel and miscellaneous utility removals and relocations. The Project consists of dredging a 134 -foot wide channel to connect the existing Packery Channel to the Gulf of Mexico to a 12 -foot deep authorized depth (requiring an initial dredge depth to -14 feet) and dredging the existing channel to a depth of -7 feet (mean sea level) and a width of 80 -feet. The total length of the proposed channel from the Gulf end of the jetties to the Gulf Intracoastal Waterway is approximately 18,500 feet (15 miles). Approximately 801,200 cubic yards (cy) of material will be dredged during construction, most of which (646,000 cy) will be placed on the beach south of the proposed jetties placement area (PA -4S) for storm damage reduction in front of the existing concrete seawall. Sandy maintenance material from the channel east of the SH 361 bridge will be used for beach nourishment, and a sand bypass system will be designed to move accumulated sand from longshore drift to the downdrift side of the jetties. Approximately 15,000 cy of estimated maintenance dredging every five years will be placed in an upland site. The Project is to be constructed by the Corps under a proposed Project Cooperation Agreement between The Department of the Anny and the City (the "Project Contract"). The Project Contract has not been approved by either the Corps or the City, but the City expects execution of the Project Contract by both parties by Spring 2003. The Plan calls for the remainder of the approximately $19.5 million needed to complete the Project to be funded by the United States Government under the Project Contract. As of February 25, 2003, Congress has appropriated $4.0 million for Project construction, but is under no obligation to appropriate the remainder of its share of Project costs. Once the initial Project is completed, the City will incur costs of maintenance dredging of Packery Channel, as described above. It is anticipated that upon completion of the initial Project, the estimated maintenance dredging will commence in 2008, and the estimated cost of such maintenance dredging in that year will approximate $3 50,000. The costs of the maintenance dredging are intended to be paid by the Zone, either from tax increment collections, proceeds from bonds, a combination of those two sources, or other moneys made available to the City or the Zone for such purpose. Secondary development within the Zone that includes public improvements is being proposed by the City as local sponsor. Secondary development includes proposed park amenities that encompass approximately 14.2 acres providing access to Packery Channel, the beach, and the jetties; passenger and recreational vehicle parking; walkways; restrooms; and vendor facilities. The location of two potential City park areas is proposed along the area nearest the Gulf of Mexico reach of Packery Channel. The Project, the maintenance dredging of the Packery Channel, and the public improvements associated with the proposed secondary development are found to be "Project Costs" as such term is defined in the TIF Act. The Project Contract The Project is to be constructed by the Corps under the Project Contract. The Project Contract has not been approved by either the Corps or the City, but the City expects execution of the Contract by both parties by Spring 2003. Under the Project Contract, the Corps, subject to receiving funds appropriated by Congress and using the 2 funds expected to be provided by the City through the Issuer, would agree to expeditiously construct the Project. The Project Contract recognizes that Congressional appropriations to date are less than the amount of federal funds required for completion of the Project, and that in the event insufficient funds are appropriated for the federal government's share of Project costs, then Project construction will be suspended or the Project Contract terminated. The federal government expressly makes no commitment to seek additional federal funds for the Project. The City would agree to contribute 35% of the total Project costs, at least five percent of which must be contributed in cash with the remainder being the appraised value of cash or lands, easements, rights-of-way, and suitable burrow and dredged or excavated material disposal areas. The City must deposit its share of projected financial obligations for construction through the first fiscal year of construction within 45 days of notice from the Corps. For each subsequent year, the deposit must be made no later than 60 days prior to the beginning of the fiscal year. The Project Contract obligates the City to operate, maintain, repair, replace, and rehabilitate the entire Project at no cost to the federal government. The City is seeking transfer of a portion of the maintenance cost to the Corps, but at this time no provision has been made for payment of ongoing maintenance costs. Funding of a maintenance reserve from proceeds of an additional series of Tax Increment Contract Revenue Bonds is contemplated by this Plan, but there is no assurance that a maintenance reserve will be funded, nor is there any guarantee that if funded the maintenance reserve would be adequate to pay costs of ongoing maintenance dredging. Reinvestment Zone Number Two, City of Corpus Christi, Texas The Zone was created by the City pursuant to the TIF Act to facilitate development of the land within the boundaries of the Zone, a 1,947.01 -acre parcel located entirely within the City and the County. The Zone became effective on November 14, 2000, and will terminate on December 3 I, 2022, or at an earlier time designated by subsequent ordinance of the City, or at such earlier time that all Zone Project Costs, tax increment bonds, and the interest on all tax increment bonds, have been paid in full (the duration of the Zone). The Zone is located on Padre Island, and intersected by State Highway 361 and Park Road 22 leading from the John F. Kennedy Causeway. A map showing the existing uses and conditions of real property in the Zone is attached to this Plan as Exhibit B. A map showing the proposed improvements to and proposed uses of the real property in the Zone is attached to this Plan as Exhibit C. Pursuant to the TIF Act, the ordinance of the City establishing the Zone also established a Board for the Zone. The Zone Board consists of 12 persons, with one member from each Participant other than the City, and the remainder (but not less than 10) appointed by the City. Name Position Samuel L. Neal President Vice President Javier D. Colmenero Member Brent Chesney Member Rex Kinnison Member John Longoria Member Jesse Noyola Member Mark Scott Member Gabriel Rivas Member Cal Jennings Member Richard Pittman Member John LaRue Member 3 Appointed By City of Corpus Christi Nueces County City of Corpus Christi City of Corpus Christi City of Corpus Christi City of Corpus Christi City of Corpus Christi City of Corpus Christi Del Mar College Nueces County Hospital District Flour Bluff Independent School District Port of Corpus Christi Authority Existing Land Use Existing land -uses within the Zone consist of light commercial development, mixed residential development, vacant unimproved land, and non -developable land, including waterways, roadways and parks. The City has estimated the following current usage within the Zone: Use Acr Vacant 857.1718 Water Area 447.8253 Park 384.5719 Right -of -Way 158.2465 Commercial 33.6232 Medium Density Residential 34.4813 Public/Semi-Public 9.0187 High Density Residential 7.7001 Professional Office 6.0570 Light Industrial 6.5105 Low Density Residential 1.8075 Total 1,947.Q138 Infrastructure Requirements for Development It is the City's policy that infrastructure required for new development within the Zone will be the responsibility of each landowner or developer, similar to any other development that occurs in the City. The wastewater treatment plant and trunk main collection system is in place and is of sufficient capacity to accommodate new development, and sufficient freshwater supply is available to serve anticipated development within the Zone. There are generally roads and streets throughout the Zone, though individual tracts may require additional street construction, sewer collection lines, or water supply lines for development. The City pays for oversize and extra depth costs associated with water and wastewater extensions that are designed to service property outside or beyond the owner's development. The City participates in street development to pay the additional costs for extra width associated with arterial streets or collectors that are designed to be extended beyond the developer's property. The City also pays for the costs of bridges and culverts to extend streets beyond the developer's property. Undeveloped Land Within the Zone Approximately 857 acres within the Zone are unimproved or underdeveloped land The City anticipates that such unimproved land will be developed for residential and light commercial use consistent within existing uses, and additional development must occur before the Issuer can provide for the payment of additional Tax Increment Contract Revenue Bonds (hereinafter defined) required for completion of the Project without adversely affecting the Issuer's ability to pay debt service on the Series 2003 Bonds (hereinafter defined). No representation is made in this Plan with respect to the ultimate development of such property. Project Costs A detailed listing of the proposed public works and public improvements to be undertaken in the Zone, shown by kind, number and location, and the Project costs of the Zone, including, without limitation, the costs of the initial dredging of Packery Channel, the maintenance dredging costs, secondary Project costs, administrative casts ofthe Zone, and other non -project costs (such as water supply improvements and roads that are not intended to be funded through the operation of the Zone), are set forth in Exhibit D. The estimated amount of bonded 4 indebtedness to be incurred to pay initial Project costs, and the timing of when related costs and monetary obligations for implementing this Plan are to be incurred, are set forth in Exhibit D. The City currently estimates that the total amount of Issuer debt necessary to be issued for completion of initial Project costs will not exceed $12,000,000. Secondary development improvements are to be financed as funding becomes available from surplus tax increments or bonds. The City currently estimates the total amount of Issuer debt that may be issued for secondary developments will not exceed $3,000,000. The Plan of Finance The City has created the Zone for the purpose of raising funds needed to provide the City's share of the Project costs, and the Series 2003 Bonds (hereinafter defined) are the first installment of Issuer bonds to be issued for that purpose. The City, the County, Del Mar College, a junior college district and political subdivision of the State of Texas (the "College") and Nueces County Hospital District, a hospital district and political subdivision of the State of Texas (the "Hospital District") each have agreed to deposit to the Tax Increment Fund established for the Zone (the "Tax Increment Fund") certain tax collections arising from their respective taxation of the increase, if any, in the appraised value of real property located in the Zone since November 14, 2000 (hereinafter defined as the (Dedicated Tax Increments"), through the earlier of December 31, 2022, or the date on which any outstanding obligations payable from the Dedicated Tax Increments are finally paid. The City has entered into separate interlocal agreements (the "Interlocal Agreements") with the County, the College, and the Hospital District which sets forth, among other things, the agreement of the City and County, College, or Hospital District, as applicable, to pay to the Issuer the Dedicated Tax Increments (the "Contract Tax Increments") The bonds to be issued to fund Project costs are to be payable solely from the Contract Tax Increments and certain other funds on deposit with JPMorgan Chase Bank, Houston, Texas (the "Trustee") or which may be deposited with the Trustee in the future together with earnings and investments thereon (the "Pledged Revenues"). The City, the County, the College, and the Hospital District (each referred to individually herein as a "Participant" and collectively referred to as the "Participants") have agreed to deposit to the Tax Increment Fund the Dedicated Tax Increments, as described herein. Pursuant to the TIF Act, a taxing unit's tax increment for a year (a "Tax Increment") is the amount of property taxes levied by the unit for that year on the "captured" appraised value of real property taxable by the unit and located in a reinvestment zone. Tax Increments do not result from any increase in the appraised value of personas property (such as equipment or inventory) taxable by the unit and located in a reinvestment zone. The TIF Act defuses captured appraised value ("Captured Appraised Value") as the total appraised value of all real property taxable by the unit and located in a reinvestment zone less the tax increment base of the unit. The tax increment base of a taxing unit (the "Tax Increment Base") is the total appraised value of all real property taxable by the unit and located in a reinvestment zone for the year in which the zone was designated. In the case of the Zone, the Tax Increment Base is the total appraised value of all real property in the Zone taxable by the relevant Participants as of January 1, 2000. Tax Increments result only from Captured Appraised Value in the Zone, which consists of 1,947.0138 acres, approximately 542.8184 of which is publicly owned and not taxable. Exhibit A shows (a) the Tax Increment Base of the Zone, (b) the current (as of the date of this Plan) total appraised value of taxable real property in the Zone and (c) the estimated captured appraised value of the Zone during each year of its scheduled existence. Pursuant to separate Interlocal Agreements between the City and each of the County, the College, and the Hospital District, respectively (the "Interlocal Agreements") the Participants have agreed to deposit all or a portion of their Tax Increments to the Tax Increment Fund. The City, the County, and the Hospital District have agreed to deposit to the Tax Increment Fund 100% of their tax collections on Captured Appraised Value inthe 5 Zone for each tax year that the Zone remains in existence, commencing in tax year 2000. The College has agreed to deposit to the Tax Increment Fund 100% of the its Tax Increments for the first five years (2000-2004) of the Interlocal Agreement, 80% for the sixth year (2005), 60% for the seventh year (2006), 40% for the eighth year (2007), 20% for the ninth year (2008), and none thereafter. The amounts the Participants have agreed to deposit to the Tax Increment Fund are referred to herein as the "Dedicated Tax Increments." The obligations of the Participants to pay Dedicated Tax Increments into the Tax Increment Fund are subject to the rights of any of the holders of bonds, notes or other obligations that have been or are hereafter issued by a Participant that are payable from and secured by a general levy of ad valorem taxes throughout the taxing jurisdiction of that Participant. North Padre Island Development Corporation The Issuer The Issuer is a not-for-profit local government corporation and was established by the City under the provisions of Chapter 431, Texas Transportation Code, and the general laws of the State of Texas to aid, assist, and act on behalf of the City in the performance of the City's governmental functions and to provide a means of financing certain Project costs in connection with the Zone. It is governed by a Board of Directors, whose members are appointed by the City Council. On December 17, 2002, the City Council of the City appointed all of the members of the City Council to serve as members of the Corporation. The Bonds It is anticipated that three series of bonds will be issued by the Issuer to finance the initial costs of the Project. The first series of bonds is anticipated to be issued in the spring of 2003 (the "Series 2003 Bonds"), in comedian with the implementation of this Plan. Should bonds be issued to fund the costs of maintenance dredging, it is anticipated that funds for such use would be included in the third series of bonds to be issued. The Series 2003 Bonds are the first issue of bonds (the "Tax Increment Contract Revenue Bonds") to be issued by the Issuer. The Tax Increment Contract Revenue Bonds, including the Series 