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Agenda Packet City Council - 08/22/2017
Cit of Corpus Christi 1201 Leopard Street Y p Corpus Christi,TX 78401 forward.cctexas.com Meeting Agenda - Final City Council Tuesday,August 22,2017 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 ingles es limitado, habra un interprete ingles-espanol en todas las juntas del Concilio para ayudarle. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office(at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. A. Mayor Joe McComb to call the meeting to order. B. Invocation to be given by Pastor David Bendett, Rock City Church. C. Pledge of Allegiance to the Flag of the United States to be led by Gilbert Trevino, Roy Miller High School Senior. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. Proclamations /Commendations 1. 17-1045 Proclamation declaring August 23, 2017, "Inspire Coastal Bend Magazine's Celebration 100 Day". Proclamation declaring August 26, 2017, "Women's Equality Day" in Honor of The League of Women Voters of Corpus Christi and the 97th Anniversary of Women's Right To Vote. Proclamation declaring August 2017, "National Breastfeeding Month". Proclamation declaring September 9, 2017, "Operation K.E.Y.S. - Keeping Every Youth in School Day". City of Corpus Christi Page 1 Printed on 811 812 01 7 City Council Meeting Agenda-Final August 22, 2017 F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. T. C. AYERS POOL b. OTHER G. MINUTES: 2. 17-1046 Regular Meeting of August 15, 2017 and Workshop of August 15, 2017. Attachments: Minutes-August 15, 2017 Minutes-August 15, 2017 Workshop.pdf H. BOARD &COMMITTEE APPOINTMENTS: 3. 17-1047 Corpus Christi Regional Transportation Authority Human Relations Commission Attachments: Corpus Christi Regional Transportation Authority Human Relations Commission 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. City of Corpus Christi Page 2 Printed on 811 812 01 7 City Council Meeting Agenda-Final August 22, 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 ATA 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 4 - 10) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 4. 17-0863 Service Agreements for Temporary Staffing Services Motion authorizing the City Manager or designee to execute service agreements with Advance'd Temporaries, Inc. of Corpus Christi, Texas and Genesis Professional Solutions of San Antonio, Texas for temporary staffing services in accordance with Request for Proposal (RFP) No. 1096, based on best value for a total amount not to exceed $250,000 for each agreement for a grand total of$500,000. The term of these agreements is for one year with option to extend for up to three additional one-year periods, subject to the sole discretion of the City. Attachments: Agenda Memo-Temporary Staffing Services Service Agreement-Advance'd TemporariesTemporary Staffing Services Advai Form 1295-Advance'd Temporary Temporary Staffing Services Advance'd Ten Service Agreement-Genesis Professional Solutions Temporary Staffing Service Form 1295-Genesis Professional Solutions Temporary Staffing Services Gene Evaluation Matrix -Temporary Staffing Services.pdf 5. 17-0951 Resolution to execute Advance Funding Agreement for a High-Intensity Crosswalk at the intersection of Ocean Drive and Del Mar Boulevard (Bond 2012, Proposition 1) Resolution authorizing the City Manager, or designee, to execute an City of Corpus Christi Page 3 Printed on 811 812 01 7 City Council Meeting Agenda-Final August 22, 2017 Advance Funding Agreement (AFA) with the Texas Department of Transportation (TxDOT) for a High-Intensity Activated Cross Walk (HAWK) traffic signal, at the intersection on Ocean Drive and Del Mar Boulevard with the City's required payment to TxDOT in the amount of $11,800 for reimbursement of direct state costs. This is related to the Ocean Drive from Buford to Louisiana Project (Bond 2012, Proposition 1). Attachments: Agenda Memo- HAWK Traffic Signal Imps Ocean Drive Del Mar Blvd Informal Staff Report-HAWK Traffic Signal Resolution- HAWK Traffic Signal Imps Ocean Drive Del Mar Blvd Location Map 1 -HAWK Traffic Signal Imps Ocean Drive Del Mar Blvd Location Map 2-HAWK Traffic Signal Imps Ocean Drive Del Mar Blvd Presentation- HAWK Traffic Signal Imps Ocean Drive Del Mar Blvd Advance Funding Agreement-HAWK Traffic Signal Imps Ocean Drive Del Mar 6. 17-0956 Construction Contract for Chaparral Street Phase 2 Development Master Plan (Bond 2014, Proposition 2) Motion authorizing the City Manager, or designee, to execute a construction contract with Reytec Construction Resources, Inc. of Houston, Texas in the amount of$4,889,551.60 for the Chaparral Street Phase 2 Downtown Development Master Plan project for Base Bid 2 and Additive Alternate No. 1. (Bond 2014 Proposition 2) Attachments: Agenda Memo Chaparral Phase 2 Project Budget Chaparral Phase 2 Location Map-Chaparral Phase 2 Form 1295 Reytec Letter of Recommendation-Chaparral Phase 2 Presentation-Chaparral 7. 17-0964 Office Lease Extension Agreement for the City Detention Center Motion to authorize the City Manager or designee to execute an Office Lease Extension Agreement for 2 years with Wilson Plaza Associates L.P. Corpus Christi, Texas as Landlord for the operation of the City Detention Center. Attachments: Agenda Memo-Office Lease Extension Agreement CDC Extendion Agreement-2017-07-12 CDC RENEWAL 2017.docx Form 1295 Certificate 100252401 8. 17-1001 Resolution supporting the approval of bonds and a project relative to Texas A&M University-Corpus Christi (TAMUCC) City of Corpus Christi Page 4 Printed on 811 812 01 7 City Council Meeting Agenda-Final August 22, 2017 A resolution of the City Council of the City of Corpus Christi, Texas, authorizing the Mayor to approve the issuance of(1) the New Hope Cultural Education Facilities Finance Corporation student housing revenue bonds (CHF - Collegiate Housing Island Campus, L.L.C. - Texas A&M University - Corpus Christi Island Campus Project) Series 2017a and to approve the project to be acquired with the proceeds of such bonds. Attachments: Agenda Memo-TAMUCC Housing Bonds 081517 Resolution-Corpus Christi TEFRA 2017 Presentation-TAMUCC Bonds 2017 Mayor Certification 2017 TAMUCC Housing public notices 2017 Island Campus Student Housing Aerial I RC Sec 147 9. 17-0967 Second Reading Ordinance -Amending City Code to establish guidelines for license applicants with criminal convictions (1st Reading 8115117) Ordinance amending Chapter 1 of the Corpus Christi Code of Ordinances by adding Section 1-14 to establish Guidelines for License Applicants with Criminal Convictions; and providing an effective date, for severance, and for publication. Attachments: Agenda memo vendor ordinance revised 08.08.2017 Ordinance-Guideline for Licensinq 6-27-17 10. 17-0980 Second Reading Ordinance -Approving Amendment to the Tax Increment Reinvestment Zone No. 3 Project & Financing Plan (1st Reading 8115117) Ordinance approving the amendment to the Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan approved by the Board of Directors of Reinvestment Zone Number Three, Corpus Christi, Texas on July 25, 2017. Attachments: Agenda Memo-3rd Amended TIRZ#3 Prosect Plan Ordinance-3rd Amended TIRZ#3 Prosect Financing Plan Exhibit A-TIRZ#3 Amended Prosect&Financing Plan- Legistlative Changes V TIRZ#3 Resolution-3rd Amended Prosect and Financing Plan (Resolution Oniti L. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. M. PUBLIC HEARINGS: (ITEMS 11 - 12) 11. 17-1032 Public Hearing on Fiscal Year 2018 Ad Valorem Tax Rate City of Corpus Christi Page 5 Printed on 811 812 01 7 City Council Meeting Agenda-Final August 22, 2017 Attachments: Agenda Memo for Public Hearing regarding FY18 Ad Valorem Tax Rate 12. 17-1080 Public Hearing and First Reading for Fiscal Year 2017-2018 Capital Budget and Capital Improvement Planning Guide Ordinance approving the Fiscal Year 2017 - 2018 Capital Budget and Capital Improvement Planning Guide in the amount of$174,057,200. Attachments: Agenda Memo-Capital Budget Ordinance-Capital Budget Presentation-8-22-17 Capital Budget 2018 N. REGULAR AGENDA: (ITEMS 13 - 15) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 13. 17-1012 Second Reading Ordinance -Adjusting Water and Wastewater Utility Rates (1st Reading 8115117) Ordinance amending the Code of Ordinances, City of Corpus Christi, Chapter 55, Utilities, regarding water and wastewater rates; providing for publication and effective date of January 1, 2018. Attachments: Agenda Memo- update for Utility Rates Ordinance-2018 Utility Rates Draft 08.04.2017v2 Presentation-08-15-17 Utility Rate ordinance v2 14. 17-0999 Resolution approving the FY 2017-2018 budget for the Corpus Christi Crime Control and Prevention District. (Public Hearing held 8115117) Attachments: Agenda memo-City council approve budget 08.15.2017 Approved FY 2017-2018 budget REVISED 7.26.17 Resolution-Approving Crime Control Budget FY17-18 Presentation-CCD FY2018 08.15.2017 15. 17-1081 Contract Amendment for the North Beach Redevelopment Initiative Motion authorizing the City Manager, or designee, to execute an amendment to a contract for planning services with Gateway Planning, Inc. of Dallas, Texas in an amount not to exceed $10,000 for a total restated fee of$59,900. Attachments: Agenda Memo-NB Planning Amendment Contract Amendment CC North Beach 08 17 17 Contract Gateway Planning Group City of Corpus Christi Page 6 Printed on 811 812 01 7 City Council Meeting Agenda-Final August 22, 2017 O. RECESS TO CORPORATION MEETING: (ITEM 16) 16. 17-0970 Special North Padre Island Development Corporation Meeting Attachments: Agenda Memo- NPIDC 8.22.17 NPIDC Meeting Agenda 082217 3 NPIDC Minutes 05-30-17 4 NPIDC Financials 6.30.2017 5 NPDIC Memo-Investment Policy and Strategy 5 Resolution- NPIDC Investment Policy and Strategy 5 City Investment Policy 122016 6 NPDIC Memo-Investment Plan 6 Resolution Authorizing Participation- NPIDC Funds 7 NPDIC Memo-FY 2018 Budget 7 FY2018 Budget Cash Flow 7 FY2018 Budget Sheets 1111 -Reinvestment Zone 2 P. RECONVENE CITY COUNCIL MEETING Q. FIRST READING ORDINANCES: (ITEMS 17 -26) 17. 17-1027 First Reading Ordinance -Accepting and Appropriating the FY 2018 Texas Automobile Burglary Theft Prevention Authority (ABTPA) Grant Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the Texas Automobile Burglary Theft Prevention Authority (ABTPA) grant in the amount of $410,973 to continue the motor vehicle theft enforcement grant within the Police Department for Year 17, with a City match of$675,542, in-kind match of$48,889 in the No. 1020 Police General Fund, and program income match of$9,517 for a total project cost of$1,144,924; designating the Chief of Police as Program Director and Director of Finance as financial officer for this ABTPA grant; appropriating $410,973 from the ABTPA in the No. 1061 Police Grants Fund; and appropriating $9,517 in program income match in the No. 1061 Police Grants Fund to continue the motor vehicle theft enforcement grant within the Police Department. Attachments: Agenda memo ATBPA appropriation 08.22.2017 Ordinance-ABTPA Grant 2017 Grant Award Document 18. 17-1011 First Reading Ordinance -Accepting and Appropriating the FY2017 Local Border Security Program (LBSP) Grant for the Police Department City of Corpus Christi Page 7 Printed on 811 812 01 7 City Council Meeting Agenda-Final August 22, 2017 Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant in the amount of$28,000 from the Texas Department of Public Safety, Texas Homeland Security State Administrative Agency for funding eligible under the FY2017 Local Border Security Program (LBSP) grant to reimburse overtime and fringe benefits; and appropriating the $28,000 in the No. 1061 Police Grants Fund. Attachments: Agenda memo LBSP appropriation 08.22.2017 Ordinance-Local Border Security Grant award letter 19. 17-1022 First Reading Ordinance - Accepting and Appropriating grant funds for the Tuberculosis Prevention and Control-State (TBPC-STATE) Grant Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Tuberculosis Prevention and Control-State (TB/PC-STATE) grant in the amount of$61,645.00, from the Texas Department of State Health Services in the No. 1066 Health Grants Fund with a City match of$12,329.00, from 1020 General Fund to provide tuberculosis prevention and control services for the contract period September 1, 2017, through August 31, 2018 for a total project cost of$73,974.00. Attachments: Agenda Memo-TB State Grant(9-1-2017 to 9-1-2018)(5)8-11-2017 Odinance- Revised TB PC STATE FY18 grant TB State Grant Contract No. 537-18-0032-0001 (9-1-2017 to 9-1-2018)-PEND. i 20. 17-1023 First Reading Ordinance -Accepting and Appropriating grant funds for the Laboratory Response Network Influenza Surveillance and Epidemiology Activities (LRN/FLU-LAB) grant Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Laboratory Response Network Influenza Surveillance and Epidemiology Activities (LRN/FLU-LAB) grant in the amount of $10,000.00 from the Texas Department of State Health Services in the No. 1066 Health Grants Fund to provide flu testing for the contract period September 1, 2017, through August 31, 2019. Attachments: Agenda Memo- Inf. Dis. Control (Flu-Lab) Grant 9-1-2017 to 9-1-2019(c)8-8-201 Ordinance for IDCU-FLU-LAB FY18 9-1-2017 to 9-1-2019 Grant(c-)-8-7-2017 Inf. Dis. Control LRN-Lab Flu Grant Contract No. 537-18-0101-00001 (9-1-2017 City of Corpus Christi Page 8 Printed on 811 812 01 7 City Council Meeting Agenda-Final August 22, 2017 21. 17-1038 First Reading Ordinance -Accepting and Appropriating grant funds for the Regional Local Services System/Local Public Health System (RLSS/LPHS) grant Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Regional Local Services System/Local Public Health System (RLSS/LPHS) grant in the amount of$328,736.00, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide essential public health services for the contract period September 1, 2017, through August 31, 2019; and appropriating related program income in the estimated amount of$260,000.00 in the Health Grants Fund No. 1066. Attachments: Agenda Memo-Regional Local Service Systems Grant 9-1-2017 to 9-1-2019(Q8 Ordinance-RLSS FY18 Grant(cD8-10-2017 RLSS Grant Contract No. 537-18-0210-00001 (9-1-2017 to 9-1-2019)x8-10-20 22. 17-0927 First Reading Ordinance -Closing of a utility easement located at 7313 South Staples Street Ordinance abandoning and vacating 0.137 acres of an existing utility easement out of a part of Roger's Subdivision, Block 1, Lot 1 B, located at 7313 South Staples Street and requiring the owner, DOXA Enterprises, L.P., to comply with the specified conditions. Attachments: Agenda Memo-Rogers Subdivision Ordinance with Exhibits-0816 Rogers PowerPoint 23. 17-0979 First Reading Ordinance -Appropriating funds for the purchase of one waste handler wheel loader and one backhoe loader for use in Solid Waste Operations Ordinance appropriating $326,528.17 from the reserved future replacement account into the capital outlay expenditure account in Maintenance Services Fund No. 5110 for the purchase of one waste handler wheel loader and one backhoe loader; amending the FY2016-17 operating budget adopted by Ordinance No. 030965 by increasing expenditures by $326,528.17; authorizing the City Manager or designee to execute all necessary documents to purchase a total of one ZBAR waste handler wheel loader for$250,528.17 from Nueces Power Equipment, of Corpus Christi, Texas, and one backhoe loader for $76,000.00 from Doggett Heavy Machinery Services, LLC., Corpus Christi, Texas, based on the cooperative purchasing agreements with Houston-Galveston Area Council and Local Government Purchasing Cooperative dba BuyBoard respectively, for a total amount not to exceed $326,528.17, for use by Solid Waste Operations. City of Corpus Christi Page 9 Printed on 811 812 01 7 City Council Meeting Agenda-Final August 22, 2017 Attachments: Agenda Memo- Backhoe Loader and Waste Handler Wheel Loader Ordinance Appropriating Reserve Funds Equipment Purchase vFinal Price Sheet- Backhoe Loader and Waste Handler Wheel Loader.pdf 24. 17-0982 First Reading Ordinance -Appropriating Funds for the Purchase of two Ford F-550 Trucks with Service Bodies for Solid Waste Operations Ordinance appropriating $210,058.00 from the reserved future replacement account into the capital outlay expenditure account in Maintenance Services Fund No. 5110 for the purchase of two 2017 Ford F-550 trucks with service bodies; amending the FY2016-17 operating budget adopted by Ordinance No. 030965 by increasing expenditures by $210,058.00; authorizing the City Manager or designee to execute all necessary documents to purchase a total of two 2017 Ford F-550 trucks with service bodies for$210,058.00 from Grande Truck Center, of San Antonio, Texas, through the Local Government Purchasing Cooperative dba Buyboard, for use by Solid Waste Operations. Attachments: Agenda Memo- Ford F-550 with Service Body Trucks for Solid Waste Ordinance-Ford F-550 with Service Body Trucks for Solid Waste.docx Price Sheet- Ford F-550 with Service Body Trucks for Solid Waste.xlsx 25. 17-1049 First Reading Ordinance - Donating Surplus Property to Habitat for Humanity Ordinance authorizing the conveyance of a tract of land located within the city at 1901 Brennan Street to Habitat for Humanity to be re-platted and rezoned by Habitat for Humanity for construction of a single-family affordable house at 1902 Lipan Street, subject to specified conditions; authorizing the City Manager or designee to execute all necessary documents related to the transaction; and providing for severance. Attachments: Agenda Memo Habitat Donation Odinance- Brennan ST Properties to Habitat Habitat Agreement 1902 Lipan Exhibit A Metes and Bounds Description Habitat for Humanity Letter Habitat for Humanity Map 26. 