2003 Bonds, are secured by the Issuer's pledge of payments to be received pursuant to a Tri -Party Agreement among the City, the Zone, and the Issuer (the "Tri -Party Agreement"). Under that agreement, the Contract Tax Increments will be paid into the Tax Increment Fund at the City's depository. The Bonds will fund a portion of the City's share of the Project Costs. Completion of the Project will require additional funding, which currently is anticipated to be provided through the issuance of additional bonds by the Issuer secured from Dedicated Tax Increments on parity with the Bonds. Secondary development improvements may also be financed from additional bonds. For the Issuer to be able to repay such additional bonds, substantial growth in the taxable values within the Zone must occur, and there is no guarantee that such growth will have been accomplished prior to the timing of funding the remaining phases of the development and carnpletion of the Project_ Growth in taxable values within the Zone is dependent on future development of additional taxable improvements. While the City expects that such additional improvements will be constructed if the Packery Channel is completed, there are approximately 1,838 tracts of land within the Zone owned by approximately 1,054 different owners, and neither the Issuer nor the City has any agreement with any landowner for construction of improvements within the Zone, or knowledge that any landowners intend to construct additional improvements. Without future development within the Zone, there can be no guarantee of additional Dedicated Tax Increments sufficient to pay debt service on bonds issued to finance the Project. A projection of the Project costs to be funded with bond proceeds and the sizing of the bond issues to fund those Project costs is set forth in Exhibit D. The Tri -Party Agreement 6 The City, the Zone and the issuer will enter into the Tri -Party Agreement. Pursuant to the Tri -Party Agreement, the Issuer will provide certain management and administrative services for the Zone. The Issuer is authorized to issue bonds or enter into other obligations to be repaid from Contract Tax Increments but only with the approval of the City Council. The Issuer agrees to use all Contract Tax Increments in a manner consistent with the Plan. The Tri -Party Agreement provides for duties and responsibilities of the City with respect to Dedicated Tax Increments and provides for duties and responsibilities of the Zone with respect to Dedicated Tax Increments. The Dedicated Tax Increments are to be deposited when received into the Tax Increment Fund. The City and the Zone will covenant and agree that they will continuously collect the Dedicated Tax Increments from the Participants in the manner and to the maximum extent permitted by applicable law. To the extent the City and Zone may legally do so, they also will covenant and agree that they will not permit a reduction in the Dedicated Tax Increments paid by the Participants. The City will covenant and agree to annually levy, assess and collect its ad valorem taxes in the Zone. The City and the Zone will agree to pay to the Issuer the Contract Tax Increments in consideration for the Issuer funding certain of the Project costs with the proceeds of the Tax Increment Contract Revenue Bonds. The obligations of the City and the Zone to pay Contract Tax Increments shall be subject to the Tri -Party Agreement and the rights of any of the holders of bonds, notes or other obligations that have been or are hem issued by the City, the County, the College, or the Hospital District that are payable from and segued by a general levy of ad valorem taxes throughout the taxing jurisdiction of the City, County, College, or Hospital District. It is anticipated that the interests of the Issuer in the Tri -Party Agreement will be assigned to the Trustee for the Tax Increment Contract Revenue Bonds under the terms of the Indenture pursuant to which such Tax Increment Contract Revenue Bonds are to be issued. The Tri -Party Agreement may be amended with the mutual consent of the parties; however, any amendment must be accompanied by an opinion of counsel to the Issuer to the effect that such amendment will not materially impair the rights of the owners of the Issuer's bonds or other outstanding obligations. 7 Reinvestment Zone Number Two City of Corpus Christi, Texas EXHIBIT A Forecast of Potential TIF Revenue Flow on North Padre Island (Final Report) Dated: August 2002 ERA Project Number: 14663 Final Report Forecast of Potential TIF Revenue Flows on North Padre Island Submitted to: The City of Corpus Christi August 2002 ERA Project Number: 14663 FRA TABLE OF CONTENTS General Limiting Conditions iv Introduction 1 Approach 2 Participating Jurisdictions 3 Methodology 3 TIF REVENUE ANALYSIS 5 Summary 5 Real Estate Market Discussion 5 TIF Waterfront Properties 2002 6 Growth Rates 10 Padre Island 10 TIF Revenue Conclusions 11 CRA List of Tables and Exhibits Table 1. Taxable Value of Land & Improvement, 2 TIF District - 2000 2 Table 2. Tax Rates for Participating Jurisdictions 3 Table 3. Waterfront Properties by Location and Value within the TIF District 6 Table 4. Average Assessed Land Value by Location 7 Table 5. Average Condominium Assessed Value by Water frontage 8 Table 6. Condominium Properties in the TIF District 8 Table 7. Lake Padre Properties by Tax ID 9 Table 8. Other Non -Exempt Water Front Properties 9 Table 9. Exempt Properties 10 Table 10. Padre Island Growth Rates by Location — 1992-2002 10 Table 11. Scenario 1. TIF District Taxable Value and Revenue, 2001— 2022 11 Table 12. Scenario 2. TIF District Taxable Value and Revenue, 2001— 2022 11 Exhibit 1. TIF Revenue Schedule, Scenarios 1 and 2 12 Table 13. TIF Taxable Value and Tax Revenue Schedule, Scenarios 1 and 2 ($000s) 13 TIP Analysis for North Padre Island — Flnal Page ili GENERAL LIMITING CONDITIONS Every reasonable effort has been made to ensure that the data contained in this study reflect the most accurate and timely information possible, and they are believed to be reliable. This study is based on estimates, assumptions and other information developed by Economics Research Associates from its independent research effort, general knowledge of the industry, and consultations with the client and the client's representatives. No responsibility is assumed for inaccuracies in reporting by the client, the clients agent, and representatives or any other data source used in preparing or presenting this study. No warranty or representation is made by Economics Research Associates that any of the project values or results contained in this study will actually be achieved. Possession of this study does not carry with it the right of publication thereof or to use the name of "Economics Research Associates" in any manner. No abstracting, excerpting, or summarization of this study may be made. This study may not be used for purposes other than that for which it is prepared. Exceptions to these restrictions may be permitted after obtaining prior written consent from Economics Research Associates. This study is qualified in its entirety by, and should be considered in light of, these limitations, conditions and considerations. INTRODUCTION Economics Research Associates (ERA) was engaged to provide the City of Corpus Christi with estimates of tax increment revenues in the proposed North Padre Island Tax Increment Finance (TIF) district. ERA understands that estimated future tax revenues from the district will be targeted to fund a portion of the development cost of funding the North Padre Island Damage Reduction and Environmental Restoration Project. This forecast makes use of data provided by the City of Corpus Christi and the Nueces County Appraisal District covering property tax rates, assessed values, and actual historic taxes paid for the defined TIF district. Data from these sources have been assessed to generate a reasonable estimate of potential tax increment revenue. This report is independent from an earlier report prepared by ERA in the year 2000. This report does not assume any major development in North Padre Island and uses a different methodology to forecast tax revenue in the TIF District. Some numbers are rounded and might differ from the original database. Although every possible effort has been made to present correct information, some errors might be present due to handling of large data sets in a short time period. However, ERA believes that the results are reasonable and concur with the data available. ERA would like to thank all staff members at the City of Corpus Christi and the Nueces County Appraisal District for providing us with data in timely fashion that ensured preparing a comprehensive report. TRA APPROACH The approach followed by ERA first defines the current baseline assessed and taxable value of the proposed TJ E district, using assessment information for land and improvements provided by officials with the City of Corpus Christi and the Nueces County Appraisal District. ERA understands that the base year for the district is calendar year 2000. From this base year value, ERA generates two sets of TIF revenue inputs: • Forecast growth in the taxable value of currently existing buildings and vacant land in the district over a 20 -year period using constant growth rate for all types of properties. • Forecast growth in the taxable value of currently existing land and development in the district using variable growth rates based on location within the district. Growth in assessed values and taxes paid for current improvements and vacant land, as well as new development, beyond levels defined in the base year constitute the increment in property tax revenue that can be captured for potential use in the Packery Channel project. Working with officials at the Nueces County Appraisal District, City officials provided ERA with year 2000 assessed and taxable values for all land and improvements in the proposed TIF district. The following table indicates that the district currently contains vacant land and improvements amounting to $85,870,603 in taxable value. The table breaks down values between home site and non -home site land and improvements, as well as exemptions and adjustments, to arrive at a total taxable value. Exemptions and adjustments are made for homestead, disabled individuals and veterans, and people over 65. Preliminary assessments for 2001 are $98,153,611 and for 2002 $107,588,794. Table 1, Taxable Value of Land & Improvement, TIF District - 2000 Category Valve Land—Home Site $5,491,354 Land — Non -Home Site $23,947,556 Improvements —Home Site $42,200,590 Improvements —Non -Home Site $17,684,297 Sub -Total $89,323,797 Exemptions & Adjustments $3,453,194 Total Taxable Value $85,870,603 Source: Nueces County Appraisal District Looking further at the above table, ERA determined that home site improvements include single-family homes as well as higher -density condominium projects on the seawall. This distinction is important because home site land accounts for only 18% of total land assessed value, but home site improvements account for 70% of total improvements. Participating Jurisdictions Four jurisdictions are contributing 100% into the tax increment fund for the whole period starting in 2001 through 2022. One jurisdiction, Del Mar Jr, College, is contributing 100% into the tax increment fund for the first 5 years, 80% for the sixth year, 60% for the seventh year, 40% for the eighth year, 20% for the ninth year and 0% thereafter. Three jurisdictions will not participate: Flour Bluff Independent School District (ISD), Port of Corpus Christi and Fire District #2. The following table shows tax rates schedule per $100 of taxable value. Table 2. Tax Rates for Participating Jurisdictions Jurisdictions Providing ALL 2001-2005 2006 2007 2008 2009 2010-2022 Increment Jurisdictions City of Corpus Christi Farm to Market Rd. County Hospital Del Mar Jr. Collage Nueces County Port of Corpus Christi Flour Bluff ISD Fire District #2 0.644175 0.005238 0.228028 0.21988 0.350242 0.002117 1.526197 0.022200 0.644175 0.005238 0.228028 0.21988 0.350242 0.644175 0.644175 0.005238 0.005238 0.228028 0.228028 0.175904 0.131928 0.350242 0.350242 0.644175 0.005238 0.228028 0.087952 0.350242 0.644175 0.644175 0.005238 0.005238 0.228028 0.228028 0.043976 0 0.350242 0.350242 TOTAL 2.998077 1.447563 L40359 1.359611 1.31564 1.27166 1.227683 Note: Assuming tax rates do not change Eaumg: Nueces County Appraisal District, City of Corpus Christi Regarding the above tax rates, local officials indicated that they did not expect to see unusual growth in the above tax rates in the near future. Following standard TIF modeling guidelines, ERA has taken the above tax rates and held them constant for the duration of the 20 -year TIF model. With tax rates held constant, key drivers of the forecast become rates of appreciation for existing improvements and vacant land. Methodology In order to estimate a reasonable tax revenue flow, ERA made the following assumptions: • Base tax year is 2000 • 2002 tax rates for each participating jurisdiction are assumed fixed for the whole period (through 2022) • Tax increment fund starts in 2001 • End of TIF district is 2022 • Packery Channel will be completed in 2004 • The TIF district tax revenue flow is completely independent of any potential major development that could potentially have a great impact on other developments and land value. • First to Increase: Value of land and current developments with water frontage in the District excluding beach properties will be the first to increase in value due to the opening of Packery Channel, as it would provide direct access to the Gulf of Mexico. • Magnitude of Increase: Water front properties (vacant land) in the District excluding beach properties will have the greater increase in value compared to properties without water frontage. It is assumed that the value will approach the value of vacant beach properties. Based on the above assumptions, ERA compiled data from the City of Corpus Christi and the Nueces County Appraisal District to estimate current land and improvement value by location in the District. Using Tax ID data, ERA aggregated properties based on their location by defining 4 distinct locations: • Beach • Lake Padre • Other water front properties • Non -water front properties After linking each property to a location, total assessed and taxable values were calculated for each location. Value comparison was established and was later used to estimate growth rates for properties within the District. ERA also aggregated all values of properties on North Padre Island for the past 10 years to estimate an average calculated average growth rate (CAGR) for the island. This CAGB was then applied in the forecast model. Tax rates from the participating jurisdictions were then applied to estimate tax revenue flows. TIF REVENUE ANALYSIS Summary Two scenarios were developed and are presented in this report. The first scenario applies an annual growth rate of 9% from 2003 through 2012, and 3% annual growth rate from 2013 through 2022 for all properties within the TIF District. The 9.1% annual growth rate represents the CAGR of the assessed values of all properties on Padre Island from 1992 through 2002. The second scenario applies different annual growth rates for each property type in the TIF district. Waterfront properties on Lake Padre, the canal and on the proposed Packery Channel are estimated to grow at an annual rate of 24% between 2003 and 2007. During the same period, Beach properties and non -waterfront properties are assumed to grow at 9.1%. From 2008 through 2022, all properties are estimated to grow at the inflation rate of 3% per annum. The 24% annual growth rate represents the estimated CAGR of the total taxable value of TIF properties within the five participating jurisdictions from 1996 through 2001. The two scenarios are conservative and do not assume any new development From 2001 through 2022 and using 2000 as the base year, the first scenario generates a total tax revenue of $63.4 million of which $38.9 million is the TIF revenue. The second scenario generates a total tax revenue of $55.9 million of which $3L3 million is TIF revenue. A detailed analysis follows. Real Estate Market Discussion Economics Research Associates conducted a number of telephone interviews with accredited realtors in Corpus Christi and Padre Island. The general consensus has been that over the past three years demand for good properties, defined as those in good repair, modern appliances, visually appealing and have good access, has increased remarkably. This increase in demand, the limited supply, and a strong market let to an increase in prices. The demand for weekend and seasonal homes from residents of large Texan cities, such as Dallas, Houston and San Antonio is also pushing prices upward. Aging baby -boomers and a healthy economy had lead to strong demand of retirement and seasonal homes in Padre Island. This demand has exceeded the markets ability to supply more housing units. Another factor in the escalation of price and demand is speculation regarding the Packery Channel, which would connect Lake Padre and the Packery Channel to the Gulf of OF Analysis for North Pocky Land — Final Page 5 Mexico. The Channel is perceived as a convenient way to provide access to the Gulf of Mexico from Lake Padre and the intercoastal areas. Some realtors indicated that Lake Padre properties would be more attractive to sailing enthusiasts that would need to be east of the 22 -foot bridge to benefit from the Channel. This is assuming a marina is developed on Lake Padre. Properties without water access, known among realtors as dry or interior properties, on Padre Island can demand a $10,000-$15,000 premium over comparable properties in the city. Some realtors indicated that the difference in price between water -accessible and dry properties on Padre Island is too great to characterize. When asked about Port Aransas and how the market compares to Padre Island. Most realtors indicated that properties in Port Aransas, 20 miles from Corpus Christi, are overpriced and are not comparable in quality. Realtors also indicated that Padre Island has strong attributes and character that would attract investors to develop resorts, something that Port Aransas lacks. TIF Waterfront Properties 2002 Using the micro level data (property tax records) obtained from the City of Corpus Christi and the Nueces County Appraisal District, ERA was able to compile waterfront properties in the TIF District by location and type. The TIF District has 1,930.08 acres with a total assessed value of $107.59 million in 2002. Approximately 51% of land have or will have (after the opening of the Packery Channel) water frontage or 977 acres. Approximately 203 acres or 21% of water front properties are exempt properties. The waterfront properties have a total assessed value of $65.1 million and a total taxable value of $60.6 million. The following tables show waterfront properties by location, land value, improvement value, total exemptions, taxable value, and acreage. Table 3. Waterfront Properties by Location and Value within the TIF District Type Acres Land Value Improvement Total Assessed Taxable Value Value Value Condos Beach 13.45 $2,450,499 828,962,543 $31,413,042 829,048,886 Across from the Beach 3.61 8281,352 83,902,799 $4,184,151 $3,533,871 Other - Lake Padre, Canal 10.93 81,459,001 $11,600,220 813,059,221 811,503,641 Lake Padre 470.66 84,591,013 8938,742 85,529,755 85,517,325 Beach 53.20 82,577,105 84,355,083 $6,932,188 $6,932,188 Exempt 202.86 8[1 $0 $0 80 Other 222.24 $2,517,234 $1,669,836 $4,187,070 84,054,928 TOTAL WATER PROPERTIES 976.95 $13,876,204 851,429,223 865,305,427 860,590,839 Soam: Nueces County Appraisal District, Economics Research Associates TIF Analysis for North Padre Island — Final Page 6 Most of the condominium properties are older developments dating to mid 1980s especially the ones with a beach frontage. Most of the properties on Lake Padre are parcels of vacant land. The other non -classified properties are parcels located on the Canal and what would be on the Packery Channel. Land value, as expected, increase as it approaches the Beach. The most expensive land parcels are those of condominium with beach frontage with over $180,600 per acre. The second highest, on average, are condominium properties on Lake Padre with $133,500 per acre followed by condominium properties located across from the Beach. As expected developed land, although with indirect beach frontage has more value than undeveloped beach parcels. It is plausible to assume that the value of land parcels with beach frontage would more than quadruple in value after it is developed. The following Table shows average assessed value per acre by location. Table 4. Average Assessed Land Value by Location Type Acres Average Land Value (S/Acre) Waterfront Prenerties Condos Beach 13.45 $180,623 Across from the Beach 3.61 $77,840 Other - Lake Padre, Canal 10.93 $133,448 Lake Padre 470.66 $9,754 Beach 53.20 $48,442 Exempt 202.86 $0 Other 22224 $11,327 TOTAL WATER PROPERTIES 976.95 $17,897 Note: Total average land value excludes exempt properties Source: Nueces County Appraisal District, Economics Research Associates There are 16 condominium developments in the TIF district, of which four are located on the beach, three are located across from the beach and the remainder is located on Lake Padre, the canal and Packery Channel. The most expensive condominiums are those with a direct beach frontage. The following table shows average assessed value per condominium by water frontage location CRA Table 5. Average Condominium Assessed Value by Water frontage Type Total Condo Unita Average Condo Assessed Value Condos Beach Across from the Beach Other - Lake Padre, Canal 324 115 399 $96,305 836,384 832,730 Source: Nueces County Appraisal District, Economics Research Associates The following table shows condominium properties by location, acreage, number of units, and average condominium assessed value. Table 6. Condominium Properties in the TIF District Property Name Water Frontage Location Acreage Total Total Land Improvements Value Total Total Number Avg. Assessed Taxable of Units Condo Value Value Value El Constante Beachfront 3.05 $531,178 $5,317,124 Padre Island- Beachfront 4.78 8885,669 813,272,754 Gulfsh+esm La Casa Del Sol Lake Padre 0.70 $94,134 $889,071 Lakeshore Villas Lake Padre 1.26 8153,552 $1,586,544 Leeward Isles Lake Padre 2.58 $168,810 82,761,688 Leeward Cove Lake Padre 0.61 875,632 $585,521 Lorimar Place Canal -2 0.43 $71,650 $303,335 blocks from beach Mystic harbor Parlcr iy 0.94 $122,904 Channel Seahorse Across the 1.03 878,814 street from Beach Nautilus Galleria Across the 1.03 867,502 $1,219,289 street from Beach Pirates Crossing & Lake Padre 0.53 8184,591 81,233,405 Seascape Villa Portofino Beachfront 2.31 $483,538 $5,372,008 Mariners Cay Canal - 2 3.51 8539,544 $2,497,196 blocks from beach Padre Island - Across the 1.55 8135,036 $1,494,152 Surfside street from Beach Padre Isle - Island Beachfront 3.31 $528,142 $4,812,272 House Sand Dollar Canal 0.37 $48,184 S558,458 $5,848,302 $5,581,554 $14,158,423 $13,239,239 $983,205 $1,740,096 82,930,498 $661,153 $374,985 8983,205 $1,459,835 $2,897,168 $646,153 $374,985 $1,185,002 $1,307,906 $1,175,954 $1,189,358 $1,268,172 $1,017,892 $1,286,791 $1,051,791 $1,417,996 $1,337,959 $5,855,546 85,130,665 $3,036,740 82,261,740 $1,629,188 81,464,188 $5,340,414 $5,097,429 8606,642 $366,642 69 884,758 130 $108,911 24 $40,967 24 $72,504 87 $33,684 16 $41,322 10 $37,499 32 $40,872 26 $48,776 45 $28,595 36 $39,389 53 $110,482 136 $22,329 44 $37,027 72 $74,172 34 $17,842 Total 27.99 84,168,880 $44,277,177 $48,446,057 $44,086,398 838 $57,812 Source: Nueces County Appraisal District, Economics Research Associates CRA Beach properties other than condominiums are made up of 31 vacant parcels and one developed parcel which is the Holiday Inn with an assessed value of $4.5 million. There are 12 vacant parcels that range in size from one to approximately seven acres with the largest being 6.98 acres. Most of the remainder parcels are approximately half an acre. There are 10 (0.51 acres) parcels that are valued at $56,250 each or an average of $110,294 per acre. These are the most valued parcels on the beach. The next three tables summarize properties by Tax ID. The first table lists all properties on Lake Padre, the second table shows all other (Canal, Packery Channel, non -classified) water front properties that are non-exempt and the last table shows all exempt properties. Table 7. Lake Padre Properties by Tax ID TAX ID Total Land Total Value improvements Total Total Acreage Assessed Taxable Value Value 6180- 51,636,741 6185- 51,136,341 6175- 5225,114 6125- 51,309,302 6195- $283,515 5820,671 $2,457,412 52,444,982 20.85 50 51,136,341 51,136,341 23.75 565,880 5290,994 5290,994 5.01 552,191 51,361,493 $1,361,493 286.05 50 5283,515 5283,515 135 Total 54,591,013 $938,742 55,529,755 55,517,325 470.66 Source: Nueces County Appraisal District, Economics Research Associates Table 8. Other Non -Exempt Water Front Properties TAX ID Total Land Total Total Value Improvements Assessed Value Total Acreage Taxable Value Legal Description 3730- 5152,759 4793- 5791,199 6170- 5584,752 6205- 5735,000 1115- 5174,019 5111,409 5276,447 50 SO 50 5264,168 $1,067,646 5584,752 5735,000 5174,019 5264,168 51,067,646 5584,752 5735,000 5174,019 1717- 579,505 51,281,980 51,361,485 51,229,343 8.05 Island Fairway Estates 6.75 Mariners Cay Lots 7.58 PADRE ISLAND SEC B 60 PADRE ISLAND SEC 18 138.86 BRYAN WM SUR. 606 LS 64, 129.964 ACS ICL 1.00 Compass Townhomes - 13 units Total 52,517,234 51,669,836 54,187,070 54,054,928 222.24 So^ urce: Nueces County Appraisal District, Economics Research Associates CRA Table 9. Exempt Properties TAX ID Name Acreage 111500000010 STATE OF TEXAS 138.87 111500000050 STATE OF TEXAS 4.03 373000030050 FLOUR BLUFF IND SCHOOL DI 6.5 616500451400 CITY OF CORPUS CHRISTI 3.46 619000000005 STATE OF TEXAS 0 625200000010 NUECES CO 20 625200000020 NUECES COUNTY TRUSTEE 30 Total 202.86 Sourc*: Nueces County Appraisal District, Economics Research Associates Growth Rates Using available data, ERA conducted trend analysis for various areas to establish a trend in property growth rates on Padre Island and in the participating jurisdictions. These growth rates are later used in the forecast models to estimate TIF revenue. Padre Island Using micro level data, ERA compiled the assessed values for all properties in North Padre Island from 1992 to 2002. In 1992, total assessed value for properties on Lake Padre and on the beach were high and decreased in the following years. This is the main reason for the negative CAGR for beach properties and the small figure (less than one percent) for Lake Padre properties for the 10 -year period. North Padre Island, in total, including waterfront and non -waterfront properties had a CAGR of 9.1%, i.e., properties grew on average 9.1% per year between 1992 and 2002. The following table summarizes growth rates for Padre Island by location of properties. Table 10. Padre Island Growth Rates by Location — 1992-2002 Year Padre Island Waterfront Lake Beach Other Non - (All Properties) Condos Padre Waterfront Waterfront CAGR 1992-2002 9.10% 5.99% 0.77% -3.96% 2.03% 10.19% CAGB 1993-2002 10.14% 7.27% 5.45% -2.30% 2.39% 11.06% Source: Nueces County Appraisal District, Economics Research Associates CRA TIF Revenue Conclusions The following tables summarize the TIF District's estimated taxable value, grand total tax revenue and the incremental tax revenue from 2001 through 2022. Scenario 1 reflects an overall average annual growth rate of 9.1% from 2003 through 2012 and an annual growth rate of 3% from 2013 onwards. Scenario 2 reflects annual increase in taxable value of 24% for properties on Lake Padre and other water front properties excluding beach properties. Beach properties, existing condominium properties and properties without water frontage increase 9% in taxable value from 2003 through 2007 and 3% from 2008 onwards. Table 11. Scenario 1. TIF District Taxable Value and Revenue, 2001— 2022 2001-2005 2006-2010 2011-2015 2016-2020 2021-2022 Taxable Value $590,873,474 $909,709,774 51,300,406,021 $1,523,320,994 $675,226,929 Grand Total Tax Revenue $8,553,266 $11,899,730 515,964,864 $18,701,553 $8,289,646 Incremental TIF Revenue $2,338,110 $6,251,011 $10,693,770 $13,430,459 $6,181,209 Accumulated TIF Revenue $2,338,110 $8,589,122 $19,282,891 832,713,350 $38,894,559 SaurQe: City of Corpus Christi, Nueces County Appraisal District, and Economics Research Associates Table 12. Scenario 2. TIF District Taxable Value and Revenue, 2001— 2022 2001-2005 2006-2010 2011-2015 2016-2020 2021-2022 Taxable Value 5601,808,948 $912,635,163 $1,072,871,721 $1,243,752,371 $551,305,402 Grand Total Tax Revenue 58,711,564 $11,971,610 513,171,464 515,269,336 $6,768,283 Incremental TIF Revenue 52,496,408 $6,322,891 57,900,370 $9,998,242 $4,659,845 Accumulated TIF Revenue 82,496,408 $8,819,299 516,719,669 $26,717,912 $31,377,757 Source: City of Corpus Christi, Nueces County Appraisal District, and Economics Research Associates LRA The following exhibit shows the growth in the TIF revenue from both scenarios. Exhibit 1. TIF Revenue Schedule, Scenarios 1 and 2 -..- 1 •.^6-0461 44154'2 I$2100 1 0 $1500 $1500 WOO 00 2001 2002 2003 2004 2005 2006 7007 2000 2009 2010 2011 2012 2015 2014 2015 2016 2017 2010 201! 2020 2031 2022 TIF Analysis for North Padre Island — Final Page 12 CRA The following table shows taxable values, grand tax revenue and incremental TIF revenue from the two scenarios in thousands of dollars. Table 13. TIF Taxable Value and Tax Revenue Schedule, Scenarios 1 and 2 - 2001-2022 ($000s) YEAR TAXABALE VALUE GRAND TAX TIF REVENUE REVENUE Scenario 1 Scenario 2 Scenario 1 Scenario 2 Scenario 1 Scenario 2 2001 $98,514 $98,514 $1,426 $1,426 $183 $183 2002 $107,589 $107,589 51,557 $1,557 $314 $314 2003 $117,376 $118,803 $1,699 $1,720 $456 $477 2004 $127,940 $131,379 $1,852 $1,902 $609 $659 2005 $139,455 $145,524 $2,019 $2,107 $776 $864 2006 5152,006 $161,483 52,134 $2,267 $928 $1,061 2007 $165,686 $179,546 $2,253 $2,441 51,085 $1,274 2008 $180,598 $184,932 $2,376 $2,433 $1,246 $1,303 2009 $196,852 5190,480 $2,503 $2,422 $1,411 $1,330 2010 $214,568 $196,194 $2,634 $2,409 $1,580 $1,354 2011 $233,880 $202,080 $2,871 $2,481 $1,817 $1,427 2012 $254,929 $208,143 $3,130 $2,555 $2,075 $1,501 2013 $262,577 $214,387 $3,224 $2,632 $2,169 $1,578 2014 $270,454 $220,819 $3,320 $2,711 $2,266 $1,657 2015 5278,567 $227,443 53,420 $2,792 $2,366 $1,738 2016 $286,924 $234,266 $3,523 $2,876 $2,468 $1,822 2017 $295,532 $241,294 $3,628 $2,962 $2,574 $1,908 2018 $304,398 $248,533 $3,737 $3,051 $2,683 $1,997 2019 $313,530 $255,989 $3,849 $3,143 $2,795 $2,089 2020 $322,936 $263,669 $3,965 $3,237 $2,910 $2,183 2021 $332,624 $271,579 $4,084 $3,334 $3,029 $2,280 2022 5342,603 $279,726 $4,206 $3,434 $3,152 $2,380 TOTAL $63,409 $55,892 54,999,537 $4,382,374 538,895 $31,378 Source: City of Corpus Christi, Nueces County Appraisal District, and Economics Research Associates Reinvestment Zone Number Two City of Corpus Christi, Texas EXHIBIT B Map: Existing Uses and Conditions in the Zone Padre Island Tax Incremen Financing District (TI I2lal l aaµuu a uu+uuupanl}n1r _..uw 1000 20H 300 i.-.. --. 1 Scare In Feet Copyright 1989-2001 City of Corpus Christi LEGEND Texas Nuece aunty TIF -Area (total acreage 193(M) ) — — Corpus Christi City limit Line - TIF Area Boundary line MU 15MAR01 City Of Corpus Christi, Planning Department Reinvestment Zone Number Two City of Corpus Christi, Texas EXHIBIT C Map: Proposed Improvements and Proposed Uses of Real Property In the Zone Padre Island Tax Increment Finance District OTIF Boundary ,,' , wow 4 _ Welland Vacant A. Orenapa Corridor MWiuin-0.neity Repels Mal High Danarly Residential Moab Horns 1 Public S«ni-Public Pro(asalonal Office Carnmercet lapin Industrial Low.Oenedy Residertl411 Heavy Industrial Source: Department of Development Services Reinvestment Zone Number Two City of Corpus Christi, Texas EXHIBIT D Project Costs and Estimated Cash Flows Reinvestment Zone Number Two City of Corpus Christi, Texas Packery Channel Project Costs and Funding Land, easements, ROW Demolition Utility relocation Site preparation Reach 2 Mobilization & demobilization Dredging Reach 1 Mobilization & demobilization Dredging Overdepth Placement in placement areas Concrete bulkheads Anchored concrete bulkheads Containment sheetpilelcap Sand bypass pipe Bridge scour protection Jetty construction Walkway curbing Concrete walkway Planning, engineering & design Construction management Maintenance dredging reserve(a) Mitigation costs Mollie Beattie monitoring Parldng lot(b) Parks & recreation center(b) Financing, contingency reserves & rounding Funding Sources Corps of Engineers Series 2003 Bonds Series 2004 Bonds Series 2005 Bonds UtlNty and Land Credit General Land Office Grant Surplus Tax Increments or Bonds(b) (a) (b) Total Zone Two Corps of Engineers 5236,200 20,834 104,073 74,219 486,881 602,939 1,348,383 2,912,120 425,236 483,774 1,382,386 2,369,894 0 0 321,421 743,041 9,738,800 0 1,502,309 2,737,680 1,817,640 1,400,000 1,250,000 541,000 750,000 2,000.000 1,410,683 $82,670 7,292 36,426 25,977 0 170,408 211,029 0 471,934 1,019,242 148,833 169,321 483,835 829,463 0 0 112,497 260,064 3,408,580 0 525,808 958,188 636,174 1,400,000 437,500 189,350 750,000 2,000,000 1,410,683 5153,530 13,542 67,647 48,242 0 316,473 391,910 0 878,449 1,892,878 276,403 314,453 898,551 1,540,431 0 0 208,924 482,977 6,330,220 0 976,501 1,779,492 1,181,466 0 812,500 351,650 0 0 $34,659,513 $15,745,274 118,914,240 2,500,000 4,300.000 4,330,000 340,273 1275,000 3,000,000 $2,500,000 4,300,000 4,330,000 340,273 1275,000 3,000,000 518,914,240 118,914,240 534,659,513 115,745,273 Manlntenance dredging reserve either to be flnanoed from the proceeds of Series 2005 Bonds or as funds become available from surplus tax increments, or a combination thereof. Parks & recreation center and parking lot to be Inanced as funding becomes available from surplus tax increments or bonds, or a combination thereof. 