17-1043 First Reading Ordinance -Authorizing the Issuance of Utility System Revenue Improvement Bonds for State Water Implementation Revenue Fund for Texas (SWIRFT)funding through the Texas Water Development Board (TWDB)for Seawater Desalination City of Corpus Christi Page 10 Printed on 811 812 01 7 City Council Meeting Agenda-Final August 22, 2017 Ordinance authorizing the issuance of"City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2017" in an amount not to exceed $2,750,000; 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, a financing 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; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. Attachments: Agenda Memo for Issuance of SWIFRT Bonds Ordinance-SWIRFT Financing Agreement Resolution 031130 approved 4-25-2017 Requesting TWDB Financial Assistancf R. FUTURE AGENDA ITEMS: (ITEMS 27 -36) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 27. 17-1044 Appointing Financial Advisor for the Issuance of the City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2017" Motion authorizing the appointment of and approving the contract for M. E. Allison, & Co., as Financial Advisor for the issuance of the "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2017", in an amount not to exceed $2,750,000. Attachments: Agenda Memo- Financial Advisor for SWIRFT Loan Financial Advisor Contract 1295 Form 28. 17-1067 Resolution amending the City's Financial Budgetary Policies Resolution amending Financial Budgetary Policies adopted by Resolution 031189 and providing financial policy direction on preparation of the annual budgets. Attachments: Agenda Memo- Financial Policies 2.doc City of Corpus Christi Page 11 Printed on 811 812 01 7 City Council Meeting Agenda-Final August 22, 2017 Financial Policy update 8-16-17(redline).pdf Financial Policy update 8-16-17(clean copy).pdf 29. 17-1005 Resolution Authorizing Submission of a Grant Application for the Edward Byrne Memorial Justice, Bureau of Justice Assistance Grant (JAG) FY 2017 Local Solicitation within the Police Department Resolution authorizing the City Manager, or designee, to submit a grant application in the amount of$157,240 to the U.S. Department of Justice, Bureau of Justice Assistance for funding eligible under the Edward Byrne Memorial Justice Assistance Grant (JAG) Program FY 2017 Local Solicitation with 50% of the funds to be distributed to Nueces County under an Interlocal Agreement; and authorizing the City Manager or designee to execute an Interlocal Agreement between the City of Corpus Christi and Nueces County to establish terms for the sharing of the Edward Byrne Memorial Justice Grant (JAG) Program FY 2017-18 Local Solicitation. Attachments: Agenda memo JAG application 08.22.2017 1 nterlocal Agreement-for JAG 2017 Resolution-Apply Edward Byrne Grant Interlocal 2017 30. 17-1042 Vital Records Agreement that allows the Health District to Access the Texas Electronic Registration Remote System Motion authorizing the City Manager or designee to execute all documents necessary to accept an amendment to a contract with the Department of State Health Services (DSHS) for the amended contract period 9/1/2015 through 8/31/2018 to provide the Corpus Christi-Nueces County Public Health District (CCNCPHD) access to the Texas Electronic Registration Remote System (TER Remote System) for the purpose of issuing individual birth certificates, and pay DSHS a fee of $1.83 for each Certification of Vital Record printed as a result of searches of the database. Attachments: Agenda Memo(Reg. to Approve T.E.R. System Contract Amend. No. 537-16-0' DSHS Remote Birth Cert.Access Agreement 537-16-0118-00001A f9-1-2015 tc 31. 17-0971 Supply Agreement for the Purchase of Traffic Control Thermoplastics Material Motion authorizing City Manager, or designee, to execute a supply agreement with Flint Trading, Inc., of Charlotte, North Carolina, for the purchase of traffic control thermoplastics material, based on a cooperative purchasing agreement with The State of Texas SmartBuy (TX SmartBuy) for a total amount not to exceed $80,689.20. The term of the agreement is for one-year, with the option to extend up to two one-year periods, subject to the sole discretion of the City. City of Corpus Christi Page 12 Printed on 811 812 01 7 City Council Meeting Agenda-Final August 22, 2017 Attachments: Agenda Memo-Thermoplastics Material for Streets Department Price Sheet-Thermoplastics Material for Streets Department Supply Agreement-Thermoplastics Material for Streets Department Form 1295-Thermoplastics Material for Streets Department 32. 17-0972 Construction Contract for O.N. Stevens Water Treatment Plant Intermediate Sludge Removal Phase 1 FY 2018 (Capital Improvement Program) Motion authorizing the City Manager, or designee, to execute a construction contract with American Process Group, Inc., of Tacoma, Washington in the amount of$3,750,000 for the 0.N. Stevens Water Treatment Plant (ONSWTP) Intermediate Sludge Removal Phase 1 FY 2018 for Base Bid Part A plus Additive Alternate No. 1. (Capital Improvement Program) (CIP) Attachments: Agenda Memo-ONSWTP Sludge Removal Project Budget-ONSWTP Sludge Removal Location Map-ONSWTP Sludge Removal Presentation-ONSWTP Sludge Removal Form 1295-American Process Grp Letter of Recommendation-ONSWTP Sludge Removal 33. 17-0907 Service Agreement for Unleaded Gasoline and Ultra-Low Sulfur Diesel (TXLED) Fuel Delivery Service Motion authorizing City Manager, or designee, to execute a service agreement with Petroleum Traders Corporation, of Fort Wayne, Indiana for unleaded gasoline and ultra-low sulfur diesel (TX LED) fuel delivery services, in accordance with Request for Bid No. 1178, based on the lowest responsive, responsible bid for a total amount not to exceed $2,559,424.88 with an estimated expenditure of$427,000.00 in FY 2016-2017. The term of this contract will be for one year with options to extend for two additional one-year periods at the sole discretion of the City. Attachments: Agenda Memo- Unleaded Gasoline& Ultra Low Diesel Fuel Delivery Bid Tabulation- Unleaded Gasoline& Ultra Low Diesel Fuel Delivery Service Agreement 1178- Unleaded Gasoline& Ultra Low Diesel Fuel Delivery Form 1295- Unleaded Gasoline&Ultra Low Diesel Fuel Delivery COF- Unleaded Gasoline&Ultra Low Diesel Fuel Delivery COF Support 17-0907 Petroleum Traders Corporation, of Fort Wayne, Indiana 34. 17-0973 Supply Agreement for Standard Gasoline and Ultra-Low sulfur Diesel with Fuel Cards Motion authorizing City Manager, or designee, to execute an agreement City of Corpus Christi Page 13 Printed on 811 812 01 7 City Council Meeting Agenda-Final August 22, 2017 with Valero Marketing and Supply Company, of San Antonio, Texas for the purchase of standard gasoline & ultra-low sulfur diesel with fuel cards in response to Request for Bid No. 701 based on the lowest responsive, responsible bid for a total amount not to exceed $2,999,174.78, with an estimated expenditure of$249,931.23 funded by various funds in FY 2016-2017. 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. Attachments: Agenda Memo-Standard Gasoline& Ultra-Low Sulfur Diesel Bid Tab-Standard Gasoline& Ultra-Low Sulfur Diesel Supply Agreement 701 -Standard Gasoline&Ultra-low Sulfur Diesel Form 1295 Standard Gasoline&Ultra-Low Sulfur Diesel 35. 17-0954 Service Agreement for the Purchase and Installation of Six Air Condition Units at Oso Wastewater Treatment Plant Motion approving a Service Agreement for the purchase and installation of six air condition units at Oso Wastewater Treatment Plant not to exceed $67,136.00 from Pro Tech Mechanical, Inc. of Corpus Christi, Texas through the Local Government Purchasing Cooperative dba Buyboard, for use by the Facilities and Property Management Department for Oso Wastewater Treatment Plant. Funds budgeted in FY 2016-17. Attachments: Agenda Memo- Purchase and Installation of Six Air Condition Units Price Sheet- Purchase and Installation of six Air Condition Units Service Agreement-Purchase and Installation of Six Air Condition Units Form 1295- Purchase and Installation of Six Air Condition Units 36. 17-1058 Discussion and consideration regarding the composition of the Corpus Christi B Corporation's Board of Directors Resolution Amending City Council Policies Service on More Than One Board, Commission, Committee or Corporation. Attachments: Agenda Memo-Type B.pdf Resolution-Type B.pdf DRAFT Cert. of Formation-Type B.pdf DRAFT Bylaws-Type B.pdf S. FUTURE CORPORATION MEETING: (ITEM 37) 37. 17-1028 Annual Board of Directors Meeting of the Corpus Christi Community Improvement Corporation (CCCIC) Attachments: Agenda Memo for CCCIC Board Meeting 08-2015 CCCIC Board Meeting Agenda City of Corpus Christi Page 14 Printed on 811 812 01 7 City Council Meeting Agenda-Final August 22, 2017 CCCIC Minutes 16-09-13 CCCIC Treasurer's Report 07.31.17 CCCIC ByLaws T. BRIEFINGS: (NONE) Briefing information will be provided to the City Council during the Council meeting. Briefings are for Council information only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. U. EXECUTIVE SESSION: (ITEMS 38 -40) PUBLIC NOTICE is given that the City Council may elect to go into executive session at any time during the meeting in order to discuss any matters listed on the agenda, when authorized by the provisions of the Open Meeting Act, Chapter 551 of the Texas Government Code, and that the City Council specifically expects to go into executive session on the following matters. If the Council elects to go into executive session regarding an agenda item, the section or sections of the Open Meetings Act authorizing the executive session will be publicly announced by the presiding officer. The City Council may deliberate and take action in open session on any issue that may be discussed in executive session. The description of an item in "Executive Sessions" constitutes the written interpretation by the City Attorney of Chapter 551 of the Texas Government Code and his determination that said item may be legally discussed in Closed Meeting in compliance with Chapter 551 the Texas Government Code. 38. 17-0968 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 water supplies for industrial and other development, existing or potential agreements with water districts and other governmental entities involving the sale or purchase of water, wastewater, water rights or other utility services, potential economic development agreement(s) with business prospects that are considering the construction, expansion, and/or ownership of industrial facilities that will be consumers of water and/or wastewater services, potential creation of entities that could provide or assist in the provision of the aforementioned services, desalination, water reuse, and state regulations related to the aforementioned topics, 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), including, but not limited to, the provision of water to said business prospect(s) and the management, sale, or acquisition of rights to water for said business prospect(s). 39. 17-1050 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 provision of incentives pursuant to any previously executed or proposed economic development/ business incentive agreement(s) between the City and/or City of Corpus Christi Page 15 Printed on 811 812 01 7 City Council Meeting Agenda-Final August 22, 2017 related entities and Upper Padre Partners, LP, Gulf Shores Ventures, and/or North Padre Waterpark Holdings, Ltd. and possible development agreements or other funding mechanisms related to the construction of Park Road 22 bridge and related infrastructure, including, but not limited to, bridges, culverts, canals, sewers, lift stations, pump stations, revetments, pilings, and ditches, and pursuant to Texas Government Code § 551.087 to discuss confidential commercial or financial information pertaining to 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). 40. 17-1064 Executive session pursuant to Texas Government Code § 551.074 (Personnel Matters) to deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of the City Manager. V. 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. W. ADJOURNMENT City of Corpus Christi Page 16 Printed on 811 812 01 7 Cit of Corpus Christi 1201 Leopard Street Y p Corpus Christi,TX 78401 O forward.cctexas.com Meeting Minutes City Council Tuesday,August 15, 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 Joe McComb to call the meeting to order. Mayor McComb called the meeting to order at 11:34 a.m. B. Invocation to be given by Pastor Adam Carrington, Brooks AME Worship Center. Pastor Adam Carrington gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Mark Van Vleck, Assistant City Manager. Assistant City Manager Mark Van Vleck led the Pledge of Allegiance. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca L. 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 L. Huerta. City of Corpus Christi Page 1 Printed on 811712017 City Council Meeting Minutes August 15, 2017 Present: 9- Mayor Joe McComb,Council Member Rudy Garza,Council Member Paulette Guajardo,Council Member Michael Hunter,Council Member Debbie Lindsey-Opel,Council Member Ben Molina,Council Member Lucy Rubio,Council Member Greg Smith, and Council Member Carolyn Vaughn E. Proclamations /Commendations 1. Proclamation declaring August 13-19, 2017, "National Health Center Week". Swearing-In Ceremony for Newly Appointed Board, Commission and Committee Members. Mayor McComb presented the proclamation and conducted the swearing-in ceremony for the newly appointed board and committee members. Mayor McComb recognized City Secretary Rebecca L. Huerta for receiving her Certified Municipal Clerk designation from the International Institute of Municipal Clerks. F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor McComb referred to City Manager's Comments. City Manager Margie C. Rose reported on the following topics: a. OTHER 1)City Manager Rose provided clarification regarding an investigative news report aired on August 14, 2017 regarding T.C.Ayers Pool. City Manager Rose stated that television news generally tells a story in a very short amount of time and can leave the viewers with more questions than answers. City Manager Rose clarified that in no way did the City overpay the T.C.Ayers Pool contractors nor waste taxpayers'dollars.A complete reconciliation was done at the end of the project to shore up all required work and outstanding items. An invoice was paid with inaccurate information, but at no time did the taxpayers lose money. Planned sidewalk changes were made mid-project which resulted in savings that will be evident in the final reconciled project documents.The T.C.Ayers pool was completed in record time, below the original contract value,and most importantly, met the requirements for moving the Harbor Bridge project forward.The City had a contractural obligation to the parties of the Harbor Bridge Project and a commitment to the comunity. This item will be placed on the next City Council agenda under City Manager's Comments to allow staff to provide a status report and allow City Council to engage in a discussion.2)After the recent open house of the DNA lab at the O.N. Stevens Water Treatment Plant,several media outlets, including the Corpus Christi Caller Times,featured stories about the event.The Corpus Christi Caller Times story was re-published by Treatment Plant Operator magazine,a national magazine dedicated to water and wastewater issues.The article informed readers of the advances and proactive measures being taken at the O.N.Stevens Water Treatment Plant,significantly elevating the City's water treatment plant's profile at a national level.3)The Solid Waste Department partnered with Communities in Schools to teach environmental conservation and recycling in schools.An art contest was held and the winning art is featured on two Solid Waste recycling trucks. One of the trucks was featured in the parking lot of City Hall.4)The City is continuing to host a City of Corpus Christi Page 2 Printed on 811712017 City Council Meeting Minutes August 15, 2017 series of interactive budget balancer meetings to allow the public to engage in the budget process.The schedule of upcoming meetings include:Wednesday, August 16,2017 at 6:00 p.m.at the Broadmoor Park Senior Center; Thursday, August 17,2017 at 4:00 p.m.at the Ben McDonald Public Library;and Monday, August 21,2017 at 6:00 p.m.at the Utilities Department, Choke Canyon Room. 5)City Manager Rose recognzied 2017 Employee of the Third Quarter, Building and Grounds Custodian Brandon Alexander. 