118,914,240 Reinvestment Zane Number Two Cly of Corpus Christi, Texas Rockery Channel Bond Fund Assumptions: Bonds Issued: COE - 50.0 million maintenance Ser 2003 - Mar 03 2,500,000 Tax Increment Baan: 83,018,076 City Matt Res from Bands 1,400,030 Ser 2004 - Jan 04 4,300,003 2002TotaI Appraised Value: 107,580,762 GLO Gree 1,275,000 Ser 2005 - Jan 05 4,330,000 2002 Net Appraeed Value 102,440,534 Maintenance annual In 200% 11,130,000 Interest Income: 1.85% Required end Fund Balance 3,000,000 Bad interest rade: 7.5096 Pledged Revenues Debt Service Funds Beginning Captured Value Bond Fund TIF Ending Available for FYE Tex Bond Fund Zane Fbei Protected TIF Interest Fees a Annual Cash Bond Fund Nlslftennnce 7A1 Year Belem* Property(a) Revenue (b) Earnings series 2003 Series 2004 Sires 2006 Total Expenses (c) Flow Balance Dredging 61,16168 15,000 168,106 769, 2002 2001 10,936,710 8 2003 2002 61,168 19,422,458 181,974 1,132 - - 2004 2003 229,274 32,933,000 477,000 4,242 194,792 - 194,792 15,000 563,750 15,000 89,513 271,450500,724 22 590,237 2005 2004 500,724 45,509,000 659,000 9,263 187,500 378,250 2006 2005 590,237 59,664,000 864,000 10,919 187,500 322,500 378,875 888,875 15,000 (28,956) 561,281 2007 2006 561,281 75,613,000 1,061,000 10,384 187,500 322,500 324,750 834,760 15,000 221,634 782,915 2008 2007 782,915 93,676,000 1,274,000 14,484 187,500 322,500 324,750 834,750 15,000 438,734 1,221,649 2009 2008 1,221,649 99,062,000 1,303,000 22,601 187,500 322,500 324,750 834,750 15,000 475,851 1,697,499 2010 2009 1,697,499 104,810,000 1,330,000 31,404 187,500 322,500 324,750 834,750 15,000 511,854 2,209,153 - 2011 2010 2,209,153 110,324,000 1,354,000 40,869 187,500 322,500 324,750 834,750 15,000 545,119 2,754,272 2012 2011 2,754,272 116,210,000 1,427,000 50,954 187,500 322,500 324,750 834,750 15,000 628,204 3,000,000 382,477 2013 2012 3,000,000 122,273,000 1,501,000 55,500 283,750 418,750 449,875 1,152,375 15,000 389,125 3,000,000 389,125 2014 2013 3,000,000 128,517,000 1,578,000 55,500 276,250 507,500 411,250 1,196,000 15,000 423,500 3,000,000 423,500 2015 2014 3,000,000 134,949,000 1,657,000 55,500 268,750 492,500 500,000 1,261,250 15,000 436,250 3,000,000 438,250 2016 2015 3,000,000 141,573,000 1,738,000 55,500 357,500 573,750 485,000 1,416,250 15,000 362,250 3,000,000 362,250 2017 2016 3,000,000 148,396,000 1,822,000 55,500 342,500 551,250 586,250 1,460,000 15,000 402500 3,000,000 402,500 2018 2017 3,000,000 155,424,000 1,908,000 55,500 327,500 625,000 640,000 1,592.500 15,000 356,000 3,000,000 356,000 2019 2018 3,000,000 162,663,000 1,997,000 55,500 312,500 595,000 610,000 1,517,500 15,000 520,000 3,000,000 520,000 2020 2019 3,000,000 170,119,000 2,089,000 55,500 393,750 661,250 676,250 1,731,250 15,000 398,250 3,000,000 398,250 2021 2020 3,000,000 177,799,000 2,183,000 55,500 371,250 720,000 735,000 1,826,250 15,000 397,250 3,000,000 397,250 2022 2021 3,000,000 185,709,000 2,280,000 55,500 445,000 675,000 786,250 1,906,250 15,000 414,250 3,000,000 414,250 2023 2022 3,000,000 193,856,000 2,380,000 55.500 415000 726,250 830,000 1,971,250 15,000 449,250 3,000,000 449.250 31,083,974 806,751 5,488,542 9,180,000 9,017,250 23,685,792 315,000 4,931,102 (a) Tax yeas 2031 & 2002 - Net Appraised Value lees Base Vette. All other years - ERA August 2002 report - Scenario 2, forecasted Total Appraised Values less ERA Base Value. (b) Souroe : FY 2003 - Adopted budget FY 2004 through FY 2029 - ERA August 2002 report - Scene 2 (c) Trustee/Paying Agent fees d 55,000 and TIRZ Administrative Expenses d 510,000 annually. Reinvestrnent Zone Number Two City of Corpus Christi, Texas Packery Channel Maintenance Dredging Costs AssumpMons: Required end Fund Balance 3,000,000 City Maint Res from Bonds t,400,000 Starting Maintenance Expense: 350,000 Maintenance annual incr. 2.00% Interest income: 1.85% Resources Available for Maintenance Dredging Start-up and Total Maintenance Maintenance Maintenance Available Ending FYE Tax Beginning Transfer from Interest Reserve from Total Dredging Less Balance After 7/31 Year Balance Bond Fund Earnings Bonds Available Expense Expenses City Advance City Advance 2002 2001 0 0 0 0 2003 2002 0 0 0 0 0 232,747 (232,747) 232,747 0 2004 2003 0 0 0 0 0 0 0 0 2005 2004 0 0 0 1,400,000 1,400,000 0 1,400,000 0 1,400,000 2008 2005 1,400,000 0 25,900 1,425,900 0 1,425,900 0 1,425,900 2007 2008 1,425,900 0 26,379 1,452,279 0 1,452,279 0 1,452,279 2008 2007 1,452,279 0 26,867 1,479,148 350,000 1,129,146 0 1,129,146 2009 2008 1,129,146 0 20,889 1,150,036 357,000 793,038 0 793,036 2010 2009 793,036 0 14,671 807,707 364,140 443,567 0 443,567 2011 2010 443,567 0 8,206 451,773 371,423 80,350 0 80,350 2012 2011 80,350 382,477 1,486 484,313 378,851 85,462 0 85,462 2013 2012 85,462 389,125 1,581 476,188 388,428 89,739 0 89,739 2014 2013 89,739 423,500 1,660 514,900 394,157 120,743 0 120,743 2015 2014 120,743 436,250 2,234 559,226 402,040 157,188 0 157,186 2018 2015 157,186 362,250 2,908 522,344 410,081 112,264 0 112,264 2017 2016 112,264 402,500 2,077 516,840 418,282 98,558 0 98,558 2018 2017 98,558 356,000 1,823 456,381 426,648 29,733 0 29,733 2019 2018 29,733 520,000 550 550,283 435,181 115,102 0 115,102 2020 2019 115,102 398250 2,129 515,482 443,885 71,597 0 71,597 2021 2020 71,597 397,250 1,325 470,172 452,782 17,409 0 17,409 2022 2021 17,409 414,250 322 431,981 461,818 (29,838) 29,838 0 2023 2022 0 449,250 0 449,250 471,054 (21,804) 21,804 0 4,931,102 141,008 1,400,000 6,756,497 284,387 MDN 2/20/03 Padre Island Tax Increment Finance District Source: Department of Development Services CITY OF CORPUS CHRISTI, TEXAS TIRZ #2 0 1,500 3,000 Printing Date: 8/26/2009 File: H:\PLN-DIR\SHARED\GIS Projects\Legal\TIRZ2\tirz2.mxd Prepared By: MikeN © City of Corpus Christi, Texas 6,000 Feet CITY OF CORPUS CHRISTI, TEXAS TIRZ #2 Current Land Use --*R7 co /HIT 1111111111111111111111 / Legend / TIRZ #2 Drainage Corridor Professional Office Current Land Use Park F.`:{:j Commercial / Vacant .„.............. Low Density Residential LJ Public -Semi Public; PSP / Water 7/" Medium Density Residential Light Industrial Natural Area High Density Residential Heavy Industrial / ai : Wetland Mobile Home / / 0 1,450 2,900 Printing Date: 8/26/2009 File: H:\PLN-DIR\SHARED\GIS Projects\Legal\TIRZ2\clu.mxd Prepared By: MikeN © City of Corpus Christi, Texas 5,800 Feet CITY OF CORPUS CHRISTI, TEXAS TIRZ #2 Zoning F-R/IO B=2A/I O7S P/97-09 R-2 � R-1 B/IO AfT/IO Al /I O �> B-2/10 •�� / 13'2A/IO/ R-1B/PUD-1110 BB2/10'�� B -2A/10 ; ; ! p A-I=`A� ;c 0 1,350 2,700 Printing Date: 8/26/2009 File: H:\PLN-DIR\SHARED\GIS Projects\Legal\TIRZ2\zoning.mxd Prepared By: MikeN © City of Corpus Christi, Texas 5,400 Feet CITY OF CORPUS CHRISTI, TEXAS TIRZ #2 Future Land Use //2 r�. Legend TIRZ #2 Future Land Use Conservation/Preservation Water Natural Area F & Wetland Vacant AR li7 Drainage Corridor Park Estate Residential li Low Density Residential f//' Medium Density Residential W, High Density Residential Mobile Home Professional Office I._1 Commercial Research/Business Park Tourism ▪ Public -Semi Public Light Industrial ▪ Heavy Industrial 0 1,375 2,750 Printing Date: 8/26/2009 File: H:\PLN-DIR\SHARED\GIS Projects\Legal\TIRZ2\flu.mxd Prepared By: MikeN © City of Corpus Christi, Texas 5,500 Feet NOT TO SCALE - PHASE 1 - SEAWALL PARKING LOT RESTROOMS - PHASE 2 - PACKERY CHANNEL PARKING & OVERLOOKS (NORTH & SOUTH SIDES) PHASE 3 - PACKERY CHANNEL RESTROOMS (NORTH & SOUTH SIDES) PHASE 4 - ADA RAMPS TO JETTIES (NORTH & SOUTH SIDES) PHASE 5 - PACKERY CHANNEL PAVILION (NORTHSIDE) PHASE 6 - ADMINISTRATION & MAINTENANCE BUILDING PHASE 7 - ADA PARKING LOT IMPROVEMENTS AT JETTIE RAMPS PACKERY CHANNEL SIX PACK PROJECT LOCATION MAP CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES PAGE: 1 of 1 DATE: 10/08/2013 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 28, 2017 Action Item for the City Council Meeting of April 11, 2017 DATE: March 3, 2017 TO: Margie C. Rose, City Manager THRU: Mark Van Vleck, 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: Daniel McGinn, AICP, Assistant Director of Environmental & Strategic Initiatives danielmc@cctexas.com (361) 826-7011 Jeff H. Edmonds, P.E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Professional Services Contract Amendment City of Corpus Christi Desalination Program (Capital Improvement Program) CAPTION: Motion authorizing the City Manager, or designee, to execute Amendment No. 3 to the professional services contract with Freese and Nichols, Inc. (FNI) of Corpus Christi, Texas in the amount of $1,202,750 for a total restated fee of $2,268,784 for the City of Corpus Christi Desalination Program for variable salinity desalination pilot implementation. (Capital Improvement Program) PURPOSE: The purpose of this agenda item is to obtain authority to execute an amendment to the professional services contract. BACKGROUND AND FINDINGS: CIP Description: City of Corpus Christi Desalination Program The City of Corpus Christi Desalination Program is a progressive and proactive step to begin determining the feasibility of developing a drought -proof future water supply using brackish groundwater and seawater. The City of Corpus Christi has secured grant funds from the U.S. Department of Interior Bureau of Reclamation (Bureau of Reclamation) to assist with this project and will have expert technical resources with Bureau of Reclamation providing their experience and guidance. The City has already secured $400,000 in grant funding for this project from Bureau of Reclamation. This program will provide the City with the reliability, security, sustainability and availability of brackish groundwater and seawater as possible future water sources. Project Scope: The Desalination Program consists of three phases: 1) Pilot Study Grant Application and Award, 2) Pilot Demonstration Plant Site Selection and Study, and 3) Variable Salinity Desalination (VSD) Pilot Implementation. Phase 1: Pilot Study Grant Application and Award (Complete) In June 2013, the City administratively awarded FNI the initial contract to develop an innovative desalination pilot project and assist the City in responding to a grant application offered by the Bureau of Reclamation that would provide funding and federal technical assistance in developing a desalination pilot study assessment. Because of their unique agency relationships and long standing technical expertise, combined with a short deadline to respond to the federal funding Bureau of Reclamation invitation, the City selected FNI as the consultant to aid and assist City future efforts with Bureau of Reclamation on the proposed desalination pilot program. The grant application was successful and $400,000 was awarded to the City for Phase 3 of the project. Award of the grant by Bureau of Reclamation completes Phase 1. Phase 2: Pilot Demonstration Plant Site Selection and Study (Complete) In April 2014, the City Council awarded Amendment No.1 to FNI for the VSD pilot site selection (Phase 2) that was completed in December 2016. The deliverables of Phase 2 include the following four technical memoranda (TM) for implementation of the pilot study. • TM No. 1 - Desalination Technology Research • TM No. 2 - VSD Plant Siting Analysis • TM No. 3 - VSD Plant Technical Criteria • TM No. 4 - VSD Study Protocol (Texas Commission on Environmental Quality Permit Criteria) In July 2015, the City administratively authorized Amendment No. 2 to FNI for engineering analysis to assist the City in the decision-making process on how to proceed with potential water reclaimed project proposed by Valero. Phase 3: VSD Pilot Implementation (This Item) Contract Amendment No. 3 provides professional services to implement the VSD pilot demonstration (Phase 3). VSD pilot demonstration will validate the VSD technologies, equipment, and testing protocols. The engineer will prepare a final technical memorandum to document all testing data and findings from the twelve-month pilot operations, and provide engineering recommendations including various technologies assessments, economic analysis, and regulatory compliance leading to a full size desalination plant for the City. The major activities of the VSD pilot implementation include Pilot Plant Design, VSD Equipment Lease, Pilot Site Construction and Equipment Installation, VSD Pilot Implementation, Pilot Plant Disassembly, and Final Technical Memorandum. This contract amendment with FNI includes the following services: 1. Contract Administration, Project Management, Public Outreach, etc. 2. Design Phase Service FNI will prepare construction bidding documents to select a general contractor for site preparation, utility connections, desalination equipment installation and demolition. Also FNI will assist the City in lease agreements with desalination equipment vendors. 3. Procurement and Bid Phase Services 4. Permitting Services 5. Services for Construction, Startup and Operations FNI will provide technical support during construction phase at the request of City Project Manager, and one full-time employee to monitor and support the twelve-month pilot operations. 6. Final Technical Memorandum Except item five, all services are fixed prices in this contract. Item five is based on time and materials for technical support as needed. ALTERNATIVES: 1. Authorize the execution of the contract amendment. (Recommended) 2. Do not authorize the execution of the contract amendment. (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 2016-2017 Project to Date Expenditures Current Year Future Years TOTALS Operational 101,900 101,900 Line Item Budget (CIP) 645,800 1,511,700 2,800,000 4,957,500 Bureau of Reclamation Grant 400,000 400,000 Encumbered / Expended Amount 747,700 747,700 This Item 1,202,750 1,202,750 Future Anticipated Expenditures This Project 708,950 2,736,618 3,445,568 BALANCE 0 0 63,382 63,382 Fund(s): Water Supply CIP #2 Comments: This project requires approximately 840 days with anticipated completion in July 2019. Amendment No. 3 will result in the expenditure of an amount not to exceed $1,202,750. RECOMMENDATION: City Staff recommends approval of Amendment No. 3 to the professional services contract with Freese and Nichols, Inc. (FNI) of Corpus Christi, Texas in the amount of $1,202,750 for a total restated fee of $2,268,784 for the City of Corpus Christi Desalination Program. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Contract Form 1295 ESTIMATED PROJECT BUDGET City of Coprus Christi Desalination Program FUNDS AVAILABLE: Water Operatational 101,900 Bureau of Reclamation Grant 400,000 Raw Water Supply 2,157,500 Raw Water Supply (Future) 2,800,000 Total $5,459,400 FUNDS REQUIRED: Phase 1: Pilot Study Grant Application Engineer Fees 98,848 *Engineer (Freese and Nichols, Inc.) 49,348 **Engineer (INTERA, Inc.) 49,500 Total Reimbursements. 3,084 Contract Administration (Engineering Svcs Admin/Capital Budget/Finance) 1,110 Engineering Services (Project Mgmt/Constr Mgmt) 1,727 Misc 247 TOTAL 101,932 Phase 2: Pilot Demonstration Plant Site Selection and Study Engineer Fees 1,016,686 ***Amendment No. 1 (Freese and Nichols, Inc.) 966,699 TM -1 Desalination Technology Research 180,250 TM -2 Plant Siting Analysis 224,709 TM -3 Plant Technical Criteria (Program Development) 194,073 TM -4 Study Protocol (TCEQ Permit Criteria) 120,292 Communicatios and Outreach and Funding Applications 157,375 Groundwater Engineer (Site Specific Evaluation) 90,000 ****Amendment No. 2 (Freese and Nichols, Inc.) 49,987 Olivarri & Associates, Inc 32,000 Total Reimbursements. 72,650 Contract Administration (Engineering Svcs Admin/Capital Budget/Finance) 26,000 Engineering Services (Project Mgmt/Constr Mgmt) 32,000 Misc 14,650 TOTAL 1,121,336 Phase Three: Variable Salinity Desalination Pilot Implementation Engineer Fees 1,202,750 Amendment No. 3 (Freese and Nichols, Inc.) THIS CONTRACT 1,202,750 Equipment Procurement & Installation Estimate 1,150,000 Site Work Construction 900,000 Operations 400,000 Laboratory Testing 150,000 Contingency 260,000 Total Reimbursements. 110,000 Contract Administration (Engineering Svcs Admin/Capital Budget/Finance) 25,000 Engineering Services (Project Mgmt/Constr Mgmt) 70,000 Misc 15,000 TOTAL 4,172, 750 TOTAL PROJECT EXPENDITURES $5,396,018 ESTIMATED PROJECT BUDGET BALANCE $63,382 Corpus Christi International Airport PROJECT LOCATION LOCATION MA P NOT TO SCALE Project Number: E13063 CITY OF CORPUS CHRISTI DESALINATION PROGRAM CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT CF ENGINEERING SERVICES CITY OF CORPUS CHRISTI AMENDMENT NO. 3 CONTRACT FOR PROFESSIONAL SERVICES 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 City of Corpus Christi Desalination Program (Project No. E13063): Original Contract June 25, 2013 Administrative Approval $49,348 Amendment No. 1 April 29, 2014 Ordinance No. 030173 $966,699 Amendment No. 2 July 27, 2015 Administrative Approval 49,987 Exhibit A, Section I. Scope of Services shall be amended as set forth in the attached Amendment No.3, Exhibit A. Exhibit A, Fees Section shall be amended based on the modified scope of services in the attached Amendment No. 3, Exhibit A for a fee not to exceed $1.202,750, for a total restated fee not to exceed $2.268,784. AH other terms and conditions of the June 25, 2013 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 FEESE D NICHOLS, INC. Jeff H. Edmonds, P.E. Date Ron Guz an, P.E. Date Director of Engineering Services Principal 800 N. Shoreline, Suite 1600N Corpus Christi, TX 78401 APPROVED AS TO LEGAL FORM (361) 561-6500 Office (361) 561-6501 Fax Assistant City Attorney Date ATTEST City Secretary Date Project Number E13063 Accounting Unit 4481-072 Account 550950 Activity E13063-01-4481 EXP Account Category 50950 Fund Name RW Supply CIP K ENGINEER NG DATAEXCHANGEUENN FERIWATER\E13063 CITY OF CC DESALINAT ON PROGRAM\FNMMENDMENT NO 3\CONTRACT\CONTRACT2 DOC REV 10/1/15 R rENNICNOLS Innovative approaches Practical results Outstanding service 800 N. Shoreline Blvd., Suite 1600N • Corpus Christi, Texas 78401 • 361-561-6500 • fax 361-561-6501 February 20, 2017 Mr. Jeffrey H. Edmonds, P.E. Engineering Services City of Corpus Christi 1201 Leopard St. Corpus Christi, Texas 78401 Re: City of Corpus Christi Desalination Program City Project No. E13063 Amendment No. 3 Dear Mr. Edmonds: www.freese.com Freese and Nichols, Inc. (FNI) is pleased to submit our proposal for Contract Amendment No. 3 (City Project E13063) for the City of Corpus Christi Desalination Program. Desalination Program Phase 1 was focused on funding and partnership with the U.S. Bureau of Reclamation (Reclamation). Phase 2 was titled, "Desalination Technology Research and Demonstration Plant Site Selection." These two phases are complete. As noted in Contract Amendment No. 1 to City Project E13063, Phase 3 is defined as the Variable Salinity Desalination Pilot Study and includes Protocol Development, Demonstration Plant Implementation, Technology Testing, Data Collection, and Reporting. Phase 3 was initiated under Amendment No. 1 with the development and completion of TM #3 — Variable Salinity Desalination Demonstration Technical Criteria and TM #4 — Variable Salinity Desalination Demonstration Protocol. Phase 3 may now continue through this Contract Amendment No. 3 and progress to Demonstration Implementation, Technology Testing, and Data Collection. Per Reclamation, Grant Funds reimbursement may be applied for work performed under Phase 3 contract scope. Six major project components will be covered under this Contract Amendment. 1. Contract Administration, Project Management, Public Outreach, etc. a. Including meetings, coordination efforts, Public Outreach, Quality Control, and miscellaneous tasks defined in the detailed scope of services. 2. Design Phase Services a. Including preparation of a bid package to select a General Contractor for the site preparation, utility connections, desalination equipment installation and integration, and disassembly at the end of the Pilot Project. b. Including development and delivery of Process and Instrumentation Diagrams (P&IDs) for the proposed VSD process. c. Including coordination, finalization, and facilitation of agreements for leased pilot equipment. 3. Procurement and Bid Phase Services a. Including providing assistance to the City in evaluating bids and providing a recommendation of award to the City. Amend. No. 3 Exhibit A Page 1 of 10 4. Permitting Services a. Including necessary coordination and application for permits required for the implementation of the project. 5. Construction, Startup, and Operations a. Including startup assistance and trouble -shooting. b. Including 12 -months of operation of the pilot plant and implementation of the pilot protocol. c. Including sample collection and coordination. d. The City will be responsible for costs associated with laboratory analyses of samples. 6. Final Reporting Services a. Including development of the "Desalination Playbook" which will provide the City necessary tools and information to be equipped to make future decisions with respect to full scale desalination initiatives. b. Including process recommendations and sizing, detailed cost models, Desalination P&IDs, site selection criteria and recommendations, and schedule for implementation. Phase 3 — Design, Procurement, Implementation, and Reporting tasks are included in Contract Amendment No. 3 to the current project. The Contract Amendment No. 3 scope of work is defined here. Phase 3 — Variable Salinity Desalination Protocol Development, Demonstration Plant Implementation, Technology Testing, and Data Collection BASIC SERVICES 1. CONTRACT ADMINISTRATION, PROJECT MANAGEMENT, PUBLIC OUTREACH, ETC. A. Meetings i. Kick-off Meeting (1) with the City ii. Up to twelve (18) coordination meetings with the City including Pilot Plant Progress and Data Collection Updates. iii. Up to four (4) coordination meetings amongst consultant team and Reclamation. iv. Up to nine (9) public outreach meetings, presentations, and/or plant tours. v. All meetings associated with the contract administration, project management, and public outreach will be approved by the City project manager before they are scheduled. B. Status Reports i. Provide a monthly status report to the City. This report shall include progress in the last month, anticipated progress for the upcoming month, upcoming submittals/milestones, upcoming meetings/workshops, data requests/project needs, and list of milestones denoting completion or notes for pending completion. C. Reclamation Coordination i. Coordinate with City and Reclamation to fulfill obligation tasks of Reclamation Grant for Phase 3 Variable Salinity Data Collection and Technology Testing reporting requirements. ii. Quarterly Performance Reporting (Progress reports including milestone date compliance, budget compliance and identification of potential issues and resolutions. iii. Quarterly SF425 Financial Reporting Amend. No. 3 Exhibit A Page 2 of 10 D. Communication and Outreach Support i. Provide technical information to support communication and outreach efforts by City. ii. Up to three (3) update presentations to the City Council and Staff. 2. DESIGN A. Provide coordination with electric and communication utility companies and private pipeline companies that may have existing facilities which must be relocated to accommodate the proposed improvements. B. Provide coordination with ongoing Harbor Bridge construction project with specific emphasis on the seawater intake alignment. C. 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). D. Prepare construction documents in City standard format for the work identified in the approved TM #3 and TM #4 documents. Construction plans will include improvements and/or modifications to the storm water, water and wastewater systems within the project limits. Include standard City of Corpus Christi detail sheets as appropriate. E. Prepare construction plans in compliance with City of Corpus Christi City Plan Preparation Standards and Contract Format (CPPSCF) using English units on digital format 22"x 34" plan sheets that can be reduced to 11"x 17". i. Prepare Traffic Control and Construction Sequencing Plans. The TCP will include construction sequencing, typical cross section and construction phasing plan sheets, warning and barricades, as well as standards sheets for barricades, traffic control plan, work zone pavement markings and signage. ii. Provide Storm Water Pollution Prevention Plan, including construction drawings, as necessary according to the area disturbed by construction activities. F. Furnish one (1) set of the interim plans (60% submittal - electronic full-size and half-size hard copies using City Standards as applicable) to the City staff for review and approval purposes with estimates of probable construction and pilot operation costs. Identify distribution list for plans and bid documents to all affected franchise utilities. G. The interim plans a "Plan Executive Summary" which will identify and summarize the project by distinguishing key elements and opinion of probable project costs. H. Hold Project 60% Workshop 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. I. Provide one (1) set of the final (100%) plans (unsealed and unstamped — electronic full- size and half-size hard copies using City Standards as applicable) for City's final review. 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 copies 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. Amend. No. 3 Exhibit A Page 3 of 10 K. Provide Quality Assurance/Quality Control (QA/QC) measures to ensure that submittal of the interim, pre -final (if required), and final complete plans and complete bid documents with specifications accurately reflect the percent completion designated and do not necessitate an excessive amount of revision and correction by City. 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. L. FNI will design the site civil improvements including grading, drainage, a site layout, a stormwater pollution prevention plan, and equipment pads necessary to assemble the pilot plant equipment and appurtenances. M. FNI will design the electrical improvements necessary to power the pilot plant equipment and appurtenances. N. FNI will develop and provide P&IDs for the pilot plant. 0. FNI will design the intake pipeline and intake screen, if applicable. P. FNI will design the discharge pipeline. 3. PROCUREMENT AND BID PHASE This scope of work assumes the procurement of this project will be conventional Design -Bid - Build. A. Assist in the negotiation of final lease agreements and terms for pilot equipment. B. Prepare a detailed list of materials and equipment to be furnished by the OWNER for the pilot test. C. Assist OWNER with advertisement, bid, and selection of OWNER's contractor. D. Participate in the pre-bid conference and provide a meeting agenda for critical construction activities and elements impacted by the project. E. Assist the City in solicitation of bids by identification of prospective bidders, and review of bids by solicited interests. F. 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. G. Attend bid opening, analyze bids, evaluate, prepare bid tabulation, and make recommendation concerning award of the contract. H. 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. I. Prepare PowerPoint presentation in City format for City Council Meeting. Amend. No. 3 Exhibit A Page 4 of 10 4. PERMITTING A. FNI will obtain and complete the necessary TCEQ Temporary Diversion Permit application. B. FNI will follow-up with TCEQ after submitting the application to answer questions and respond to requests for additional information after the TCEQ has declared the permit application administratively and technically complete. i. Follow up services during the TCEQ permit application processing period up to a total of 60 hours is included. The scope assumes that the application will be processed by the TCEQ as uncontested. If the permit becomes contested, additional effort would be necessary and is considered additional services. C. Request and coordinate with the TCEQ to obtain a letter of approval for discharge of the reconstituted desalination permeate and concentrate with the Broadway Wastewater Treatment Plant treated effluent. 5. CONSTRUCTION, STARTUP, OPERATIONS The services in this section will be provided on a Time and Materials Basis. For the construction phase, FNI will provide a full-time employee managing construction and installation at the request of the City Project Manager. During Pilot Operation, FNI will provide a full-time employee managing the pilot operations (40 hours per week). Additional technical support during construction, startup, and operations will be on-call based and approved by the City Project Manager. A. Coordinate with OWNER's contractor on submittal reviews and equipment delivery. B. Coordinate and oversee installation of pilot test equipment by OWNER's contractor. C. Participate in pre -construction meeting conference and provide a recommended agenda for critical construction activities and elements impacted the project. D. Review, Contractor submittals and operating and maintenance manuals for conformance to contract documents. E. 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. F. Make two visits to the site of the Project for each week of construction 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 task is separate from the project representative observation or continuous monitoring of the progress of construction. G. 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. H. Attend final inspection with City staff and provide the City with a Certificate of Completion for temporary pilot improvements and for the successful completion of the project. I. At the completion of the Pilot operations, coordinate with Owner, Manufacturers, and Contractor to perform disassembly, removal, and demolition of the pilot treatment works to restore pilot site to original condition and function. J. FNI will endeavor to protect Owner in providing these services however, it is understood that FNI does not guarantee the Contractor's performance, nor is FNI responsible for supervision of the Contractor's operation and employees. FNI shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by the Contractor, or any safety precautions and programs relating in any way to the condition of the premises, the work of the Contractor or any Subcontractor. FNI shall not Amend. No. 3 Exhibit A Page 5 of 10 be responsible for the acts or omissions of any person (except its own employees or agents) at the Project site or otherwise performing any of the work of the Project. K. FNI will manage and carry out pilot operations in conformance with the approved protocol defined in TM #4. L. A meeting will be held with the City's Operations Department M. Pilot plant will operate for a period not-to-exceed 18-months and, with the exception of shutdowns for necessary maintenance and repairs, will operate continuously, 24-hours each day and 7-days each week. N. FNI, together with the pilot unit vendors, will provide training to the OWNER's staff on operation, adjustment, and cleaning of the pilot units, sample collection and field analysis, data collection and record keeping, and sample preparation and shipping. 