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 McComb deviated from the agenda and referred to comments from the public. Marthaymelda Martinez, 4742 Gabriel,spoke regarding the following: a recent incident in which Mari Ybarra was killed after being struck by a vehicle on Ayers Street;dangerous conditions on Ayers Street;and code violations at a property located at Mansheim and Ayers Streets. Rob Graban,202 Surfside, spoke regarding Agenda Item 27, North Beach redevelopment, expressing concern that the redevelopment plan address parking and drainage. Carrie Robertson Meyer, President of the North Beach Community Association, spoke regarding Agenda Item 27, North Beach redevelopment,and spoke regarding the following: support for redevelopment;consideration to develop a Tax Increment Reinvestment Zone for North Beach;concern regarding funding and maintenance of a proposed canal in Alternate 2;and improving infrastructure. Ray Madrigal, 4253 Dody,expressed concern from citizens regarding the Corpus Christi Independent School District locking up the field area at Carroll High School which prevents the public from using the track. Colin Sykes,309 Aberdeen, requested that the City support and participate in the Mayor's National Climate Agenda,a national organization formed to reduce greenhouse gas admissions. Paige Dinn,214 Ohio,spoke regarding Agenda Item 13,a public hearing on the Crime Control and Prevention District's Budget, and expressed support for keeping the Juvenile Assessment Center. Brandey Batey,225 Cape Henry and member of the Crime Control and Prevention District's Board, provide statistics on the City's crime rate and the need for more police detectives to investigate those crimes.Susie Luna Saldana,4710 Hakel and President of the Crime Control and Prevention District's Board, spoke regarding the Board's decision to cut all of the programs in the Crime Control budget to allow for continued funding of police officers. Ron Navarro, 1414 Peabody,spoke regarding Agenda Item 16, stating that the City should not be responsible for paying for damage to City streets by the Texas Department of Transportation's contractor, Flatiron/Dragados, related to the new Harbor Bridge Project. G. MINUTES: City of Corpus Christi Page 3 Printed on 811712017 City Council Meeting Minutes August 15, 2017 2. Regular Meeting of August 8, 2017 and Workshop of August 8, 2017. Mayor McComb referred to approval of the minutes. Council Member Vaughn made a motion to approve the minutes,seconded by Council Member Garza and passed unanimously. H. BOARD & COMMITTEE APPOINTMENTS: (NONE) I. EXPLANATION OF COUNCIL ACTION: K. CONSENT AGENDA: (3 - 12) Approval of the Consent Agenda Mayor McComb referred to the Consent Agenda.There were no comments from the public.A council member requested that Item 4 be pulled for individual consideration. Mayor McComb and Council Member Lindsey-Opel abstained on Item 10. A motion was made by Council Member Garza,seconded by Council Member Hunter,to approve the Consent Agenda. The consent agenda items were passed and approved by one vote as follows: Aye: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 3. Resolution ratifying the submission of grant applications from the Homeland Security Grant Program Resolution ratifying the submission of grant applications in the amount of$98,235.59 to the Texas Office of the Governor- Homeland Security Grant Division, Homeland Security Grant Program for law enforcement terrorism prevention activities. This Resolution was passed on the consent agenda. Enactment No: 031215 5. Service Agreement for On-Call Plumbing Repair Services for the Utilities Department Motion authorizing City Manager, or designee, to execute a service agreement with Javier M. Reyna dba Spring Plumbing and Construction, of Corpus Christi, Texas for plumbing repair services in City of Corpus Christi Page 4 Printed on 811712017 City Council Meeting Minutes August 15, 2017 accordance with Request for Bids (RFB) No. 1123 based on the lowest, responsive and responsible bid for a total amount not to exceed $39,312.50, with an estimated expenditure of$6,552.08 in FY2016-2017. The term of the agreement is for one year with option to extend for up to two additional one-year periods, subject to the sole discretion of the City. This Motion was passed on the consent agenda. Enactment No: M2017-119 6. Service Agreement for Emergency Spill and Remediation to Protect Storm Sewer System Motion authorizing City Manager, or designee, to execute a service agreement with Horizon Environmental, of Houston, Texas for emergency spill response and remediation services in response to Request for Bid No.1036 based on the lowest, responsive, responsible bid for a total amount not to exceed $22,762.30, with an estimated expenditure of$3,793.72 in FY2016-2017, and funded by the Utilities Department-Storm Water Division. 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. This Motion was passed on the consent agenda. Enactment No: M2017-120 7. Supply Agreement for hydrofluorosilicic acid for treatment of potable water at the O.N. Stevens Water Treatment Plant Motion authorizing the City Manager, or designee, to execute a supply agreement with Pencco, Inc. of San Felipe, Texas for the purchase of hydrofluorosilicic acid in response to Request for Bid (RFB) No. 1106 based on the lowest, responsive, responsible bid for a total amount not to exceed $182,250.00, with an estimated expenditure of$30,375.00 in FY2016-2017 funded by the Water 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. This Motion was passed on the consent agenda. Enactment No: M2017-121 8. Purchase of 18 2017 Ford Trucks for the Utilities Department Motion authorizing the City Manager, or designee, to purchase 16 2017 Ford F-150 Service Trucks from Silsbee Ford, of Silsbee, Texas, for the amount of$478,877.50 and two 2017 Ford F-550 Service Trucks from Grande Truck Center of San Antonio, Texas, for $192,598.00 based on the Local Government Purchasing Cooperative City of Corpus Christi Page 5 Printed on 811712017 City Council Meeting Minutes August 15, 2017 dba Buyboard, for a total amount not to exceed $671,475.50. Funds are budgeted in FY2016-17. This Motion was passed on the consent agenda. Enactment No: M2017-122 9. Second Reading Ordinance - Rezoning property located at 15057 Aruba Drive (1st Reading 8/8/17) Case No. 0617-06 Aruba Bay Resort, LLC.: A change of zoning from the "CR-1/10" Resort Commercial District with the Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with the Island Overlay and a Planned Unit Development Overlay. The property is described as being Padre Island-Corpus Christi, Section C, Lots 17 thru 20 and Padre Island-Corpus Christi, Section E, Block 1, Lots 1 and 2, located along the west side of Leeward Drive at the intersection with Aruba Drive, and north of Windward Drive. Planning Commission and Staff Recommendation (July 12, 2017): Approval of the change of zoning from the "CR-1/10" Resort Commercial District with the Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with the Island Overlay and a Planned Unit Development Overlay with specified conditions. Ordinance: Ordinance amending the Unified Development Code ("UDC'), upon application by Aruba Bay Resort, LLC. ("Owner"), by changing the UDC Zoning Map in reference to Padre Island-Corpus Christi, Section C, Lots 17 thru 20 and Padre Island-Corpus Christi, Section E, Block 1, Lots 1 and 2, from the "CR-1/10" Resort Commercial District with the Island Overlay to the "RM-AT/10/PUD" Multifamily AT District with the Island Overlay and a Planned Unit Development Overlay; 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: 031217 11. Second Reading Ordinance -Amending the Unified Development Code to improve function and implementation (1st Reading 8/8/17) Ordinance amending the Unified Development Code by revising Table 4.4.3.A "Residential Development (Two-Family and Townhouse districts)", subsection 5.2.14 "Self-Service Storage, Including Boat and RV Storage" and subsection 7.3.12.E "Tree of Palm Requirement"; and providing for severance, penalties, and publication. City of Corpus Christi Page 6 Printed on 811712017 City Council Meeting Minutes August 15, 2017 This Ordinance was passed on second reading on the consent agenda. Enactment No: 031219 12. Second Reading Ordinance - Lease Agreement for Arts Alive! Event (1st Reading 818117) Ordinance authorizing the City Manager or designee to execute an agreement with the Arts Community Center of Corpus Christi, Inc. to allow use of area generally bounded by current and former N. Shoreline Blvd., between Coopers Alley and Williams Street, for the Arts Alive! Event and related activities on September 2-3 2017; September 1-2 2018; and August 31-September 1 2019. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031220 4. Resolution authorizing the City Manager to move forward with a Bond 2018 Street Program as outlined at the July 13, 2017 Council Workshop Resolution authorizing the City Manager to move forward with a 2018 Bond Program including an Implementation Plan as outlined by City Staff at the July 13, 2017 City Council Workshop. Mayor McComb referred to Item 4,a resolution authorizing the City Manager to move forward with a Bond 2018 Program. Executive Director of Public Works Valerie Gray and council members discussed the following:the list of city streets proposed for Bond 2018;the North Beach redevelopment plan;the feasibility study to finalize the project for the North Beach Access Management Initiative; Timon Street and Surfside Boulevard being addressed during the discussion on Agenda Item 15 related to the Harbor Bridge;access on Beach Street;the breakers not included in the project;and staff working with the stakeholders to identify projects on North Beach. Council Member Vaughn made a motion to approve the Resolution, seconded by Council Member Rubio. This Resolution was passed and approved with the following vote: Aye: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 Enactment No: 031216 10. Second Reading Ordinance - Rezoning property located at 3701 Airline Road (1st Reading 818117) Case No. 0617-02 Margaret A. Markins and Linda Kay Cox: A change City of Corpus Christi Page 7 Printed on 811712017 City Council Meeting Minutes August 15, 2017 of zoning from the "FR" Farm Rural District to the "CN-1" Neighborhood Commercial District. The property is described as being Flour Bluff and Encinal Farm and Garden Tract, Section 20, 5 acres out of Lot 26, located along the west side of Airline Road, north of Lipes Boulevard, and south of Saratoga Boulevard. Planning Commission and Staff Recommendation (June 28, 2017): Approval of the change of zoning from the "FR" Farm Rural District to the "CN-1" Neighborhood Commercial District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Margaret A. Markins and Linda Kay Cox ("Owner"), by changing the UDC Zoning Map in reference to Flour Bluff and Encinal Farm and Garden Tract, Section 20, 5 acres out of Lot 26, from the "FR" Farm Rural District to the "CN-1" Neighborhood Commercial District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Mayor McComb referred to Item 10. Mayor McComb and Council Member Lindsey-Opel abstained from this item. Council Member Smith made a motion to approve the ordinance,seconded by Council Member Vaughn. This Ordinance was passed on second reading and approved with the following vote: Aye: 7- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 2- Mayor McComb and Council Member Lindsey-Opel Enactment No: 031218 M. PUBLIC HEARINGS: (ITEM 13) 13. Public Hearing for the Proposed FY 2017-2018 budget for the Corpus Christi Crime Control and Prevention District. Mayor McComb referred to Item 13. Police Chief Mike Markle stated that the purpose of this item is to hold a public hearing on the FY2017-2018 budget for the Corpus Christi Crime Control and Prevention District. Chief Markle presented the following information: the continued focus on core programs; the assignment of 63 police officers;the expenditures and revenues;the budget reductions including the elimination of the following programs: Pawn Shop Detail, replacement vehicles, Crime Prevention, Juvenile Assessment Center,and Juvenile City Marshals; and the proposed budget schedule. Council members and staff discussed the following topics: the ballot language regarding the Crime Control and Prevention District;whether the programs proposed to be eliminated are required; the ending fund balance;the cost to fund the Juvenile Assessment Center and Juvenile City Marshals;the community's interest in the Juvenile Assessment Center;staffs City of Corpus Christi Page 8 Printed on 811712017 City Council Meeting Minutes August 15, 2017 recommendation to protect the reserve fund; how to gauge the success of the Juvenile Assessment Center;the difference between the Juvenile Assessment Center and Nueces County's Juvenile Justice Center;critical steps to concentrate on crime prevention; how the Police Department will address the pawn shop detail; programs to educate the public regarding the use of surveillance cameras or alarm systems to reduce crime;and whether there is a process for use of reserve funds if necessary. Mayor McComb opened the public hearing. Mimosa Thomas and Mariah Boon, 710 Ponder Street,spoke regarding the impact of the Juvenile Assessment Center in addressing crime long-term and requested that the program be preserved. N. REGULAR AGENDA: (ITEMS 14 - 16) 14. Resolution authorizing settlement payment for Oso Golf Course cart barn damage Resolution authorizing payment to Foresight Corpus Christi Golf LLC for claim settlement of$60,250 in replacement expenses for the Oso Golf Course cart barn damaged by fire on September 30, 2016. Mayor McComb referred to Item 14.Assistant Director of Parks and Recreation Becky Perrin stated that the purpose of this item is to authorize payment to Foresight Corpus Christi Golf LLC for claim settlement of$60,250 in replacement expenses for the Oso Golf Course cart barn damaged by fire on September 30,2016.There were no comments from the Council or the public. Council Member Rubio made a motion to approve the resolution,seconded by Council Member Hunter. This Resolution was passed and approved with the following vote: Aye: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 Enactment No: 031221 15. Resolution to fund repair of streets impacted by the Harbor Bridge Relocation Project with lowest cost financing option Resolution directing the City Manager to fund repair of selected streets impacted by the Harbor Bridge Relocation Project using the financing option which provides the lowest cost to the City. Mayor McComb referred to Item 15. Executive Director of Public Works Valerie Gray stated that the purpose of this item is to approve a resolution directing the City Manager to fund repair of streets impacted by the Harbor Bridge Replacement Project using the financing option that provides the lowest cost option.The streets impacted include:Surfside Boulevard, Timon Boulevard, Comanche Street and Lipan Street.There were no comments from the Council City of Corpus Christi Page 9 Printed on 811712017 City Council Meeting Minutes August 15, 2017 or the public. Council Member Lindsey-Opel made a motion to approve the resolution, seconded by Council Member Hunter. This Resolution was passed and approved with the following vote: Aye: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 Enactment No: 031222 16. Reimbursement Resolution for Streets Related to the Harbor Bridge Relocation Resolution relating to establishing the City's intention to reimburse itself for the prior lawful expenditure of funds relating to constructing various City improvements from the proceeds of one or more series of tax-exempt obligations to be issued by the City for authorized purposes in an amount not to exceed $4,100,000; authorizing other matters incident and related thereto; and providing an effective date. Mayor McComb referred to Item 16. Director of Financial Services Constance Sanchez stated that the purpose of this item is to approve a reimbursement resolution related to repairing streets that will be impacted by the Harbor Bridge Replacement Project.The City plans on funding this project using the financing option which provides the lowest cost to the City in an amount not to exceed$4.1 million.Since work is scheduled to begin prior to the receipt of the funds,the resolution is need to allow the City to reimburse itself for the cost prior to the issuance of the obligations.There were no comments from the public. In response to Mayor McComb, Ms. Sanchez stated that staff will bring back the funding mechanism prior to the end of the calendar year once the process of selecting a financial advisor is complete. Council Member Smith made a motion to approve the Resolution,seconded by Council Member Hunter. This Resolution was passed and approved with the following vote: Aye: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 Enactment No: 031223 O. FIRST READING ORDINANCES: (ITEMS 17 - 19) 17. First Reading Ordinance -Amending City Code to establish City of Corpus Christi Page 10 Printed on 811712017 City Council Meeting Minutes August 15, 2017 guidelines for license applicants with criminal convictions Ordinance amending Chapter 1 of the Corpus Christi Code of Ordinances by adding Section 1-14 to establish Guidelines for License Applicants with Criminal Convictions; and providing an effective date, for severance, and for publication. Mayor McComb referred to Item 17. Police Chief Mike Markle stated that the purpose of this item is to amend the City's Code of Ordinances, Chapter 1, to establish guidelines for license applicants with criminal convictions.There were no comments from the public. A council member stated that this action is an affirmative step toward crime prevention. Council Member Molina 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: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 18. First Reading Ordinance -Adjusting Water and Wastewater Utility Rates Ordinance amending the Code of Ordinances, City of Corpus Christi, Chapter 55, Utilities, regarding water and wastewater rates; providing for publication and effective date of January 1, 2018. Mayor McComb referred to Item 18.Assistant Director of Support Services for Utilities Treatment Reba George stated that the purpose of this item is to amend the water and wastewater rates.The rates being proposed will generate the needed revenue to support the operations,debt,and capital budget requirements for the water, storm water, and wastewater utilities. Ms. George presented the following information: the rate review schedule;assumptions for water rates;the proposed water rate summary;assumptions for wastewater rates;the proposed wastewater rate summary;and a sample bill comparing the current and proposed water and wastewater rates. Interim Executive Director of Water Utilities Dan Grimsbo and Assistant City Manager Mark Van Vleck were available to respond to questions. There were no comments from the public. Council members and staff discussed the following topics: the increase in water rates for residential -inside-city-limits customers;the minimum charge for water rates and the tier adjustments; the wastewater rate ratio;winter quarter average for wastewater;the median usage for residential customers; the scenario for keeping the rates at the current level and the impact that would have on capital improvement projects; the amount of revenue generated by raising the rates;the list of capital improvement projects for water and wastewater;collection of less revenue for wastewater rates;concern with the long-term impact of reducing wastewater rates; United States Drought Monitor City of Corpus Christi Page 11 Printed on 811712017 City Council Meeting Minutes August 15, 2017 stating that the City of Corpus Christi is in abnormally dry status and how the status will effect water rates in the future; rate stabilization;the litigation regarding the sanitary sewer system and the federal mandates from the U.S. Department of Justice and the U.S. Environmental Protection Agency; pay-as-you-go collection system improvements;and educating the public on the reason for adjusting the rates. Council Member Lindsey-Opel 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: 6- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Lindsey-Opel, Council Member Molina and Council Member Smith Nay: 3- Council Member Hunter, Council Member Rubio and Council Member Vaughn Abstained: 0 19. First Reading Ordinance -Approving Amendment to the Tax Increment Reinvestment Zone No. 3 Project & Financing Plan Ordinance approving the amendment to the Tax Increment Reinvestment Zone#3 Amended Project & Financing Plan approved by the Board of Directors of Reinvestment Zone Number Three, Corpus Christi, Texas on July 25, 2017. Mayor McComb referred to Item 19. Business Liaison Alyssa Barrera stated that the purpose of this item is to approve the amendment to the Downtown Reinvestment Zone Project Plan approved by the Reinvestment Zone Number Three Board of Directors on July 25,2017.There were no comments from the public. In response to Mayor McComb, Ms. Barrera provided a brief overview of the changes to the plan. 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: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 L. RECESS FOR LUNCH Mayor McComb called for a recess at 1:31 p.m. Mayor McComb reconvened the Council meeting at 2:03 p.m. P. FUTURE COPORATION MEETING: (ITEM 20) City of Corpus Christi Page 12 Printed on 811712017 City Council Meeting Minutes August 15, 2017 20. Special North Padre Island Development Corporation Meeting This Corporation Meeting was recommended to be held. Q. FUTURE AGENDA ITEMS: (ITEMS 21 -25) Mayor McComb referred to Future Agenda Items. City Manager Margie C. Rose stated that staff had planned presentations on Items 23 and 25. Mayor McComb requested information on Item 22. City Secretary Rebecca L. Huerta announced that Council Member Lindsey-Opel was abstaining on Items 23 and 25. 21. Service Agreements for Temporary Staffing Services Motion authorizing the City Manager or designee to execute service agreements with Advance'd Temporaries, Inc. of Corpus Christi, Texas and Genesis Professional Solutions of San Antonio, Texas for temporary staffing services in accordance with Request for Proposal (RFP) No. 1096, based on best value for a total amount not to exceed $250,000 for each agreement for a grand total of$500,000. The term of these agreements is for one year with option to extend for up to three additional one-year periods, subject to the sole discretion of the City. This Motion was recommended to the consent agenda. 22. Resolution to execute Advance Funding Agreement for a High-Intensity Crosswalk at the intersection of Ocean Drive and Del Mar Boulevard (Bond 2012, Proposition 1) Resolution authorizing the City Manager, or designee, to execute an Advance Funding Agreement (AFA) with the Texas Department of Transportation (TxDOT) for a High-Intensity Activated Cross Walk (HAWK) traffic signal, at the intersection on Ocean Drive and Del Mar Boulevard with the City's required payment to TxDOT in the amount of $11,800 for reimbursement of direct state costs. This is related to the Ocean Drive from Buford to Louisiana Project (Bond 2012, Proposition 1). This Resolution was recommended to the consent agenda. 23. Construction Contract for Chaparral Street Phase 2 Development Master Plan (Bond 2014, Proposition 2) Motion authorizing the City Manager, or designee, to execute a construction contract with Reytec Construction Resources, Inc. of Houston, Texas in the amount of$4,889,551.60 for the Chaparral Street Phase 2 Downtown Development Master Plan project for Base Bid 2 and Additive Alternate No. 1. (Bond 2014 Proposition 2) City of Corpus Christi Page 13 Printed on 811712017 City Council Meeting Minutes August 15, 2017 This Motion was recommended to the consent agenda. 24. Office Lease Extension Agreement for the City Detention Center Motion to authorize the City Manager or designee to execute an Office Lease Extension Agreement for 2 years with Wilson Plaza Associates L.P. Corpus Christi, Texas as Landlord for the operation of the City Detention Center. This Motion was recommended to the consent agenda. 25. Resolution supporting the approval of bonds and a project relative to Texas A&M University-Corpus Christi (TAMUCC) A resolution of the City Council of the City of Corpus Christi, Texas, authorizing the Mayor to approve the issuance of(1) the New Hope Cultural Education Facilities Finance Corporation student housing revenue bonds (CHF - Collegiate Housing Island Campus, L.L.C. - Texas A&M University- Corpus Christi Island Campus Project) Series 2017a and to approve the project to be acquired with the proceeds of such bonds. This Resolution was recommended to the consent agenda. R. BRIEFINGS: (ITEMS 26 -27) 26. Discussion of proposed Convention Center Improvements presented at the July 19, 2017 workshop Mayor McComb referred to Item 26. City Manager Margie C. Rose stated that this item was originally presented at the July 19, 2017 City Council Workshop and was placed on the agenda to allow City Council to provide additional comments and feedback. Council Member Smith citied information previously provided to the City Council regarding:the estimated project costs and four different sources of funding; the possible number of events, attendees,and room nights estimated with the proposed expansion of the American Bank Center(ABC);the current hotel occupancy tax(HOT) revenue; the current funding allocated to support the convention center and the arena; HOT revenue capacity without a tax increase;and the current projects funded by HOT funds. Council Member Smith urged the City Council to be cautious moving forward with the convention center and hotel. Paulette Kluge, Chief Executive Officer of the Corpus Christi Convention and Visitors Bureau,stated that a committee has been established to continue to research the feasibility of the project and financial resources. Council members and staff discussed the following topics:when the ABC arena will be paid off; consideration to move forward to allow the committee to provide additional information; focusing on private investors;the demands on City of Corpus Christi Page 14 Printed on 811712017 City Council Meeting Minutes August 15, 2017 HOT funds;an in-depth review of the City HOT funds; research how other cities use HOT funds; and concern with subsidizing the hotel. MOTION OF DIRECTION Council Member Smith made a motion directing the City Manager to move forward with the project, but to do so by not providing a subsidy for a hotel, seconded by Council Member Garza. The discussion on the motion of direction included:the definition of subsidy; the need to upgrade the convention center to entice hoteliers; limited air service in Corpus Christi;the types of conventions attracted to Corpus Christi; a vision for the future of the convention center and arena;the impact of subsidizing a convention center hotel would have on nearby hotels; the value of the current facility to a potential hotel owner;and the recent improvements to the Selena Auditorium. Ms. Kluge encouraged the City Council to wait to receive all the information before making a decision. Council Member Garza withdrew his second on the motion of direction.The motion of direction died for lack of second. 27. North Beach Redevelopment Mayor McComb referred to Item 27. City Manager Margie C. Rose stated that this item was placed on the agenda to allow for discussion regarding the North Beach redevelopment and present changes made to the design since previously presented to the City Council. Assistant Director of Planning and ESI Daniel McGinn provided three exhibits including: North Beach Redevelopment Initiative Alternatives 1 and 2, land use and street network proposals;and a capital improvement projects list map. Mr. McGinn stated that the purpose of this project is to identify redevelopment opportunities and address traffic pattern changes as it relates to the Harbor Bridge relocation project.The plan identifies redevelopment alternatives with associated capital improvements needed to carry out the vision of the plan. Mr. McGinn provided an overview of the following:a map of the North Beach location; North Beach Redevelopment Initiative included as an appendix within the Downtown Planning Area District;the major differences between Alternatives 1 and 2 including: the sweeping turn exiting Beach Avenue; the median between Timon Boulevard and Surfside Boulevard;and the bioswale/canal esplanade; highlights of the plan including:eco-tourism, improved access, and integrated housing options;the capital improvement projects; and next steps. Council members and staff discussed the following topics: the scope of the project to transform the North Beach area; breakwaters;the alternatives for the canal and possible funding sources; protection from erosion;consideration to remove the North Beach Redevelopment Initiative from the Downtown Area Plan;continuing conversations with Gateway Planning,staff and including developer Jeff Blackard,who is interested in the North Beach area, regarding his vision for North Beach. MOTION OF DIRECTION Council Member Vaughn made a motion directing the City Manager to remove City of Corpus Christi Page 15 Printed on 811712017 City Council Meeting Minutes August 15, 2017 the North Beach Redevelopment Initiative from the Downtown Area Plan and move forward with a discussion with the parties involved, seconded by Council Member Guajardo and passed unanimously. S. LEGISLATIVE UPDATE: Mayor McComb referred to Legislative Update: Director of Intergovernmental Relations Tom Tagliabue reported on the following topics regarding the Special Session of the Texas Legislature including:the six items that the City of Corpus Christi did not want to pass including:expenditure caps, pre-emption of local ordinances, permitting reform, pre-emption of local distracted driving ordinances,the bathroom bill and union dues collection;and issues still pending including:the revenue cap,the tree bill,and the annexation bill. In response to a council member, Mr.Tagliabue provided an explanation of the annexation bill. T. EXECUTIVE SESSION: (ITEM 28) Mayor McComb referred to the day's executive session. The Council went into executive session at 3:29 p.m. The Council returned from executive session at 5:48 p.m. 28. Executive session pursuant to Texas Government Code § 551.074 (Personnel Matters) to deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of the City Manager. Mayor McComb referred to Item 28 and stated that no action would be taken. Mayor McComb requested that this item be placed on the August 22,2017 council agenda. U. IDENTIFY COUNCIL FUTURE AGENDA ITEMS None. V. ADJOURNMENT The meeting was adjourned at 5:54 p.m. City of Corpus Christi Page 16 Printed on 811712017 Cit of Corpus Christi 1201 Leopard Street Y p Corpus Christi,TX 78401 O forward.cctexas.com Meeting Minutes City Council Workshop Session Tuesday,August 15, 2017 9:00 AM Council Chambers Public Notice -- ITEMS ON THIS AGENDA ARE 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. THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. A. Mayor Joe McComb to call the meeting to order. Mayor McComb called the meeting to order at 9:02 a.m. B. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca L. 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 L. Huerta. Present 9- Mayor Joe McComb, Council Member Rudy Garza, Council Member Paulette Guajardo, Council Member Michael Hunter, Council Member Debbie Lindsey-Opel, Council Member Ben Molina, Council Member Lucy Rubio, Council Member Greg Smith, and Council Member Carolyn Vaughn Council Member Hunter arrived at 9:07 a.m. C. BRIEFINGS TO CITY COUNCIL: 1. Proposed FY2017-2018 Budget Presentations -General Fund, Internal Service Funds, Debt Service Funds, Enterprise Funds and Special Revenue Funds Mayor McComb referred to Item 1. City Manager Margie C. Rose stated: the purpose of this workshop is to complete presentation of the proposed FY 2017-2018 budget;and should time expire before presentations are concluded, the remaining presentations will be made during a City Council workshop on City of Corpus Christi Page 1 Printed on 811812017 City Council Workshop Session Meeting Minutes August 15, 2017 August 24,2017. Director of the Libraries Department Laura Garcia, Director of the Public Health District Annette Rodriguez, Director of Human Resources Steve Viera, Director of Financial Services Constance Sanchez, City Attorney Miles K. Risley(City Attorney's Office and Human Relations),and Director of Management and Budget Eddie Houlihan (General Government and Internal Services)each presented the following information: mission and mission elements; key services and related full-time equivalents(FTEs); efficiencies achieved in FY 2017 and planned in FY 2018; number of employees;total revenues;and expenditures. Following Ms. Garcia's presentation,the following items were discussed in response to questions from council members: what comprises allocations; an evaluation of libraries; health insurance and information technology(IT) allocations;a request for detailed budgets for Internal Service Funds;that there are six libraries in the Libraries Department;the previous evaluation conducted on libraries and a council member's request for that information; library utilization data; the reason for Fleet Allocation in the Library Department's budget;the difference between group and self-insurance costs; the partnership between certain schools and two libraries; reasons for the increase in the IT Department's allocations being attributable to a change in the allocation methodology and the Library Department's use of leased computers versus computers previously purchased with grant funds;and a council member's recommendation regarding a City grant writer. Following Ms. Rodriguez' presentation,the following items were discussed in response to questions from council members: reasons for the decrease in operating revenue;Zika-related issues;where vital records are stored; protecting vital records in the event of a natural disaster;allocation methodologies;the percent of allocations attributable to health insurance; allocations based on FTEs, repairs, etc.; and nurse practitioner salaries. Council members did not have questions following Mr.Viera's presentation. Following Mr. Risley's presentation regarding the City Attorney's Office, the following items were discussed in response to questions from council members: that the FY17 Achieved and FY18 Planned efficiencies are the same; and on-going training for City departments to reduce claims and lawsuits. Following Mr. Risley's presentation regarding Human Relations,the following items were discussed in response to questions from council members: the annual number of Fair Housing and Equal Employment Opportunity Commission (EEOC)cases investigated in relation to the number of FTEs. Following Mr. Houlihan's presentation regarding General Government,the following items were discussed in response to questions from council members: the Communication Department's functions; that some Communications functions are imbedded in individual City departments and the associated number of FTEs;a request from a council member for the number of employees with a Communications function,enterprise-wide; development of a city council policy on who in the City speaks for the City;and a request that a"City Council"tab be added to the budget book to include the City Council's budget. City of Corpus