0. FNI staff will observe pilot equipment on a daily basis and provide basic care, maintenance, and adjustment of pilot units in accordance with procedures provided by the manufacturers and/or vendors. P. FNI will provide up to 40-hours per week for on-site participation and operations for the startup and operation phase. Effort outside of the 12-month protocol will be handled as an additional service under "On-Call Services" as directed by the City Staff. Q. FNI will record data including membrane serial numbers and information necessary for daily operating reports and weekly and monthly required reports. R. FNI will complete daily operating reports. S. FNI will complete weekly and monthly operating reports, as required. T. Manufacturers, together with FNI, will develop the operating strategy and process adjustments will typically be made remotely. If manual process adjustments are required, the manufacturers and/or FNI will provide specific instructions to operating staff. U. Repairs or maintenance of pilot equipment will be the responsibility of the manufacturers and/or vendors. V. Repairs or maintenance to equipment supplied by the OWNER will be the OWNER's responsibility. W. FNI will manage the sampling plan and protocol for all water quality parameters identified for monitoring in TM #3 and TM #4. Some water quality parameters will be analyzed automatically by the instrumentation on the pilot unit. FNI staff will be responsible for collecting daily samples and for performance of field tests. FNI will collect samples for laboratory analysis during weekly site visits and prepare the samples for shipment to the laboratory. X. Costs for laboratory analyses are the responsibility of the Owner. Y. FNI will analyze data collected electronically to prepare summary and trend charts for critical parameters as defined in TM #4. Z. FNI will provide telephone support as needed to troubleshoot operations, make process adjustments, clarify test procedures, etc. AA. FNI will analyze operating data and make recommendations to operator regarding the need for adjustments or, if necessary, extension of the testing period. BB. FNI will certify that manufacturers have followed approved protocols Amend. No. 3 Exhibit A Page 6 of 10 6. FINAL REPORTING Note: Vendor reporting requirements will be defined in equipment lease agreements. Note: Reporting scope is based on grant agreement with Reclamation. A. Prepare draft Desalination Implementation Plan. i. Significant findings from TMs #1, #2, #3, and #4. ii. Describe site conditions and specific equipment and flow regime utilized for the operation scheme. iii. Develop flow and process diagrams. iv. Summarize pretreatment performance. v. Describe acceptable cleaning regime for MF/UF and RO. vi. Summarize performance data for MF/UF, RO, and post-treatment including a description of any equipment issues. vii. Describe analytical methods and calibration procedures utilized during the pilot operations. viii. Complete analyses from VSD operation and demonstration data acquisition. ix. Evaluation of concentrate disposal options available for full scale implementation of the project: 1. Ocean disposal 2. Injection well disposal 3. Co-disposal with wastewater treatment plant effluent 4. Co-disposal with power plant discharge x. Energy Analysis of the VSD operation 1. Summarize available options and a recommended strategy for energy recovery on full scale implementation of the project. 2. Summarize available options and recommended strategy for utilizing renewable energy on full scale implementation of the project. 3. Summarize available options and a recommended strategy for developing lower salinity sources for full scale VSD application. 4. Identify key data and information for optimizing operation/process energy requirements. xi. Discuss achievability of water quality goals for: 1. Corpus Christi Public Water System 2. Industrial uses (such as high purity water) 3. Aquifer Storage and Recovery (ASR) for sustainable and drought resistant water supply storage. xii. Determination of ASR Costs and Feasibility (This section will be developed for reporting purposes, but will not be demonstrated as part of the pilot project.) 1. Evaluate hydrogeology of the area, including: a. Aquifer characterization (water levels, formation productivity and geochemistry), target storage requirements, and identification of potential sites. b. Test and monitoring well construction and assessment c. Locate potential ASR field 2. Simulate drawdowns impacts from pumping/injection a. Construction groundwater model b. Apply groundwater model 3. Evaluate impact of available concentrate disposal methods on ASR feasibility 4. Integration of desalination and ASR into the Corpus Christi regional water system. Amend. No. 3 Exhibit A Page 7 of 10 xiii. Develop Design Recommendations for Full Scale Desalination Plant 1. Source water strategy 2. Pre-treatment necessary prior to membrane filtration 3. Filtration membranes, either MF or UF 4. RO configurations 5. Operating conditions 6. Disposal waste qualities and quantities 7. P&ID xiv. Assess environmental impacts of full scale project 1. Preliminary constraints 2. Regulatory compliance 3. Permitting requirements xv. Assess the capital and operating cost for full scale project 1. Seawater 2. Brackish groundwater 3. Blending seawater and brackish groundwater 4. Environmental coordination B. Perform Quality Control and Quality Assurance Reviews i. Submit six (6) hard copies and one (1) electronic file on CD of the Draft Desalination Implementation Plan to the City and three (3) hard copies and one (1) electronic file on CD to Reclamation for technical review and comments. ii. Hold up to two workshops for OWNER and Reclamation teams to provide information and comment on the draft document. After the draft review meeting, incorporate comments and submit six (6) hard copies and one (1) electronic file on CD to City and three (3) hard copies and one (1) electronic file on CD to Reclamation. SCHEDULE The schedule for the proposed work has been enclosed as an attachment. This schedule is contingent on Council approval and receipt of Notice to Proceed. EXPENSES • Fee includes project related and sub -contract expenses for Subconsultant Services associated with the listed services. • Fee includes miscellaneous direct costs required to provide the listed services. Amend. No. 3 Exhibit A Page 8 of 10 FEE Project Components Budget 1. Contract Admiistrouo'Project Management, Public Outreach,etc. $ 80,600 2. Design Phase Services $ 174,685 3. Procurement and Bid Phase Services $ 17,360 4. Permitting Services $ 23,975 5. Construction, Startup,and Operations' ^$ 784455 6. Final Reporting SeMces $ 121.e75 *These activities will be provided on a time and materials basis. Fee for Proposed Project Components 1, 2, 3, 4, and 6 — FNI proposes to provide these services for a lump sum fee of $418,295. Please note that P'ect Component 5, Construction, Startup, and Operations is not included in the items listed above. Fee for Proposed Project Component 5 — Construction, Startup, and Operations FNI Proposes to provide these services on a time and materials basis. The maximum fee for this effort is $784,455. This effort will be provided and invoiced in accordance with Attachment CO. Total Fee: Project Components 1, 2, 3, 4, and 6 *Project Component 5 $ 418,295 $ 784,455 Total $1,202,750 *This phase will be provided on a time and materials basis. We appreciate the opportunity to assist you with this project. Please feel free to contact me at 361.561.6500 with any questions that you may have on this subject matter. Sincerely, Ron Guzman, P.E. Freese and Nichols, Inc. cc: John NewP.E. Kendall King, P.E. Jason Cocklin, P.E., ENV SP Amend. No. 3 Exhibit A City of Corpus Christi Desalination Demonstration Project Primary Project Schedule ID Task Name Start Finish Duration Predecessors 3 2016 Otr4 2016 Ql 2017 Qtr 2017 Q 3 2017 Qtr 4.2017 Qtr 1.2018 Otr2.2088 Qtr 3.2018 Qtr 2018 Qtr l 2019 Qtr 201 Aug l Sep Oct l Nov l Dec Jan IF b Mar Apr IMayI Jun Jul I Au q l Sep Oct l Nov I Dec Jan l Feb I Mar Apr l Mav I Jun Jul I Au q l Sep Oct l Nov I Dec Jan l Feb I Mar Apr IMayI 63 Phase 3 -Pilot Demonstration Study Thu 10/20/16 Tue 5/14/19 937 days 328 6/25 64 Prepare Pilot Test Protocol Thu 10/20/16 Tue 12/13/16 55 days +2r+3 65 Meeting with City at Corpus Christi Tue 12/13/16 Tue 12/13/16 0 days 64 • 66 Council Mtg - Protocol Approval Tue 3/28/17 Tue 3/28/17 0 days 64FS-8 days 67 Protocol Submittal and TCEQ Review Period Tue 3/28/17 Sun 6/25/17 90 days 64,66,65 Ar 9 68 Meeting with TCEQ Wed 4/19/17 Wed 4/19/17 0 days 67SS+23 days N 69 Pilot Protocol Approval Letter-TCEQSun 6/25/17 Sun 6/25/17 0 days 67,68 70 Pilot Study Coordination with City Mon 6/26/17 Sat9/23/17 90 days 69 71 Pilot Study Equipment Selection Process Sun 7/16/17 Tue 7/25/17 10 days 70SS+20 days 72 Pilot Design Thu 420/17 Thu 8/17/17 120 days 68 •ar23 /8 73 Lease Agreement Signed Sat 9/23/17 Sat 9/23/17 0 days 70]1]2 74 Advertise Pilot Contractor Thu 8/10/17 Fri 9/8/17 30 days 72FS-8 days 75 Construction Bids Received Fri 9/8/17 Fri 9/8/17 0 days 74 • ' 11/6 761 City Council Meeting for Contractor Selection Mon 11/6/17 Mon 11/6/17 0 days FS+59 days7393 77 Pilot Construction Sun 11/12/17 Fri 2/9/18 90 days 76FS+5 days 78 Pilot Unit Mobilization and Commissioning Wed 1/31/18 Sat 2/24/18 25 days 77FS-10 days 79 Pilot Unit Start-up Assistance Sun 2/25/18 Sun 3/11/18 15 days 78 80 Pilot Test Study Sun 2/25/18 Sun 2/24/19 365 days 79SS 81 Pilot Test Study Report from Membrane Suppliers Mon 2/25/19 Tue 3/26/19 30 days 80 82 Final Pilot Test Report Tue 1/29/19 Sun 4/28/19 90 daysOFS-27 days,81FF Amend. No Page ge 10ItA 10 of * 5/1 .3 10 83 Final Pilot Test Report QC Mon 4/29/19 Mon 5/13/19 15 days 82 84 Pilot Study Test Report Submittal to TCEQ Tue 5/14/19 Tue 5/14/19 1 day 83 85 Temp Diversion Permit and Concentrate Discharge Tue 4/11/17 Sat 10/28/17 201 days e e 86 Prepare Permit Application Draft Tue4/11/17 Thu5/4/17 24 days 64SS 87 Permit QC Fri 5/5/17 Wed 5/10/17 6 days 86 88 Draft to Client for Comments Thu 5/11/17 Wed 5/24/17 14 days 87 89 Finalize Perrn it Application Thu 5/25/17 Wed 5/31/17 7 days 88 90 Permit Submittal and TCEQ Review Period Thu 6/1/17 Tue 8/29/17 90 days 89 B29 91 Permit Administratively Complete Tue 8/29/17 Tue 8/29/17 0 days 90 92 Public Comment Period Wed 8/30/17 Sat 10/28/17 60 days 91 *1028 93 TCEQ Issues Diversion permit Sat 10/28/17 Sat 10/28/17 0 days 92 H,7■ City of Corpus Christi SUPPLIER NUMBER TO BE ASSIGNED BY -CITY PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with `NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Freese and Nichols, Inc. P. O. BOX: 800 N. Shoreline Blvd., STREET ADDRESS: Suite 1600N CITY: Corpus Christi FIRM IS: 1. Corporation 4. Association 2. Partnership 5. Other 8 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) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an `ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action 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: Ron Guzman, P.E. Title: Principal (Type or Print) Signature of Certifying Person: DEFINITIONS Date: 2, 2$, l.\ 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. CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 011 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: 2017-167974 Date Filed: 02/16/2017 Date Acknowledged: 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 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 Authority 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 services, goods, or other property to be provided under the contract. E13063 Professional engineering svcs. including demonstration implementation, technology testing, and data collection in conjunction with the Variable Salinity Project for the City of Corpus Christi Texas 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Hatley, Trish Oklahoma City, OK United States X Payne, Jeff Dallas, TX United States X New, John San Antonio, TX United States X Milrany, Cindy Fort Worth, TX United States X Coltharp, Brian Fort Worth, TX United States X Nichols, Michael Fort Worth, TX United States X Gooch, Thomas Fort Worth, TX United States X Herchert, Robert Fort Worth, TX United States X Pence, Robert Fort Worth, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, V;r4,,, LISA BOGGS */ ;Ai Notary Public, State of Texase-42— Commission Expires 0,' or affirm, under penalty of perjury, that the above disclosure is true and correct. .......9My 06/25/2019 Si nature 00 authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said on Cl O-- 4j') , this the 1 11 41 day of{� 20 i1 , to certify which, witness my hand and seal of office. . k [ tiy' 41(c. ,,11 0 '" , Li5a5o Signatu of officer dministeri t7� h Printed name of ofh !Administering oath Title of offi er administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx. us Version V1.0.277 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 011 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: 2017-167974 Date Filed: 02/16/2017 Date Acknowledged: 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 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 Authority 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 services, goods, or other property to be provided under the contract. E13063 Professional engineering svcs. including demonstration implementation, technology testing, and data collection in conjunction with the Variable Salinity Project for the City of Corpus Christi Texas 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Hatley, Trish Oklahoma City, OK United States X Payne, Jeff Dallas, TX United States X New, John San Antonio, TX United States X Milrany, Cindy Fort Worth, TX United States X Coltharp, Brian Fort Worth, TX United States X Nichols, Michael Fort Worth, TX United States X Gooch, Thomas Fort Worth, TX United States X Herchert, Robert Fort Worth, TX United States X Pence, Robert Fort Worth, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, V;r4,,, LISA BOGGS */ ;Ai Notary Public, State of Texase-42— Commission Expires 0,' or affirm, under penalty of perjury, that the above disclosure is true and correct. .......9My 06/25/2019 Si nature 00 authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said on Cl O-- 4j') , this the 1 11 41 day of{� 20 i1 , to certify which, witness my hand and seal of office. . k [ tiy' 41(c. ,,11 0 '" , Li5a5o Signatu of officer dministeri t7� h Printed name of ofh !Administering oath Title of offi er administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx. us Version V1.0.277 Carpus Chr sti Engineering Variable Salinity Desalination Pilot Demonstration (Desalination Program Phase 3) Council Presentation March 28, 2017 Water system Supply v. Demand Carpus Chr'sti Engineering 300.0 250.0 — a 200.0 LL 0 150.0 E 1100.0 7 50.0 2015 2016 2020 2025 Years 2030 2040 2050 Surface Water Industrial Reuse —•—Current Demand Projection Demand with Current Industrial Growth 1 Comparison of Projects Corpus Chr sti Engineering Variable Salinity Demonstration -Cjy Industrial Desalination — Industrial Stakeholders Technology & Literature Review 1 L Technology & Literature Review Siting Criteria Technical (Variable Salinity): Treatment Costs: Treatment TCEQ Pilot Demonstration TCEQ Permits for Drinking Water Drinking water Siting Criteria ('Technical (Seawater): Treatment; Transmission [Costs: Treatment; Transmission; Rate impacts on Other Customers 1] Drinking Water Program Background Corpus Chr sti Engineering ➢ Phase 1- USBR Grant Application (Complete) ✓ USBR Grant Application — $400,000 Awarded for Pilot Implementation ➢ Phase 2 - Pilot Site Selection and Study (Complete) ✓ TM#1- Desalination Technology Research ✓ TM#2 — Variable Salinity Desalination (VSD) Plant Site Selection ✓ TM1#3 — VSD Plant Technical Criteria ✓ TN/1#4 — VSD Study Protocol (TCEQ Permit Criteria) ➢ Phase 3 - Pilot Implementation (This Contract) ✓ VSD Implementation Protocol ✓ Pilot Plant Operation (12 -month) ✓ Final technical memorandum VSD Pilot Location Port of Corpus Christi Inner Harbor Ship Channel Corpus Chr sti Engineering 5 VSD Pilot Location Corpus Chr'sti Engineering VSD Program Budget Corpus Chr sti Engineering 1. Phase 1: Pilot Study Grant Application and Award (Complete) ✓ Total Funds Expended $101,932.00 2. Phase 2: Pilot Demonstration Plant Site Selection and Stay (Complete) ✓ Total Fund Expended $1,121,336.00 3. Phase 3: Variable Salinity Desalination Pilot Implementation (Amendment No.3) • Contract Engineer Fees $1,202,750.00 4. Future Requirements • Equipment Procurement & Installation • Operations, Laboratory Testing & Contingency • Total Future Requirements $2,970,000.00 5. Variable Salinity Desalination Pilot • Total Budget $5,396,018.00 Funding Carpus Chr sti Engineering Expended: Phase 1: Water Operational $101,900 Phase 2: Bureau of Reclamation (Grant) $75,000 Raw Water Supply Development Fund $1,113,868 Amendment No. 3 (This Contract) Bureau of Reclamation (Grant) $325,000 Raw Water Supply Development Fund $3,780,250 Total Funds Available $5,396,018 Project Schedule Corpus Chr'sti Engineering 2018 1 2019 0 N M Pilot Design Bids & Award Pilot Installation VSD Pilot Demonstration Operations Final TM Report Project Estimate: 540 Calendar Days = 28 Months Schedule reflects City Council award in March 2017 with completion planned by July 2019. Summary & Recommendations Corpus Chr sti Engineering Amendment Contract No.3 with Freese Nichols Inc, provides the City: ✓ Drought Proof water supply option ( Value of reliability) ✓ Pilot: TCEQ requirement for using desalination as potable water supply ✓ Allows the City to diversify our portfolio (Water priority) and sustain economic prosperity of the Coastal Bend Region ✓ Allows the City to deliver a full scale Desalination plant at the appropriate time , more reliably and avoid premium payments AGENDA MEMORANDUM Future Item for the City Council Meeting of March 28, 2017 Action Item for the City Council Meeting of April 11, 2017 DATE: March 28, 2017 TO: Margie C. Rose, City Manager FROM: Dan Grimsbo, Interim Executive Director of Utilities DanG(c�cctexas.com (361) 826-1718 Kim Baker, Assistant Director of Financial Services, Purchasing Division Kim B2(a�cctexas.com (361) 826-3169 Supply Agreement for Sodium Bisulfite for the Wastewater Treatment Plant CAPTION: Motion authorizing City Manager, or designee, to execute a supply agreement with Southern Ionics, Inc., of West Point, Mississippi for the purchase of Sodium Bisulfite ("chemical") in response to Request for Bid No. 1026 based on the lowest, responsive, responsible bid for a total amount not to exceed $372,677.81, with an estimated expenditure of $155,282.42 in FY2016-2017 and funded by the Wastewater Fund. The term of the agreement is for one year with an option to extend for up to two additional one year periods, subject to the approval of the supplier and the City Manager or designee. PURPOSE: This item is to approve a supply agreement for Sodium Bisulfite for the Utilities Department. BACKGROUND AND FINDINGS: Sodium Bisulfite is used for de -chlorination of wastewater. In January of 2017, the Purchasing Division conducted a competitive Request for Bid process to obtain bids for a new contract. The City received two responsive, responsible bids and one no bid, out of 37 notifications issued, and is recommending the award to the lowest, responsive, responsible bidder, Southern Ionics, Inc., of West Point, Mississippi. ALTERNATIVES: None OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Utilities Department — Wastewater FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $2,283,469.74 $217,395.39 $2,500,865.13 Encumbered / Expended Amount $1,534,614.42 $0.00 $1,534,614.42 This item $155,282.42 $217,395.39 $372,677.81 BALANCE $593,572.86 $0.00 $593,572.86 Fund(s): Wastewater Comments: The initial contract term total is $372,677.81, of which $155,282.42 will be funded in FY2016-17. The total estimated contract value will be $1,118,033.43 if all options years are executed. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Supply Agreement CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: Lydia Juarez BID TABULATION BID EVENT NO. 1026 Sodium Bisulfate for the Wastewater Treatment Plant Southern Ionics, Inc. West Point, Mississippi Gasochem International, LLC Houston, TX UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE ITEM DESCRIPTION Unit QTY 1 Broadway Plant LB 235,737 $0.1867 $44,012.10 $0.285 $67,185.045 2 Oso Plant LB 1,384,591 $0.1867 $258,503.14 $0.285 $394,608.435 3 Allison Plant LB 240,000 $0.1867 $44,808.00 $0.285 $68,400.000 4 Laaguna Madre Plant LB 113,040 $0.1867 $21,104.57 $0.285 $32,216.400 5 Unloading Delay HR 50 $85.00 $4,250.00 $100.00 $5,000.000 TOTAL $372,677.81 $567,409.88 SUPPLY AGREEMENT NO. 1026 Sodium Bisulfite for the Wastewate Treatment Plants THIS Sodium Bisulfite for the Wastewater Treatment Plants Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Southern Ionics, Inc. ("Supplier"), effective for all purposes upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Sodium Bisulfite in response to Request for Bid No. 1026 ("RFB"), which RFB includes the required scope of work and all specifications and which RFB and the Supplier's bid response are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. 1. NOW, THEREFORE, City and Supplier agree as follows: Scope. Supplier will provide Sodium Bisulfite in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning. 2. Term. This Agreement is for 12 months. This Agreement includes an option to extend the term for up to two additional 12 -month periods ("Option Period"), provided, the parties do so prior to expiration of the original term or the then -current Option Period. The decision to exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Supplier and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $372,677.81, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 1 of 7 under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Joanna Moreno Department: Utilities Department Phone: 361-826-1649 Email: JoannaM@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of City's invoice. 8. Warranty. The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free of liens or encumbrances. In addition, the products purchased under this City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 2 of 7 Agreement shall be warranted by the Supplier or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Supplier be considered an employee of the City. 12. Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid. In using subcontractors, the Supplier is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Supplier. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Supplier and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 3 of 7 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Joanna Moreno Contracts/Funds Administrator, Utilities Department 2726 Holly Rd. Corpus Christi, TX 78415 Fax: 1-361-826-1715 IF TO SUPPLIER: Southern Ionics. Inc. Attn: Khristy D. Todd Manager Corporate Administration P.O. Box Drawer 1217 579 Commerce Street West Point, MS 39773 Fax: 662-495-2590 17. SUPPLIER AGREES TO 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 WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING DEATH AND WORKERS' COMPENSATION CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 4 of 7 THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON. SUPPLIER MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Termination. (A) The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Contract Administrator must give the Supplier written notice of the breach and set out a reasonable opportunity to cure. If the Supplier has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Supplier. The City Manager may also terminate this Agreement upon 24 hours written notice to the Supplier for failure to pay or provide proof of payment of taxes as set out in this Agreement. 19. Assignment. No assignment of this Agreement by the Supplier, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Supplier is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 5 of 7 determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 21. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement and its attachments B. the bid solicitation document, including addenda (Exhibit 1) C. the Supplier's bid response (Exhibit 2) 22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement. 23. Governing Law. This Agreement is subject to all federal, State, and local laws, rules, and regulations. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 24. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 6 of 7 SUPPLIER Signature: 0. -t--(t(4_, Printed Name: Kill C 1 51-1 O Todei Title: VG(,] .Abtirl Date: — D-11 CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB No. 1026 Exhibit 2: Supplier's Bid Response City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 7 of 7 Attachment A: Scope of Work 1.1 General Requirements/Background Information A. The Supplier shall provide Sodium Bisulfite as outlined in this Scope of Work. The Supplier shall provide 38- 44 % Sodium Bisulfite Solution as outlined in this Scope of Work which will be used at the City of Corpus Christi Wastewater Treatment Plants. B. This chemical is used for dechlorination of wastewater and must conform to all the requirements of this specification. 1.2 Scope of work A. The Supplier must provide an affidavit of compliance to City of Corpus Christi, stating that at the time of delivery the chemical furnished under the release order complies with all applicable requirements of this specification. B. The Bidder shall have the proper trucks, equipment, compressors to offload the chemical. The City will not supply this equipment, so it is inherent for the Supplier to have the proper offloading equipment. C. Safety Data Sheet (SDS) must be furnished. MATERIAL REQUIREMENTS: The Sodium Bisulfite Solution (Aqueous) delivered under this agreement will meet the following specifications: Item Weight Sodium bisulfite concentration 38 - 44% Sodium sulfite concentration < 1% Sodium sulfate concentration < 2% PH 3.5 - 5.0 DELIVERY AND WEIGHING REQUIREMENTS: 1. Delivering and off-loading of chemical must be in accordance with OSHA and industry standards. 2. Shipment sizes will average approximately 4000 to 5000 gallon lots. Each chemical shipment must be weighed on state a certified truck scale located within the city limits of Corpus Christi before delivery to and after unloading at the wastewater treatment plants. Page 1 of 5 RFB Template 10.10.16 3. The chemical Supplier shall be responsible for mailing a legible copy of each chemical shipment weight "ticket" to the respective City of Corpus Christi Contract Administrator within 5 working days of delivery of the chemical. Payments to the chemical Supplier will not be processed unless this requirement is met. 4. Deliveries shall be made between 8:00 a.m. to 4:00 p.m., Monday through Friday excluding holidays unless otherwise instructed by Contract Administrator or designee. Contract Administrator or designee may request weekend deliveries from 8:00 am. to 12:00 pm. with prior arrangements. The supplier shall notify the Contract Administrator or designee by email and telephone at least 24 hours prior to delivery of product so that a Contract Administrator or Designee may be on site when the delivery is made. Shipments arriving at times other than those above cannot be off-loaded until the specified unloading times, unless prior arrangements have been made with the Contract Administrator or their designee. 5. The successful bidder will deliver the amount of sodium bisulfite solution ordered within twenty-four (24) hours of order placement. Orders will be placed by telephone and/or email. 6. The City will not be responsible for any demurrage charges which result from deliveries arriving at any other than the specified time, or from transporters' failure to have all required off-loading equipment present and operating when off- loading is scheduled to begin. A City Representative must be present and sign/date delivery ticket(s); any tickets presented to the City for payment without City Representative signature and date may be denied for payment (All tickets must be original- no faxes accepted). Any unloading delays, which are directly attributable to the City, will be paid for at the unit price bid for "Unloading Delays", rounded to the nearest quarter hour. This amount shall be included with the invoice for payment for that particular load of chemical. The frequency of deliveries is dependent upon the requirement of keeping an adequate inventory of Sodium Bisulfite in all tanks for the proper technical control of Wastewater Sodium Bisulfite. 7. The Supplier must provide a chemical analysis for each chemical shipment, and the chemical analysis must include percent sodium bisulfite concentration by weight, percent sodium sulfite concentration by weight, percent sodium sulfate concentration by weight, the specific gravity of the solution, and appearance of the solution. The Supplier must attach a copy of the form to be used for providing the results of this chemical analysis. Plant Supervisors, or their designated representatives, may take a sample of any chemical shipment for testing prior to unloading of the chemical. In addition, approximately every three months during the supply agreement, the City will take a random sample of the chemical upon Page 2 of 5 RFB Template 10.10.16 delivery. This sample will be sent to an independent laboratory chosen by the City, and tested for all items included in the section 1.2, C. "Material Requirements", for quality control purposes. 8. The Supplier must base billing and pay quantity for each chemical shipment on "local" certified weight tickets, as described above, for delivery of Sodium Bisulfite Solution, by weight in pounds, based on actual percentage of Sodium Bisulfite by weight, as indicated in the chemical analysis for that load, upon delivery. 9. The Contract Administrator may reject any chemical shipments that contain a concentration of any component outside the allowable concentration range as specified in the 1.2, C. "Material Requirements" section of this specification. 10. Deliveries shall be made in Supplier's company trucks and driven by a company driver and shall have the DOT permit and other State/Federal licenses, if applicable due to liabilities involved in case of accidental spills or other related problems. Drivers must be thoroughly trained and familiar with the related hazards, safety measures, and spill cleanup procedures for sodium bisulfite solution. In the event Supplier wishes to use a sub -contractor a properly licensed and permitted commercial carrier, the Contract Administrator or designee's prior written approval shall be required. All DOT permits and State/Federal licenses for the proposed commercial carrier shall be submitted with the request and any approval shall be limited to the commercial carrier whose DOT permit and State/Federal licenses are submitted. LOCATIONS AND CAPACITIES: Plant Address Unit of Issue (Gallons) Broadway 1402 W. Broadway 10,000 Oso 501 Nile 13,000 Allison 4101 Allison Dr. 10,000 Laguna Madre 201 Jester 10,000 Page 3 of 5 RFB Template 10.10.16 SPILLS: 1. All spills and leakage, regardless of size must be properly and immediately cleaned up by successful bidder's personnel. Supplier is required to respond to any and all such emergencies within eight (8) hours of being notified. 2. Spill clean-up must be conducted in accordance with all Federal, State and City regulations. 1.3 Work Site and Conditions 1. The work shall be performed at the locations provided in this document. 2. The Supplier must notify the Contract Administrator or designee when on site for delivery, maintenance or other work. 3. All PPE must be supplied and used by the Supplier and their employees while on site. 4. If damages to city equipment and/or a contract employee is injured when onsite, a Contract Administrator must be notified immediately. 1.4 Supplier Quality Control and Superintendence The Supplier shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Supplier will also provide supervision of the work to insure it complies with the contract requirements. 1.5 Special Instructions 1. Prior to initial use of the sodium bisulfite solution, and annually thereafter, the Supplier shall conduct a minimum of two training seminars for City's operating personnel on application and control of the sodium bisulfite solution and shall, at a minimum, include the following: • Basic chemical properties of the sodium bisulfite solution • Safety training • Equipment operation/set up • Safety Data Sheet 2. Supplier will be responsible for OSHA requirements and to supply all Personal Protective Equipment (PPE) for their employees to ensure proper safety during deliveries or when working on equipment. Page 4 of 5 RFB Template 10.10.16 3. City's ownership of the Sodium Bisulfite Solution begins upon completion of unloading of the chemical at one of the City's Wastewater Treatment Plants. Unloading of the chemical is complete when unloading apparatus is disconnected from storage facilities and secured, and a designated City of Corpus Christi Wastewater Division representative has signed all delivery tickets for each respective load. Page 5of 5 RFB Template 10.10.16 Attachment B: Bid/Pricing Schedule Date : Bidder: CITY OF CORPUS CHRISTI BID FORM PURCHASING DIVISION RFB No.1026, Sodium Bisulfite 7.-15-11 Sbuknem tonics PAGE 1 OF 2 Authorized Signature: ir4rfr ,/��,,w l 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices; b. Bidder is an Equal Opportunity Employer; and the Disclosure of Interest information on file with City's purchasing office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all required governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. Item Description UNIT QTY Unit Price Total Price 1 Broadway Plant LB 235,737 10"11.11 1 li�`�. SS 2 Oso Plant,LB 1,384,591 •01 ' "' 103.425.95 --... 