Christi Page 2 Printed on 811812017 City Council Workshop Session Meeting Minutes August 15, 2017 Following Mr. Houlihan's presentation regarding Internal Services Fund, Mr. Houlihan and City Manager Rose responded to questions from council members regarding: the use of the unreserved fund balance to pay for Police and Fire personnel;and a previous City Council Motion of Direction regarding maintaining a 3 percent fund balance and the remainder to be presented to City Council in a decision package. MOTION OF DIRECTION Council Member Vaughn made a motion directing the City Manager to appropriate the$2,575,022 from the Internal Services Unreserved Fund Balances,saved from a unanimous vote by City Council on Agenda Item 9,July 25,2017, for the following: 1)fund the one-time costs recommended in the Decision Packages, page 7: a) Municipal Court reporting software$140,000, b) Parks and Recreation -Corpus Christi Independent School District(CCISD) Natatorium$500,000,c) Police replacement vehicles$390,294;2)and needed facility repairs up to$150,000 for Animal Control, for example, the building currently used for storage and the dangerous gate system for the animals; in summary,this motion uses one-time funding for one-time costs,approves recommended items from the City Manager and leaves the City Council the remaining one-time funds of$1,394,729, seconded by Council Member Rubio. Council members and staff discussed the following additional topics: use of monies for capital improvement projects, not operating costs; City priorities and public safety; elimination of STEP increases for civilian employees in order to fund increases in Police and Fire;that the proposed budget does not increase the number of FTEs in Police and Fire; returning certain revenue to the Police and Fire Departments; using excess revenues from ad valorem taxes to meet Police and Fire collective bargaining obligations;sustainable sources of revenue;the need to allow City Manager Rose to determine the fiscal impact of returning certain revenue to the Police and Fire Departments;staffing Fire Station 18; using monies from the unreserved fund balance;a desire to increase the number of police officers;the cost of a fire truck and personnel for Fire Station 18;that equipment and staffing costs for Fire Station 18 are not in the proposed budget; plans to move staff from existing fire stations in order to staff Fire Station 18 within the existing budget; use of the Fleet Replacement Fund;the fiscal implications of the above-stated Motion of Direction;the cost of and schedule for future Police and Fire Academies;when the Crime Control and Prevention District first began funding police officers and the number added to the ranks through such funding; use of reserves for increases in public safety FTEs;that the cost per officer of a first-year officer, including equipment, is$127,000, increasing to$133,000 per year for second-year officers,with increases each year thereafter associated with collective bargaining agreements;the average number of vacancies in Police and Fire each year; historical staffing levels for Police;the Fire Department retaining the Texas Ambulance Supplemental Payment Program reimbursements; rebating monies in the Internal Services fund balance in excess of 3%to departments; that in the FY2017 budget, $5.7 million in reserves is to be used to pay for health insurance for Police and Fire as compared to$2.3 million for civilian employees;that in the FY2018 proposed budget, Police and Fire employees, under collective bargaining contracts,are asked to pay$137,000 and $40,000, respectively, for health care costs,while asking civilian employees pay$4.6 million;the current and historical fiscal burden of Police and Fire collective bargaining agreements;and the net change in sworn police City of Corpus Christi Page 3 Printed on 811812017 City Council Workshop Session Meeting Minutes August 15, 2017 officers over past fiscal years. City Manager Rose advised City Council that Police and Fire need to make adjustments to their health care plan design or the City will face additional health care costs for Police and Fire in FY18 that will require the appropriation of additional funding in lieu of civilian employees compensating for the health care costs of Police and Fire;and discussed the need for City Council to know the impact of the above-stated Motion of Direction before a vote is taken. Council members and staff went on to discuss the following topics: relying on increased ad valorem tax revenues versus taking money from City departments to fund the increasing costs of Police and Fire collective bargaining agreements; increased ad valorem tax revenue from new projects and appreciation in the value of existing properties;the potential decrease in revenue streams, necessary to meet Police and Fire collective bargaining commitments,that may result from decreasing other City departments' budgets in order to fund current Police and Fire collective bargaining commitments;the importance of the provision of potable water,street repairs and City functions other than Police and Fire; investing in technology as a means of increasing efficiencies; use of drone technology as a means of realizing efficiencies in Police and Fire; a request from a council member that, pursuant to a motion passed by City Council on July 25,2017, the City Manager was to bring a decision package to City Council regarding the use of the unreserved fund balance in the Internal Services Fund for City Council's consideration;and clarification by City Manager Rose that those decision packages were presented to City Council as part of this presentation. AMENDED MOTION OF DIRECTION Council Member Vaughn made a motion directing the City Manager to appropriate the$2,575,022 from the Internal Services Unreserved Fund Balances,saved from a unanimous vote by City Council on Agenda Item 9,July 25,2017, for the following: 1)fund the one-time costs recommended in the Decision Packages, page 7: a) Municipal Court reporting software$140,000, b) Parks and Recreation -Corpus Christi Independent School District(CCISD) Natatorium$500,000,c) Police replacement vehicles$390,294;2)and needed facility repairs up to$150,000 for Animal Control, for example, the building currently used for storage and the dangerous gate system for the animals; in summary,this motion uses one-time funding for one-time costs,approves recommended items from the City Manager and leaves the City Council the remaining one-time funds of$1,394,729; and, adding$650,000 for a fire truck for Fire Station 18,seconded by Council Member Rubio. Mayor McComb discussed: affording the City Manager time to determine the fiscal impact of the proposed Amended Motion of Direction;the role of City Council as policy makers versus management;and recommended that the proposed Amended Motion of Direction be tabled or not passed. The Amended Motion of Direction was approved with the following vote: Council Members Molina, Rubio,Vaughn, Garza, Guajardo, Hunter and Lindsey-Opel voting "Aye"and Council Members McComb and Smith voting "No". D. ADJOURNMENT The meeting was adjourned at 11:14 a.m. City of Corpus Christi Page 4 Printed on 811812017 City Of Corpus Christi CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY BOARD DETAILS fn SIZE 11 Seats The Corpus Christi Regional Transportation Authority operates and 107 TERM LENGTH 2 Years provides for a public transportation OVERVIEW TERM LIMIT 8 Yearssystem for Nueces County and the cities included in the Authority. _................................................................................................................................................................................................................................................................................................................................................................................ COMPOSITION Board of Directors consist of eleven (11) members-five(5)appointed by the City ■ Council;three(3)appointed by Nueces County Commissioners Court;two(2) ■� appointed by the Mayors of Cities in the Transit Authority other than Corpus ■ Christi,and the Chairman who is appointed by the Board.The principal municipality shall make its appointments to the board so that at least one of the DETAILS appointees is designated to represent the interests of the transportation disadvantaged. The statute does not mandate that this Board member be transportation disadvantaged. If the Chairman is from the membership,the entity that appointed that person will appoint a replacement.Terms shall be for two years;members may serve up to eight consecutive years as stated by State Law. The State Sunset Committee suggests that the appointing bodies should consider the appointment of a regular rider of the transit system.A member of the board must be a qualified voter residing in the authority. _.............................................................................................................................................................................................................................................................................................................................. CREATION/AUTHORITY Ordinance No. 18285 in accordance with Article 1118x,V.A.C.S.Approved by electors in the cities of Corpus Christi,Agua Dulce, Driscoll,Gregory, Robstown, San Patricio,and in Nueces County on August 10, 1985. Resolution No.20363- Amended terms to two-years and set an eight-year service limitation for members; House Bill 1621.Transportation Code,Chapter 451.501, Metropolitan Rapid Transit Authorities. ........................................................................................................................................................................................................................................................................................................................... MEETS 1st Wednesday,8:30 a.m., RTA Administration/Operations Facility,5658 Bear Lane ............................................................................................................................................................................................................................................................................................................................. TERM DETAILS Two-year terms. _.............................................................................................................................................................................................................................................................................................................................. DEPARTMENT Corpus Christi Regional Transportation Authority ............................................................................................................................................................................................................................................................................................................................... COMMITTEE/SUBCOMMITEE AGENDAS -............................................................................................................................................................................................................................................................................................................................ OTHER INFORMATION CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Corpus Christi Regional Transportation Authority Members August 22,2017 One(1)vacancy with term to 6/30/18. (Note:The principal municipality shall make its appointments to the board so that at least one of the appointees is designated to represent the interests of the transportation disadvantaged.The statute does not mandate that this Board member be transportation disadvantaged.) A.R."Butch"Escobedo CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Resigned District 5 1 06/30/18 Member City-Transportation Disadvantaged Abel Alonzo CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Active District 5 1 06/30/18 Member City Edward Martinez CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY _ Active District 2 1 06/30/18 Member City George Clower CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Active District 4 3 06/30/18 Member City Larry D.Young,Sr. CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Active District 2 1 06/30/18 Member City Glenn Martin CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Active 1 09/30/17 Member Mayor of other Cities Mike Reeves CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Active1 09/30/17 Vice-Chair Mayor of other Cities Angie Flores Granado CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Active so 4 09/30/17 Member Nueces County Scott M.Harris P.E. CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY ActivB1111 1 09/30/17 Member Nueces County Tom Niskala CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Active 1 09/30/17 Member Nueces County Curtis Rock CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Active 1 09/30/17 Chair Regional Transportation Authority Vangie Chapa CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Active,® Partial 09/30/17 Advisory Regional Transportation Authority Corpus Christi Regional Transportation Authority Applicants August 22,2017 James(Jim)B.Boggs CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY District 5 Self-Employed 4701 Donegal Drive Corpus Christi TX 361-765-8923 City Armando Chapa CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY District Retired City City or City- Transportation Donnie Contreras CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY District Retired Disadvantaged Steven V.DeAses CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY District 5 Ace Stevens Consulting City City or City- Transportation Martin L.Evans CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY District 5 Freedom Investment Counsel LLC 101 North Shoreline Blvd,Ste.560 Corpus Christi TX Disadvantaged Robbin C.Goodman CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY District 4 TPCO America Corporation 5431 Hwy 35 Gregory TX 361-704-8129 City Michael L.Staff CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY District 1 DRR&RS,Inc. 6342 Harwick St. Corpus Christi TX 361-853-0003 City City or City- Transportation Lamont C.Taylor CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY District 1 L.C.Taylor&Associates 1701 Stillman Corpus Christi TX 361-739-4686 Disadvantaged Bill Tinney CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY District 2 TKO Alarms and Security City Carlos Vargas CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY District LondonlSD 1306 FM 43 Corpus Christi TX 361-855-0092 City CITY OF CORPUS CHRISTI Submit Date: May 31, 2017 Application for a City Board, Committee, or Commission Profile James (Jim) B. Boggs _ AIA Prefix First Name Middle Initial Last Name Suffix Email Address Which Boards would you like to apply for? CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY: Submitted VON Street Address Suite or Apt State oft City Postal Code What district do you live in? W District 5 Primary Phone Alternate Phone Self Employed Sr. Architect Employer Job Title 4701 Donegal Drive Work Address-Street Address and Suite Number Corpus Christi, Work Address-City Texas Work Address-State 78 413 Work Address-Zip Code James (Jim) B. Boggs AIA Page 1 of 5 361/765-8923 Work Phone jimboggsregent@stx.rr.com Work E-mail address Preferred Mailing Address W Home/Primary Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: NO Education, Professional and/or Community Activity (Present) Professional Degree of Architecture/Design Texas Tech University previous Public Service: 10 years Board of Regents Del Mar College Two (2) terms Municipal Arts Commission for the City of Corpus Chrsiti One Term Library Board (City of CC) PP Corpus Christi Chapter American Institute of Architects. Various committees Texas Society of Architects. Leadership Corpus Christi I, Member First United Methodist Church Served 10 years as president of Wood River Community Association Why are you interested in serving on a City board, commission or committee? Serving on Community/City/state boards and commissions is life fulfilling It allows one to share with others the ideas and concepts acquired while practicing ones profession. By serving on other committees and boards one becomes a more knowledgeable person and can share more knowledge with others. My Architecture Thesis (necessary to graduate) was a Transportation Center for the City of Fort Worth, TX and much was learned about inter/intra-city Transportation Registered Voter? �- - YesrNo Current resident of the city? Yes r No 53 years If yes,how many years? James (Jim) B. Boggs AIA Page 2 of 5 Partial_Resume_Jim Boggs AIA_6- 17.doc Upload a Resume Please upload any additional supporting documents Demographics 1W Caucasian/Non-Hispanic Gender W Male Verification City Code Requirement - As a board, commission, or committee member, you will be asked to adhere to: City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Also, City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. w I Agree James (Jim) B. Boggs AIA Page 3 of 5 Consent for Release of Information - I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath - I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Board-specific questions (if applicable) Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you a qualified voter* residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) r. Yes r No Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you transportation disadvantaged? r Yes � No James (Jim) B. Boggs AIA Page 4 of 5 Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHOR ITY,NUECES COUNTY TAX APPRAISAL DISTRICT,PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX *Qualified elector/voter means a person who is 18 years of age or older; a United States Citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by an court; and a resident of this State. James (Jim) B. Boggs AIA Page 5 of 5 • DMC Board as Regent for 10 years (2006—2016) • Architect, City of Corpus Christi Department of Engineering Services • Coastal Bend Regional Park Foundation Founding member • Texas Ranching Heritage and Horse Park Association Founding Board member • The Arts Council of Corpus Christi Past President • Texas Tech University College of Architecture Alumni Association,which established the"Fund For Excellence"and the 'Distinguished Alumni"Awards and 27 Scholarship funds.During his chairmanship the College of Architecture at Texas Tech University was established, separate from the School of Engineering • Municipal Arts Commission, Chair • Corpus Christi Library Board, Vice Chair • American Institute of Architects • Texas Society of Architects • Cross-town Kiwanis Club Distinguished/Founding President • Kiwanis International Division 4, Distinguished Lt. Governor • Leadership Corpus Christi, Graduate of Class 1; active in LCC Alumni Association • Community service and board memberships include Boy Scouts of America, Corpus Christi Emmaus Community, Bucarader Parade Organization, 15 years, Corpus Christi First United Methodist Church • Wood River Commuity Assoc, President, 10 years. • Bold-Future Vision Action team member for Community Identity and Leadership Many other community organizations. CITY OF CORPUS CHRISTI Submit Date: Aug 15, 2017 Application for a City Board, Committee, or Commission Profile Armando Chapa Prefix First Name Middle Initial Last Name Email Address Which Boards would you like to apply for? CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY: Submitted VON Street Address Suite or Apt State City Postal Code What district do you live in? W District 5 Primary Phone Alternate Phone Retired NA Employer Job Title NA Work Address-Street Address and Suite Number NA Work Address-City NA Work Address-State NA Work Address-Zip Code Armando Chapa Page 1 of 5 NA Work Phone NA Work E-mail address Preferred Mailing Address W Home/Primary Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) B.A., M.A. degrees Texas A&M University Kingsville Board Member Texas Bridge Credit Union Why are you interested in serving on a City board, commission or committee? I believe the RTA provides a very valuable service to Corpus Christi and it's transportation dependent citizens. I have enjoyed and benefited greatly from my previous employment as City Secretary for Corpus Christi. My service with the City has given me an opportunity to gain valuable administrative, management, budgeting, and oversight experience. I would like to continue serving the City by volunteering my experience and time to help the RTA organization provide a meaningful and fiscally responsible service to our transportation dependent community. Registered Voter? r Yes No Current resident of the city? r. Yes r No 37 If yes,how many years? Upload a Resume Armando Chapa Page 2 of 5 Please upload any additional supporting documents Demographics TJ Hispanic Gender W Male Verification City Code Requirement - As a board, commission, or committee member, you will be asked to adhere to: City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Also, City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information - I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Armando Chapa Page 3 of 5 Oath - I swear that all of the statements included in my application and attached documents, if any, are true and correct. V I Agree Board-specific questions (if applicable) Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you a qualified voter* residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) r• Yes (- No Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you transportation disadvantaged? (- Yesr' No Armando Chapa Page 4 of 5 Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHOR ITY,NUECES COUNTY TAX APPRAISAL DISTRICT,PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX *Qualified elector/voter means a person who is 18 years of age or older; a United States Citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by an court; and a resident of this State. Armando Chapa Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Aug 01, 2017 Application for a City Board, Committee, or Commission Profile Donnie Contreras Prefix First Name Middle Initial Last Name Email Address Which Boards would you like to apply for? CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY: Submitted PARKS AND RECREATION ADVISORY COMMITTEE: Submitted qwmw�- Street Address Suite or Apt State City Postal Code What district do you live in? W District 3 Primary Phone Alternate Phone retired Employer Job Title Work Address-Street Address and Suite Number Work Address-City Work Address-State Donnie Contreras Page 1 of 5 Work Address-Zip Code Work Phone donniecontreras@gmail.com Work E-mail address Preferred Mailing Address V Home/Primary Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: Currently I serve on the Corpus Christi Regional Transportation Authority- Committee for Accessible Transportation (RCAT) and the Committee for Persons with Disabilities. Education, Professional and/or Community Activity (Present) Master's Degree in Science and Education Regional Committee for Accessible Transportation Coastal Bend Adaptive Sports Crossroads Adaptive Sports in Victoria Why are you interested in serving on a City board, commission or committee? Registered Voter? Yes No Current resident of the city? (-. Yes No 58 If yes,how many years? Donnie Bazan ContrerasPRO RESUME2015.docx Upload a Resume Donnie Contreras Page 2 of 5 Letter to City and_RTA.doc Please upload any additional supporting documents Demographics TJ Hispanic Gender W Male Verification City Code Requirement - As a board, commission, or committee member, you will be asked to adhere to: City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Also, City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information - I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Donnie Contreras Page 3 of 5 Oath - I swear that all of the statements included in my application and attached documents, if any, are true and correct. V I Agree Board-specific questions (if applicable) Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you a qualified voter* residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) r• Yes (- No Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you transportation disadvantaged? (-. Yes rNo Donnie Contreras Page 4 of 5 Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHOR ITY,NUECES COUNTY TAX APPRAISAL DISTRICT,PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX *Qualified elector/voter means a person who is 18 years of age or older; a United States Citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by an court; and a resident of this State. Donnie Contreras Page 5 of 5 Donnie Bazan Contreras Texas Department of Assistive Services 9411 Parkfield, Suite 500 04/2013 to 08/2014 Austin, TX 78758 Vocation Rehabilitation Counselor Piclidix Inc 6//2007 to 03/2013 Corpus Christi, TX Nursery, Landscape and Floral Business Coastal Bend College 811988 to 512007 Beeville, TX Academic Instructor/Division Chair Professional Profile Educator with a Specialty in Kinesiology and Health Science (19 years' experience) Director for Recreational Activities-Intramural and Extramural (19 years' experience) -I served as the Academic Division Chairperson of the Kinesiology and Health Science Division -manage the administrative, fiscal, and instructional resources of the division. -recruited full-time and adjunct faculty -scheduled class courses, faculty, classrooms, and other facilities; providing for the ongoing professional development and evaluation of faculty -oversaw curriculum development and assessment, classes instruction -responsible for student academic advisement -coordinated all aspects of faculty program development -responsible for planning and assessing of the divisional personnel -responsible for supporting the vision and mission of Coastal Bend College -responsible for compliance of rules governing The Texas Coordinating Board and the Southern Association of Colleges and Schools. -responsible for all divisional annual reports -served on various committees -provided leadership for college programs and its supporting curriculum. -oversaw the student evaluations of instructors -supported college economic and community development Corpus Christi Army Depot 1111980 - 811985 1 worked in the Compressor Shop as an Aircraft Mechanic Helper. 1 worked on the T53, 755, and T63 engine compressors. 1 worked on the disassembly and assembly of the bearing pack housing. 1 made minor repairs of some compressor assemblies. 1 cleaned parts, reworked the wheel assemblies and the impellers used to assemble compressors. 1 Flow Test the T55, L11 and the L110 number 2 bearing packages. 1 overhauled the bearing pack housing. In overhauling the bearing packages, 1 used 3 types of micrometers for precision measuring. 1 also used Dial Indicators to measure the wear on the A700 and the A720 couplers. 1 used the Intro micrometer to measure A area of the rear diffuser. Outside and Depth Micrometers for the Bearing Housing and the Travel Micrometer to measure the wing spread on the compressor rotors. 1 inspected parts for damage after disassembly. Either 1 would RED TAG or turned it over to Quality Assurance Inspector for approval. 1 worked in Rotating Electric Shop first as a Electrical Equipment Repairer Helper. 1 did disassembly, cleaning, repair, reassembly, and testing of electrical and mechanical equipment. The equipment mostly involved were motors, generators, external lights, inverters, actuators, fuel booster pumps. 1 overhauled a wide range of aircraft electrical components of all aircrafts repaired at CCAD 1 overhauled all aircraft line electrical components 1 overhauled aircraft generators 1 overhauled actuators 1 overhauled fuel probes 1 overhauled a variety of compressors 1 overhauled compressor sections 1 also worked with a variety of specialized tools used in the aircraft mechanic profession. 1 frequently used a variety of aircraft mechanical air tools 1 used torque wrenches in the overhaul process Other measurement tools that 1 used were micrometers and calipers 1 worked with Land Lights and Search Lights 1 also worked with specialized weighing tool for compressor blades Civic Service -Corpus Christi Regional Transit Authority (RCAT) Vice Chairman (1984- ) -City of Corpus Christi Committee for Persons with Disabilities Vice Chairman (2007- ) References Dr. John B Gratton Dr. Thomas B. Baynum President President New Mexico State University Carlsbad Black Hawk College Darlene Stockton John Moreno Coastal Bend College Coastal Bend College Judy Bloomquist Robert Alexander Texas A&M University Kingsville Texas Department of Assistive Services Education Master of Science Texas A&M University Kingsville Kingsville, TX May 1997 Bachelors of Science Corpus Christi State University Corpus Christi, TX (Currently Texas A&M Corpus Christi University) May 1988 Associate of Arts Del Mar College Corpus Christi, TX May 1980 High School Diploma Mary Carroll High School Corpus Christi, TX May 1976 Additional Information Department of the Army Certificate of Promotion Electrical Equipment Repairer Helper WG-5 effective 9/23/1984 Department of the Army Certificate of Training Basic DC Electricity 31 January 1985 Department of the Army Certificate of Promotion Electrical Equipment Repairer WG-8 Effective 812511985 Is 111 NEW MEXICO Junior College Vice President for Instruction January 5,2010 To Whom It May Concern: Mr. Donnie Contreras was employed at Coastal Bend College as a kinesiology instructor from August 1988 to May 2007. In this capacity, Donnie was responsible for teaching many different kinesiology courses while also directing the college's intramural program. Additionally, during his tenure Donnie was named as Department Chair of this division and he performed his duties to a remarkable degree of excellence. In my earlier experience, I had the opportunity to interview and recommend Mr. Contreras for employment at Coastal Bend College. We worked very closely together until 2005 when I left Coastal Bend College for my current position at New Mexico Junior College. During our time together, I found Donnie to be a wonderful teacher and a great asset to our college. He maintained a tremendous rapport with his students and his student evaluations continually demonstrated a high level of excellence. Additionally, Donnie freely accepted additional responsibilities and performed these duties very well. Mr. Contreras left Coastal Bend College due to a reduction in workforce brought about by budgetary shortfalls. In my opinion, Donnie will perform his responsibilities at your organization at a very high level of expertise and I highly recommend him for employment. Sincerely,, John B.Gratton Coastal Bend Thomas B.Baynum,Ed.D. College President (361)358-2838 January 6, 2009 To Whom It May Concern: RE: Donaciano Contreras This letter concerns Donaciano Contreras. Mr. Contreras was previously employed with Coastal Bend College from August 1988 to May 2007. He served as a Kinesiology Instructor for many years. In this position, he was responsible for teaching and mentoring students on the aspects of Kinesiology and physical education. He also assumed many other duties and responsibilities, such as being the Kinesiology Department Chair and being involved in extramural sports, in particular coaching basketball. Mr. Contreras' contract was non-renewed as part of a reduction in workforce due to budgetary constraints. At all times his evaluations were very good to excellent. During his employment, Mr. Contreras consistently demonstrated a willingness to work diligently on behalf of the College and an ability to function independently on complex tasks. Coastal Bend College wishes Mr. Contreras success in his future endeavors. If your organization is seeking an individual with his qualifications and abilities, it should consider Mr. Contreras to fill such a position. Sincerely, Dr. Thomas B. Baynum President Coastal Send College does not discriminate on the basis o(race,creed,color,national origin,gender,age,or disability. 01-05-1O;11:43AM; # 2/ 2 Juan(Johnny)Moreno `coastal Industrial Division Chairperson/ Bend Welding Instructor College (361)358-2838 To Whom it May Concern: RE:Donaciano Contreras This letter-is in regard to Donaciano Contreras.Mr.Contreras was employed with Coastal Bend College from 1988 to 2007,I would like to express that Donaciano(Donnie)and I have been close friends since then.Donaciano was the Kinesiology Instructor for all these years.He was responsible for teaching,mentoring and advising majors on all facets of Kinesiolgy and physical education.As an instructor he had other responsibilities and duties,which included being the Department Chair for Kinesiology.He coached basketball and was involved in the scheduling and execution of the extramural sports, was very well liked by his peers and students. Coastal Bend College had a budget shortfall a couple of years ago,in which Mr.Contreras' department was downsized,and unfortunately Mr.Contreras'contract was non-renewed.He always demonstrated professionalism,willingness to work countless hours for his department and helping other departments as well.While at Coastal Bend College he attended leadership and grant writing seminars to improve quality instruction and expansion of his department and of the college.He was involved with the Bee County Leadership council and numerous citywide youth sports organization. I believe that your organization would benefit tremendously with Mr.Contreras'knowledge, abilities and qualifications.I highly recommend Mr.Contreras. ;VC ,In 'al Division/Welding Instr. CITY OF CORPUS CHRISTI Submit Date: Oct 28, 2016 Application for a City Board, Committee, or Commission Profile Steven _ V DeAses Prefix First Name Middle Initial Last Name Email Address Which Boards would you like to apply for? CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION: Submitted CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY: Submitted Street Address Suite or Apt State City Postal Code What district do you live in? W District 5 Primary Phone Alternate Phone Ace Stevens Consulting Consulting Engineer Employer Job Title Work Address-Street Address and Suite Number Work Address-City Work Address-State Steven V DeAses Page 1 of 5 Work Address-Zip Code Work Phone steve@acestevens.com Work E-mail address Preferred Mailing Address r Home/Primary Address r Work Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: Chairman, Electrical Advisory Board (term expiring this year 2016) Education, Professional and/or Community Activity (Present) Licensed Professional Engineer, Master of Business Administration Degree, BS Electrical Engineering, Past Officer of Board of Directors for the Texas Society of Professional Engineers, Past President of the Young Business Professionals