3 Allison Plant LB 240,000 ,p'l 't'l 1'1.928.00 4 Laguna Madre Plant LB 113,040 601 41_ I, ytiiit• ai 5 Unloading Delay HR 50 l Ica 00 � 425.0 el- Total Total ii 161 IWO.5- RFB Template 10.10.16 Page 21 of 20 1 Di 41 s Ott IL . ,o. tg(Q1l ?er ail lb said Wet but(yrct94 >�t1 wav* n2 y u tvi case. Attachment C: Insurance Requirements I. SUPPLIER'S LIABILITY INSURANCE A. Supplier must not commence work under this contract until all insurance required has been obtained_and such insurance has been approved by the City. Supplier must not allow any subcontractor, to commence work until all similar insurance required of the subcontractor has been obtained. B. Supplier must furnish to the City's Risk Manager and Contract Administrator 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 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 Suppliers 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'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 POLLUTION LIABILITY (Including Cleanup and remediation) $1,000,000 Per Incident Limit $1,000,000 Aggregate C. In the event of accidents of any kind related to this contract, Supplier 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, Supplier 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 statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Supplier is not domiciled in the State of Texas. B. Supplier shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Supplier'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. Supplier shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. 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. Supplier 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, Supplier shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Supplier'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 Supplier'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 Supplier to stop work hereunder, and/or withhold any payment(s) which become due to Supplier hereunder until Supplier demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Supplier may be held responsible for payments of damages to persons or property resulting from Supplier's or its subcontractor' s performance of the work covered under this contract. H. It is agreed that Supplier'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. 2017 Insurance Requirements Utilities — Wastewater Treatment Plants Delivery of Sodium Bisulfite 03/16/17 sw Risk Management Attachment D: Warranty Requirements No warranty requirement is needed for this supply agreement. 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: 2017-174723 Date Filed: 03/06/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Southern Ionics Incorporated West Point, MS 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 services, goods, or other property to be provided under the contract. RFB 1026 Sodium Bisulfite RFB 1026 Sodium Bisulfite 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Sundbeck, Milton West Point, MS United States X 5 Check only if there is NO Interested Party. 6 AFFIDAVIT }(swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. o �� .`�0 HARK/s'' .. L1414/11.14f0 . NOTARY PUBLIC _ Signature of au orized agent of contracting business entity ID No. 111010 7. My Comm. Expires .7 AFFIX NOTA14j57�1+�1� 1�9��2�gQ�`` .RC CEsca 1.•�/1,416 afrok Swor t nd subscrl�lliRt 0,9?the said f. �VIC 0 — ¶Od Ok , this the ly — day of VA 20 , to certify whicAi 1 witness my hand and seal of office. Hflvt naa Teal gnalure of officer administering oath Printed name of officer administering oath Title of officer administers th Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 AGENDA MEMORANDUM Future Item for the City Council Meeting of March 28, 2017 Action Item for the City Council Meeting of April 11, 2017 DATE: TO: March 20, 2017 Margie C. Rose, City Manager FROM: Miles Risley, City Attorney milesr@cctexas.com (361)826-3361 Gilbert Sanchez, Risk Manager gilberts2@cctexas.com (361)826-3739 Motion authorizing renewal of property insurance. CAPTION: Motion authorizing the City Manager to execute all documents necessary to renew property insurance, including All Risk, Flood, Named Storm, Wind/Hail, Earthquake, and Equipment Breakdown insurance through Carlisle Insurance Agency, Broker of Record, for upcoming policy year (May 5th, 2017 -May 5th 2018) and policy years 2018-19 and 2019-20 in exchange for an annual premium in amounts not to exceed the total amount of original bid ($2,001,750) and further subject to the reduced premium of $1,952,914.52 for upcoming policy year, of which $797,217.16 is required for the remainder of FY 2016-2017. PURPOSE: Obtain property insurance for City -owned property. 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 participating admitted and non -admitted commercial carriers. 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 through Carlisle 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 but is not included in this amount). Total Insured Values for Policy year 2017-18 are $707,244,943 (after schedule of value property update completed in January, 2017). The City awarded a Broker of Record contract to Carlisle Insurance Agency effective January 1, 2016. The City's Risk Management Division and Carlisle Insurance Agency have collaborated to present the below property insurance renewal. Continued favorable global conditions throughout the property market due to relatively low catastrophic events and several years of profitable reinsurance results have made this renewal possible approximately 2.5% lower than last year. The property summarized in the following table. insurance renewal is FY15-16 FY16-17 FY17-18 Renewal Total Insured Values $ $627,286,300 Property Rate (per $100 value) includes recommended option $0.4384 Premium $2,752,388 (primary/excess/equip Breakdown) Difference from 2015-16 Limits All Risk (excludes flood/Quake) Named Storm Flood/ Earth Movement All Risk $250,000,000 $150,000,000 $ 25,000,000 $696,422,133 $0.2875 $2,001,750 $707,244,943 (1.6% increase in values) $0.2761 (4% rate decrease) $1,952,915 $ 776,638 $ 48,835 (28% decrease from) (2.5% decrease) $250,000,000 $250,000,000 $150,000,000 $ 50,000,000 $150,000,000 $ 50,000,000 /P- l D D D Flood (storm surge included) Named Storm Wind/Hail Earth Movement $ 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 $ 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 $50,000 per occur $ 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 $50,000 per occur Optional Coverage Terrorism Total $ 1,952,915 Funds have been budgeted by the Legal Department in FY 2017-2018. 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: 2016-2017 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $797,217.16 $1,155,697.36 $1,952,914.52 BALANCE Fund(s): 5611- Liability/EB Liability, 1140- Business JobDev, 4710- VisitorFacility Fund Comments: Property insurance renewal. RECOMMENDATION: Staff recommend the City renew its property program as cited above with the same limits, sub - limits, policy terms and conditions current coverage limits, deductible structure, and policy terms and provisions. Further, Property renewals for Policy years 2018-19 and 2019-20 will be subject to automatic renewal based on the City's broker of record contract with Carlisle insurance agency. LIST OF SUPPORTING DOCUMENTS: Proposed Property Insurance Renewal Schematic AGENDA MEMORANDUM City Council Meeting of March 28, 2017 DATE: TO: Mayor Pro Tem and Council March 23, 2017 FROM: Rebecca Huerta, City Secretary RebeccaH@cctexas.com (361) 826-3105 Process for City Charter Review STAFF PRESENTER(S): Name Title/Position 1. Rebecca Huerta City Secretary 2. Miles Risley City Attorney BACKGROUND: Department On November 1, 2016, the City Council passed Resolution No. 031000, which stated that "the City of Corpus Christi will conduct a comprehensive review of the Corpus Christi City Charter to ensure that terms and term limits are clear and satisfy the intent of the voters. The review will be provided to the next Charter Commission in order to hold an election of said issues at the next available election date authorized under state law." Today's presentation is a preliminary discussion to seek Council input on the process moving forward. The City Charter was last amended on November 8, 2016 (see attached brochure). The scope of the review was focused on Article II of the City Charter, with an emphasis on the possibility of extending Council terms from two to four years. The City Council created a charter review committee in September 2015. The Council reviewed the committee's recommendations and submitted nine proposed amendments to the voters, which were all approved. Per state law, the Charter may not be amended more often than every two years (730 days). Thus, the next available uniform election date would be on November 5, 2019. LIST OF SUPPORTING DOCUMENTS: November 2016 Ballot Brochure Discussion Questions PROCESS FOR CITY CHARTER REVIEW DISCUSSION QUESTIONS I. Who would lead the comprehensive review of charter? A. By outside counsel — "charter specialist"? B. By city staff and/or charter commission? II. Proposal process A. Council action — Council can, by majority vote, order a charter amendment election and propose amendments. B. Citizen petition — Council submits a proposed amendment to the voters if the amendment is supported by a petition signed by 5% of qualified voters in the city. C. Review Committee — The committee can only make recommendations to the Council. The Council must forward the recommendation to the voters. III. What appointment process would the Council prefer for the Charter Review Committee? A. "All members to City Council ad hoc committees will be appointed by the Mayor or a majority of the Council." IV. Areas to be considered — What is the scope of the review? A. City Council 1. Structure — 5 Single -Member Districts/ 3 At -Large/ 1 Mayor 2. Term of office 3. Term limits — Policy question that has no legal requirements. i. Consecutive ii. Cumulative 4. Qualifications i. Age ii. Residency 5. Disqualifications i. Debt ii. Convictions iii. Misconduct iv. Absences B. Vacancies C. Initiative, Referendum and Recall D. Other areas? City of Corpus Christi Election Information for November 2016 General Election • Adopt Type B Sales Tax to Replace Expiring Portion of Type A Sales Tax Replacing the portion of Type A sales tax that expires in 2018 with the adoption of a one-eighth of one percent sales and use tax (maintaining the current level of sales and use tax) to be administered by Type B Corporation under Chapter 505 of the Texas Local Government Code, to be effective for 20 years, with the use of proceeds for: 50% economic development; Up to $500,000 annually on affordable housing; and Balance of proceeds to be used for construction, maintenance and repair of arterial and collector streets and roads. Continuation of the Crime Control District Whether the Corpus Christi Crime Control and Prevention District should be continued for ten years and the crime control and prevention district sales tax should be continued for ten years. anResidential Street Reconstruction Tax Amending the City Charter to establish a dedicated fund to be used solely for residential street reconstruction and authorizing City Council to levy, assess and collect a property tax not to exceed six cents per one hundred dollars of assessed value for the purpose of residential street reconstruction, to be gradually implemented at a rate of not more than two cents per one hundred dollars of assessed value per year. inDesignation of Mayor Pro Tem Amending the City Charter to provide that in the event of disability of the Mayor for more than 30 days, the Council Member elected at large who received the highest number of votes shall become the Mayor Pro Tem and act as Mayor during this period of disability. Increase Term for Procurement of Auditor Contracts Amending the City Charter to allow for procurement of contracts for independent auditor with terms up to five years. • AI& Var For detailed information about each City Proposition on the ballot visit www.cctexas.com 2016 Election Central Early Voting Scheduled for October 24, 2016 - November 4, 2016 Election Day November 8, 2016 7 a.m. - 7 p.m. For voting locations and information visit www_co.nueces.tx.us Information provided by the City of Corpus Christi is intended to solely inform citizens about the upcoming election and does not advocate for any measure on the ballot. • 6 AIIow Appointment of Alternative Members To Civil Service Board Amending the City Charter to provide for the appointment of two alternative members to the Civil Service Board. Comply With State Law To AIIow City Employees To File For Election To Municipal Office Amending the City Charter to eliminate the prohibition on City employees filing for nomination or election to a municipal public office to comply with Texas law. Allow Issuance of Bonds in Accordance with State Law Amending the City Charter to provide authority to issue bonds in accordance with laws of the State of Texas. Amend Waiting Periods for City Leases Amending the City Charter to clarify the approval process for leases, update the statutory reference, and eliminate the waiting periods for leases and lease amendments which do no exceed 5 years. Update Legal References and Clarify General Powers Amending the City Charter to update legal reference in the General Powers section and clarify the General Powers MBClarify Purchasing Procedures To Comply With State Law Amending the Charter to clarify the procedures regarding purchases and contracts in conformity with State Law. To see the complete election ordinances please visit www.cctexas.com AGENDA MEMORANDUM City Council Meeting of March 28, 2017 DATE: TO: FROM: March 3, 2017 Margie C. Rose, City Manager Daniel McGinn, AICP, CFM, Assistant Director of Planning/ESI DanielMc@cctexas.com (361) 826-7011 Joint Land Use Study Status and Next Steps Forward STAFF PRESENTER(S): Name 1. Daniel McGinn, AICP, CFM 2. Tom Tagliabue 3. Fred Segundo OUTSIDE PRESENTER(S): Title/Position Assistant Director Director Director Name Title/Position 1. Benjamin Polak Community Plans Liaison Officer 2. Department Planning/ESI Intergvt. Relations Aviation Organization NASCC BACKGROUND: The City Council has requested a status report on the implementation of the NAS Corpus Christi Joint Land Use Study. LIST OF SUPPORTING DOCUMENTS: PowerPoint — Joint Land Use Study Status and Next Steps Forward Joint Land Use Study Status and Next Steps Forward Council Presentation March 28, 2017 JLUS Background • Adopted 2013 • Purpose, to encourage compatible land uses next to Navy airports • Included Corpus Christi International Airport which is used for pilot training • The study was funded (90%) by a federal grant • Primary concerns include • Noise • Concentrations of people • Wildlife attractants • Tall structures • Visual obstructions 2 Implementation Actions • Plan CC updated Future Land Uses surrounding airports • Rezonings, subdivisions, and building permits now require assessment of compliance with JLUS • Creation of two new zoning districts for use near airports (Commercial Compatible and the Industrial Compatible District) • Rezoning of over 100 acres of land in high growth areas for JLUS compliance • Disclosure of JLUS on the City and Appraisal District websites 3 Implementation Actions • Repurposed 84.5 million in TX Military Loan Program with a portion of the program for voluntary land acquisition in Navy flight zones • Legislative agenda • US, S. 2943 assessment of energy projects impact on military bases • US, S. 3428/H.R. 6397 elimination of tax credit for wind farms within a certain distance of a military base • TX, H.B. 445/S.B. 277 prohibition of tax abatements for wind farms within 30 miles of a military base • Enact City or State legislation requiring a disclosure notification to potential buyers or renters of property under Navy flight zones 4 JLUS Related Navy Actions • Ongoing Environmental Assessment of Waldron Field with an estimated time of completion of November 2017. • New AICUZ study requested for all airfields due to full implementation of T-6 aircraft and increased flight operations. Estimated start FY 2018. • AICUZ study will incorporate APZs for Runway 35 located south of Oso Creek at Cabaniss Field and AICUZ boundaries will shift at Waldron Field due to new airport design. Next Steps • Additional City initiated rezoning of public and private land at Waldron and Cabaniss Fields • Seek Congressional authorization to swap City owned land under Navy flight zones with Navy land not located under a flight zone • Resolution to add a non-voting ex -officio representative of NASCC to the Planning Commission • Apply for an Office of Economic Adjustment Grant (OEA) Questions