of the Coastal Bend, and served on numerous other local boards. Why are you interested in serving on a City board, commission or committee? Registered Voter? r= Yes r- No Current resident of the city? r. Yes r No 34 If yes,how many years? Steven V DeAses Page 2 of 5 Steven_DeAses_Resume_20160915.pdf Upload a Resume Please upload any additional supporting documents Demographics fJ Hispanic Gender W Male Verification City Code Requirement - As a board, commission, or committee member, you will be asked to adhere to: City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Also, City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. w I Agree Steven V DeAses Page 3 of 5 Consent for Release of Information - I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath - I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Board-specific questions (if applicable) Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you a qualified voter* residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) r. Yes r No Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you transportation disadvantaged? r Yes � No Steven V DeAses Page 4 of 5 Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHOR ITY,NUECES COUNTY TAX APPRAISAL DISTRICT,PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX *Qualified elector/voter means a person who is 18 years of age or older; a United States Citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by an court; and a resident of this State. Steven V DeAses Page 5 of 5 Steven V. DeAses, PE, MBA EDUCATION • Master of Business Administration, Texas A&M University Corpus Christi, 2010 • B.S. Electrical Engineering (Cum Laude), Texas A&M University Kingsville, 2005 • A.S. Mathematics & A.A. Liberal Arts, Del Mar College, Corpus Christi, 2003 • CCNA Computer Networking, Cisco Networking Academy, Del Mar College, 2001 PROFESSIONAL REGISTRATIONS/CERTIFICATIONS • Professional Engineering License, Texas Board of Professional Engineers, 2011 • NETA Certified Level II, InterNational Electrical Testing Association, 2013 • Certified Vibration Analyst Category 11, Vibration Institute, 2011 • Engineer-In-Training Certification, Texas Board of Professional Engineers, 2007 WORK EXPERIENCE • Ace Stevens Consulting—President/ Owner [5/2010—Present] o Engineering Design and Project Management of major industrial and utility projects ranging in size up to $120 million o Business Development and Marketing of companies small and large up to $15 million o Talent Management for companies ranging in size up to $3 million • Emerson Network Power— Supervising Engineer/Business Dev. [6/2013 —4/2014] o Lead Field Operations of Electrical Testing Services for refinery customers • Texas A&M Univ. Corpus Christi—Adjunct Professor of Engineering [8/2012— 5/2013] o Teach Power Courses such as Power Protection Systems and Transmission & Distribution Systems to undergraduate seniors • Bradleys' Inc. —Electrical Manager/Business Development [7/2011 — 5/2013] o Manage motor load testing business, oversee electrical facility O&M, aid in project management& business development, ensure quality motor repair with technical support, aid in leadership and technical training, oversee the business operations and strategy along with the other facility managers, supervise up to 115 employees • American Electric Power—Lead Engineer/Operations Coordinator [5/2004—7/2011] o Provide technical expertise regarding protection/control systems and substation equipment and coordinated construction projects with supervision of techs and engineers, while performing complex tasks under pressing deadlines o Provide technical training, regulatory reporting, and asset management support o Collaborate on interconnection agreement contracts and accounting practices o Coordinate up to 3,000 electrical workers during major outages • Texas A&M University Kingsville—EE Recruitment/Mentorship [2/2004—12/2004] o Recruit engineering students and provide mentoring and tutoring services • Del Mar College— Teaching Assistant in Mathematics and Physics [6/2002— 5/2003] o Taught math and science coursework in several programs and provided one-on-one tutoring services • Circuit City Stores — Customer Sales Counselor [11/2000 — 1/2002] o Led store in personal sales, initiated technical support program, worked every dept. • H.E.B. Grocery — Customer Service Assistant and Interim Supervisor [4/1999-11/2000] o Provided excellent customer service, worked in every store department, and supervised up to 30 customer service employees per shift COMMUNITY SERVICE • City of Corpus Christi, Electrical Advisory Board (Chairman; appointed by City Council) [2011 -Present] • Texas Society of Professional Engineers, Board of Directors (Secretary) [2014-2015] • TAMUCC Emerging Research Coalition [2014] • Volunteer / Administrator for several city, state, and federal Political Campaigns [2014] • Young Business Professionals of the Coastal Bend, Board of Directors (Past President, Founding Member) [2009 -Present] • Coastal Bend Business Innovation Center, Advisory Committee [2010 -Present] • TAMUK College of Engineering, Advisory Council [2010 -Present] • Harbor Lights Festival, Board of Directors (Volunteer Cmte Chair) [2010-2015] • Coastal Bend Business Plan Competition, Steering Committee (Sponsorships Co -Chair) [2010- 2014] • Flint Hills Resources, Community Action Council (Econ. Dev. Cmte.) [2011-2013] • World Affairs Council, Board of Directors [2012-2014] • ACE Mentorship, Steering Committee [2011] • "Run Joe Run" Mayoral Campaign, Strategy Committee [2011] • Moody HS Innovation, Academy Advisor [2011] • Junior Achievement, Volunteer Teacher [2011] • AEP Speakers Bureau, Public Speaker [2010-2011] • AEP Political Action Committee, Membership Committee [2010-2011] • MathCounts,Volunteer Judge and Test Administrator [2008-2011] • TAMUK EE Senior Design Project, Competition Judge [2006-2012] AFFLIATIONS, HONORS, AWARDS • Leadership Corpus Christi, Alumni (Class 43) [2014-2015] • Eagle Ford Shale Magazine — Featured Professional [2013] • Texas A&M University Corpus Christi — Outstanding Islander [2013] • Texas Society of Professional Engineers — Young Engineer of the Year [2012] • Texas (and National) Society of Professional Engineers [since 2011] • Coastal Bend Vibration Institute and Reliability Group [since 2011] • Corpus Christi Under 40 Award Recipient [2010] • Community Enrichment Organization's "El Ritmo" Celebrity Judge [2010] • Strathmore's Who's Who among Executives and Professionals [2010] • Madison's Who's Who among Executives and Professionals [2009, 2010] • Golden Key International Honors Society [since 2009] • Beta Gamma Sigma (Business Honors Society) [since 2009] • Featured Speaker of SWEDE Conference [2008] • Numerous Collegiate Scholarship Awards [2001-2005] CITY OF CORPUS CHRISTI Submit Date: Mar 14, 2017 Application for a City Board, Committee, or Commission Profile Martin L. Evans Prefix First Name Middle Initial Last Name Email Address Which Boards would you like to apply for? AIRPORT BOARD: Submitted COMMUNITY YOUTH DEVELOPMENT (78415) PROGRAM STEERING COMMITTEE: Submitted CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION / LOAN REVIEW COMMITTEE: Submitted CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION: Submitted CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY: Submitted NUECES COUNTY TAX APPRAISAL DISTRICT: Submitted PLANNING COMMISSION: Submitted PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX: Submitted Street Address Suite or Apt State City Postal Code What district do you live in? * lw District 5 viliffillaM11111 Primary Phone Alternate Phone Freedom Investment Counsel LLC 101 North Shoreline Blvd, STE 560 Work Address - Street Address and Suite Number Martin L. Evans Owner Job Title Corpus Christi Work Address - City TX Work Address - State 78401 Work Address - Zip Code Work Phone Marty@Freedom-ic.com Work E-mail address Preferred Mailing Address IW Home/Primary Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: no Education, Professional and/or Community Activity (Present) BS Political Science & History Ed, Texas A&I University Why are you interested in serving on a City board, commission or committee? Registered Voter? Yes r No Current resident of the city? Yes rNo Martin L. Evans 50 If yes, how many years? City Board Resume.doc Upload a Resume Please upload any additional supporting documents Demographics Ethnicity IW Unknown Gender fJ Male Verification City Code Requirement - As a board, commission, or committee member, you will be asked to adhere to: City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Also, City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. w I Agree Martin L. Evans Consent for Release of Information - I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. 1? I Agree Oath - I swear that all of the statements included in my application and attached documents, if any, are true and correct. IW I Agree Board -specific questions (if applicable) Question applies to CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION / LOAN REVIEW COMMITTEE Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? * 1-J Financial Institutions Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you a qualified voter* residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) r• Yes r No Martin L. Evans Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you transportation disadvantaged? r� Yes r No Question applies to NUECES COUNTY TAX APPRAISAL DISTRICT Are you a resident and qualified elector* of the District (Nueces County)? 0. Yes No Question applies to NUECES COUNTY TAX APPRAISAL DISTRICT Have you resided in the District for at least 2 years? er Yes r No Question applies to PLANNING COMMISSION Are you a registered voter of the City of Corpus Christi? • Yes r No Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX Are you a resident of the Port Authority district and an elector* of Nueces County? eYes rNo Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY,NUECES COUNTY TAX APPRAISAL DISTRICT,PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX *Qualified elector/voter means a person who is 18 years of age or older; a United States Citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by an court; and a resident of this State. Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX Have you been a resident of Nueces County for at least 6 months? • Yes r No Martin L. Evans MARTIN L. EVANS BACKGROUND: Following college graduation served as a career commissioned officer in the U. S. Army with leadership and management positions in a wide variety of demanding jobs throughout the United States, Europe, the Caribbean, and Central America. Following that, served as Pilot with a regional Part 135 air freight carrier in South Texas. Following that, served as a Financial Advisor and Investment Management Consultant with a major Wall Street Investment Firm. Small business owner in Corpus Christi for past 6 years. PAST POSITIONS & ACTIVITIES RELEVANT TO POSITION BEING SOUGHT: Service Platoon Leader U.S. Army Tank Battalion, Germany Leadership and supervision of 30+ soldiers; Responsible for a fleet of 30 medium trucks, fuel tankers & all terrain ammunition haulers; Logistical support of rations, fuel, supplies and ammunition to an armored tank battalion with 50 heavy tanks and 500+ personnel. Tank Battalion Inteligence Officer, US Army Germany Senior Staff Officer; Information gathering and analysis; Operational planing; Threat analysis; Force protection and operational security; combat readiness training Operations Officer, US Army Garrison, San Juan, Puerto Rico Command VIP breifing officer; Operational plans and training; Helicopter support to multiple military commands and government agencies in Puerto Rico and the US Virgin Islands; Disastor relief and humanitarian assistance operational support Installation Inspector General, US Army Ft. Sam Houston, Texas Personal advisor to the chief executive officer of a major military installation; Identified, analyzed and developed solutions for systemic problems related to the efficient management of a major military community with an annual operating budget in excess of $20 million. Investigated and reported to the commander on non -criminal complaints and allegations; Provided counseling and assistance on complex personal problems reported by employees and clients; budgeting oversight and internal controls Aviation Operations Staff Officer, US Army South, Panama (Operation Just Cause) Aviation issues briefing officer for Commander US Army South; Aviation operations planning and coordination at senior Army command; planned and participated in nation building operations to remote regions of Panama; Protocol escort officer for Secretary of the Army and U.S. Army Chief of Staff on two separate Command visits Aviation Batalion Executive Officer, US Army Honduras & El Salvador Coordinated downed aircraft and casualty recovery in a combat environment; Provided aviation support for International Election Monitors, El Salvador Nationl Reconciliation Elections 1991; Set up and maintained a remote communications relay network supporting aviation operations in a tropical mountainous region of Central America; Provided helicopter transport for medical teams on medical assistance missions to remote indigenous tribes of Honduras; Provided aviation support to US Embasys El Salvador and Honduras Financial advisor with a global investment firm. SKILLS SUMMARY: Excellent communications, written & verbal Multi level employee supervision experince Strategic planning and policy formulation Preparation and presentation of formal briefings Information analysis and reporting Project development and oversight Budgeting EXPERINCE: May 2009 — Present Financial planning and analysis Training and Teaching Computer and Internet savvy Marketing and sales P & L analysis Registered Principle/Owner — Freedom Investment Counsel LLC Established my own independent financial advisory practice to continue performing duties and responsibilities similar to those performed while employed in the financial services industry described below. Apr 1997- May 2009 Financial Advisor & Investment Management Consultant UBS PaineWebber, Corpus Christi, TX Developed new client relationships. Serviced clients in the areas of personal financial plans, employer sponsored retirement plans, securities and insurance sales. Supervised customer service and support staff. Achieved advanced professional designation as an Investment Management Consultant. Developed and maintained a personal business plan. Managed investment strategies in over 200 client relationships working to educate and assist clients in the investment decision making process. Daily activities include financial planning, investment performance analysis, marketing plan implementation, substantial client contact and frequent coordination with outside vendors or product managers. Assisted with new employee selection and training Grew capital responsibility and personal production for six consecutive years. Current capital responsibility $30,000,000+. Trailing 12 month production $215,000. Awarded special corporate recognition in 1998 for qualifying in the top 10% of peer group for new accounts and new assets under management. Nov 1995 -Apr 1997 Account Executive, Dean Witter, Corpus Christi, TX New client development, securities sales and marketing. (See above) Jul 1994 -Jan 1997 Air Carrier Pilot, Part 135 Operations, Aero Pak, San Antonio, TX Pilot for an overnight air freight operator. Aug 1991 -Jul 1994 Aviation Division Chief, Fifth U.S. Army, Ft. Sam Houston, TX Supervised a 5 -person management evaluation team validating aviation organization's training, safety, standardization and maintenance programs in an eight -state area. Inspected compliance with established regulations and policies. Insured internal controls and budget expenditure reporting procedures. Participated in formulation of policy and operational plans. Provided oversight and inspection Jan 1991 -Aug 1991 Executive Officer, 4th BN 228th Aviation Regt., Soto Cano AB, Honduras Supervised a management team responsible for aviation operations in 5 Central American countries with 30 helicopters and 300 employees. Developed a goal oriented aviation maintenance management program, improving aircraft availability rates by over 10% allowing increased operating tempo. Developed and implemented organizational structure changes to enhance aviation support in Central America. Jan 1990 -Jan 1991 Aviation Operations Officer, U.S. Army South, Ft. Clayton, Panama Provided staff oversight and support of aviation operations for a major military headquarters during and after Operation Just Cause. Organized and conducted frequent formal decision briefings and informative presentations for senior executive leadership and high level political and government leaders. Selected principal escort officer for Secretary of the Army and U.S. Army Chief of Staff on two separate command visits. Utilized persuasive skills in the corporate decision process. Feb 1986 -Jan 1990 Inspector General, Headquarters USAG, Ft. Sam Houston, TX Personal advisor to the chief executive officer of a major military installation. Responsible for formulation and interpretation of policies and regulations. Established a systematic inspection program to insure compliance with prescribed operating procedures. Received, evaluated and recommended action on special issues raised by employees and customers. Identified, analyzed and developed solutions for systemic problems related to the efficient management of a major military community with an annual budget in excess of $20 million. Supervised 5 staff specialists. Computer skills and other Qualifications: Microsoft Office Suite Windows NT MS Word MS Excel Group one life & annuity insurance license Education: NASD Series 7 Series 63 ACT Contact Management data base MS PowerPoint Series 65 Series 31 Investment Management Consultant Internet savvy Graduated Calallen Highschool 1969, BS in Political Science & History ED, Texas A & I University, Distinguished Military Graduate; Army Command and General Staff College (graduate level). Investment Management Consultant program UBS PaineWebber. CITY OF CORPUS CHRISTI Submit Date: Nov 14, 2016 Application for a City Board, Committee, or Commission Profile Robbin C Goodman Prefix First Name Middle Initial Last Name Email Address Which Boards would you like to apply for? CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY: Submitted Street Address City What district do you live in? * fJ District 4 Primary Phone Alternate Phone TPCO America Corporation Business Operations Specialist Employer Job Title 5431 Hwy 35 Work Address - Street Address and Suite Number Gregory Work Address - City Texas Work Address - State 78359 Work Address - Zip Code Suite or Apt State Postal Code Robbin C Goodman Page 1 of 5 361-704-8129 Work Phone robbing@tpcoamerica.com Work E-mail address Preferred Mailing Address F? Home/Primary Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Texas A&M University — Corpus Christi 2014-2016 Bachelors of Arts in Economics (to be awarded December 2016) American Petroleum Institute - Corpus Christi Chapter Ronald McDonald House of Corpus Christi Why are you interested in serving on a City board, commission or committee? Registered Voter? Yes r No Current resident of the city? Yes r No 2 If yes, how many years? Robbin Resume.pdf Upload a Resume Please upload any additional supporting documents Robbin C Goodman Page 2 of 5 Demographics Ethnicity 17 Caucasian/Non-Hispanic Gender I -J Male Verification City Code Requirement - As a board, commission, or committee member, you will be asked to adhere to: City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Also, City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. w I Agree Consent for Release of Information - I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. rJ I Agree Robbin C Goodman Page 3 of 5 Oath - I swear that all of the statements included in my application and attached documents, if any, are true and correct. w I Agree Board -specific questions (if applicable) Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you a qualified voter* residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) r• Yes r No Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you transportation disadvantaged? cYesr• No Robbin C Goodman Page 4 of 5 Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY,NUECES COUNTY TAX APPRAISAL DISTRICT,PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX *Qualified elector/voter means a person who is 18 years of age or older; a United States Citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by an court; and a resident of this State. Robbin C Goodman Page 5 of 5 ROBBIN COLE GOODMAN — Business Operations Specialist QUALIFICATIONS • 10 Years China/Chinese Experience • 15 Years Oilfield Experience • Fluent Mandarin Chinese • Academic Leadership Experience • International Science Research Experience • Oil Field & Geology Relationship Network WORK EXPERIENCE 8/2014 -Current TPCO America Corporation Gregory, Texas, USA BUSINESS OPERATIONS SPECIALIST •Assisting the Executive Team with facilitating accurate language translation and interpretation as needed. • Serving as liaison between Tianjin Pipe Group (Corporation) and TPCO America employees. • Coordinating housing, transportation, preparing Letters of Invitation and assisting with visa applications for delegates from HQ. • Creating, maintaining and implementing a charitable contribution plan. •Representing, planning and organizing programs to promote good will and relations between the local community & TPCO employees. • Developing and implementing employee engagement plan to build good will and relationships between TPCO employees. • General business services including maintenance of keys, annual elevator inspection, service contracts and others services as required. • Input on HR and Administrative company processes to improve efficiency. • Overseeing website for content. • Overseeing company email assignments. 5/2014 - 7/2014 Efood Trading Co. (Tianjin) Tianjin, P.R.C. BUSINESS CONSULTANT • Represented company at SIAL international food and beverage exposition in Shanghai • Negotiated with suppliers in Chinese, English and Spanish • Designed bilingual marketing materials • Developed B2B customer accounts • Handled communications with suppliers from Spain, Malaysia & Thailand 1/2014 - 7/2014 Fengshang Culture Club Tianjin, P.R.C. CUSTOMER RELATIONS INTERN • Developed international client accounts • Interfaced with international and local client base • Planned and managed club activities and events • Leveraged social media to engage customers and maintain relationships • Developed international expansion strategy and bilingual marketing materials 5/2013 - 9/2013 China University of Geoscience Beijing, P.R.C. GEOLOGY REASERCH INTERN • Preparing field reports, maps, and cross-section diagrams • Preparing Permeability & Porosity graphs for 3 Oil Wells • Assisting on geological survey of Henan gold mine • Performing microprobe analysis of rock samples at Texas A&M University 4/2013 - 5/2013 Urban Surveying Inc. Victoria, TX, USA SURVEY FIELD CREW INTERN • Operating Trimble GPS equipment in urban and field environment • Learning basics of property boundary and oilfield survey • Completing range of oil field survey tasks: staking of well pads, pipelines, and work easements • Karnes city royalties survey for Marathon Oil ROBBIN COLE GOODMAN — Business Operations Specialist ADDRESS: 1234 Nile Dr. #44 Corpus Christi, TX +1 361-461-2368, NIBBOR04@GMAIL.COM 8/2012 - 12/2012 University of Mississippi CHINESE TEACHING ASSISSTANT • Leading a class of 10 new Mandarin students • Conduct weekly language tutoring in Mandarin Chinese • Grading of homework, tests, and papers Oxford, MS, USA 01/2012 - 6/2012 China University of Geoscience Beijing, P.R.C. REASERCH ASSITANT • Co-authored academic paper with Petrology professor • Editing academic papers for multiple research teams • Participating in academic discussions guiding future research 6/2011 - 8/2011 Drill String Services Inc. Victoria, TX, USA MACHINE SHOP ASSISTANT • Running chemical process phosphate coating machined parts • Maintaining daily orderliness of tool crib and shop floor • Preparing repaired drill steam, doping and capping, to be returned to customer • Representing company on oil rig a point of contact for customer in multiple field operations. Education Texas A&M University — Corpus Christi 2014-2016 Bachelors of Arts in Economics (to be awarded December 2016) University of Mississippi 2010-2014 Course of Study: Geological Engineering/Mandarin Chinese Tianjin Normal University 2013-2014 Chinese Language Flagship Capstone Class Leader China University of Geoscience (Beijing) 2011-2012 Chinese Government Scholarship - Geology Chinese Language Flagship Center Qingdao 2010 St. Stephen's Episcopal School High School Degree Academic Work 2012 Dong, G., Mo, X, Zhao, Z., Zhu, D., Goodman, R. C., Kong, H., & Wang, S. (2013). Zircon U—Pb dating and the petrological and geochemical constraints on Lincang granite in Western Yunnan, China: implications for the closure of the Paleo-Tethys Ocean. Journal of Asian Earth Sciences, 62, 282-294. 2016 Meng, W., Wang, Z., Hu, B., Wang, Z., Li, H., & Goodman, R. C. (2016). Heavy metals in soil and plants after long-term sewage irrigation at Tianjin China: A case study assessment. Agricultural Water Management, 171, 153-161. Awards and Scholarships Wells Fargo Award for Outstanding Academic Performance in Economics 2016 TPCO America Certificate of Recognition 2014 The Language Flagship Chinese Capstone Scholarship 2013 American Petroleum Institute (Victoria, TX) Scholarship 2012-2016 American Petroleum Institute (Corpus Christi, TX) Scholarship 204-2016 American Petroleum Institute (Alice, TX) Scholarship 2014-2016 Chinese Government Scholarship 2011 University of Mississippi Academic Excellence Scholarship 2010 Certification HSK level 6 American Councils on the Teaching of Foreign Languages (ACTFL Chinese) 2+12+ Oral Proficiency Interview (OPI Chinese) - Superior CITY OF CORPUS CHRISTI Submit Date: Jan 06, 2017 Application for a City Board, Committee, or Commission Profile Michael L Staff Prefix First Name Middle Initial Last Name Email Address Which Boards would you like to apply for? CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY: Submitted Street Address City What district do you live in? * fJ District 1 Primary Phone Alternate Phone DRR & RS Inc. Employer 6342 Harwick St Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State 78417 Work Address - Zip Code Vice President Job Title Suite or Apt State Postal Code Michael L Staff Page 1 of 5 3618530003 Work Phone mistaff035@yahoo.com Work E-mail address Preferred Mailing Address F? Home/Primary Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Retired Corpus Christi Police Officer - 22 yrs. United States Army - 4 yrs. Past Chairman of Corpus Christi Crime & Prevention Board - 2 yrs. Board Member - 6 yrs. Past President of CCPOA - 8.5 yrs. Past Coordinator of RTA Security - 7 yrs. Why are you interested in serving on a City board, commission or committee? Registered Voter? Yes r No Current resident of the city? Yes r No 1 If yes, how many years? Upload a Resume Please upload any additional supporting documents Michael L Staff Page 2 of 5 Demographics Ethnicity 17 Caucasian/Non-Hispanic Gender I -J Male Verification City Code Requirement - As a board, commission, or committee member, you will be asked to adhere to: City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Also, City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. w I Agree Consent for Release of Information - I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. rJ I Agree Michael L Staff Page 3 of 5 Oath - I swear that all of the statements included in my application and attached documents, if any, are true and correct. w I Agree Board -specific questions (if applicable) Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you a qualified voter* residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) r• Yes r No Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you transportation disadvantaged? cYesr• No Michael L Staff Page 4 of 5 Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY,NUECES COUNTY TAX APPRAISAL DISTRICT,PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX *Qualified elector/voter means a person who is 18 years of age or older; a United States Citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by an court; and a resident of this State. Michael L Staff Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Dec 28, 2016 Application for a City Board, Committee, or Commission Profile Lamont C. Taylor Prefix First Name Middle Initial Last Name Email Address Which Boards would you like to apply for? CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY: Submitted Street Address City What district do you live in? * IW District 1 Primary Phone Alternate Phone L. C.Taylor & Associates Employer 1701 Stillman Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78407 Work Address - Zip Code CEO Job Title Suite or Apt State Postal Code Lamont C. Taylor Page 1 of 5 361 739 4686 Work Phone Itshadow@gmail.com Work E-mail address Preferred Mailing Address F? Home/Primary Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) M.A Trinity University, Co Chair Citizens Alliance for Fairness and Progress, and former Vice Chairman Board Member CCRTA Why are you interested in serving on a City board, commission or committee? Registered Voter? Yes No Current resident of the city? Yes r No 50+ If yes, how many years? Resume - Lamont C Taylor 2 .doc Upload a Resume Please upload any additional supporting documents Lamont C. Taylor Page 2 of 5 Demographics Ethnicity fJ African American Gender IW Male Verification City Code Requirement - As a board, commission, or committee member, you will be asked to adhere to: City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Also, City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. w I Agree Consent for Release of Information - I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. rJ I Agree Lamont C. Taylor Page 3 of 5 Oath - I swear that all of the statements included in my application and attached documents, if any, are true and correct. w I Agree Board -specific questions (if applicable) Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you a qualified voter* residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) r• Yes r No Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you transportation disadvantaged? Yes No Lamont C. Taylor Page 4 of 5 Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY,NUECES COUNTY TAX APPRAISAL DISTRICT,PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX *Qualified elector/voter means a person who is 18 years of age or older; a United States Citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by an court; and a resident of this State. Lamont C. Taylor Page 5 of 5 Lamont C. Taylor HIGHLIGHTS OF QUALIFICATIONS • 39 years of Transportation Experience • 25 years successful human resources experience • A born leader; effectively handled position of major responsibility on a continuous path of professional advancement • Results -driven achiever with exemplary planning and organizational skills, along with a high degree of detail orientation • Fast learner with a wide range of practical skills • Special talent for relating well with all types of people • Exceptional listener and communicator who effectively conveys information verbally and in writing • Effective in public speaking and media presentations • Skill in dealing with sensitive populations in a professional and concerned manner • Flexible team player that thrives in environments requiring ability to effectively prioritize and juggle multiple concurrent projects • A decision maker; resourceful and works well independently or as a cooperative team player • Highly motivated self-starter who takes initiative with minimum supervision • Extensive knowledge of the Corpus Christi community • Computer -literate performer with extensive software proficiency covering wide variety of applications PROFESSIONAL EXPERIENCE • Ensure Compliance with all aspects of DOT commitments. • Assure all Grants 5307,5309 DOJ, HUD and Homeland Security are properly assigned and compliance via the FTA team system . • Assure the integrity of the RTA Procurement process and the FTA 4220.1e procurement process. • Project Leader for ADA Title I, and Title II initiatives • Investigate employment practices and alleged violations of laws, in order to document and correct discriminatory factors. • Interpret civil rights laws and equal opportunity regulations for individuals and employers. • Study equal opportunity complaints in order to clarify issues. • Meet with persons involved in equal opportunity complaints in order to verify case information, and to arbitrate and settle disputes. • Coordinate, monitor, and revise complaint procedures to ensure timely processing and review of complaints. • Prepare reports of selection, survey, and other statistics, and recommendations for corrective action. • Conduct surveys and evaluate findings in order to determine if systematic discrimination exists. • Develop guidelines for non-discriminatory employment practices, and monitor their implementation and impact. • Review Company contracts to determine actions required to meet governmental equal opportunity provisions. • Counsel newly hired members of minority and disadvantaged groups, informing them about details of civil rights laws. • Instrumental in the Transit Reauthorization to insure DBE's have a place at the Transit Table. • Co -Authored Texas Unified Certification Program — RTA has a permanent seat on the TUCP coordinating council. • Successful in submitting and approval of two Triennial, Affirmative Action Plans, and Title VI Plans for the Regional Transportation Authority. • Extensive work in Human Resources • Extensive work in Compliance • Extensive work in Contract Compliance • TCRP Ambassador • TRB contributor • APTA Committee member Minority Affairs, (now DBE Sub committee under the Procurement) Diversity subcommittee representative, Access subcommittee, and finally Human Resources Sub committee • Planned Transportation Services for Elderly and Disabled Passengers • Developed Transition Plan for Care B services • Developed and trained personnel on requirements prior to and after ADA for fixed route services EMLOYMENT HISTORY — Corpus Christi Regional Transportation Authority 5 years 20 years 10 years Director/Business Development & Compliance DBE/EEO Officer Director of Elderly & Handicapped Transportation EDUCATION B.A. Business Administration and Computer Science — Huston -Tillotson College, Austin, TX (summa cum laude) M.A. Urban Studies — Trinity University, San Antonio, TX Graduate — Leadership Corpus Christi, Class XIV CTM (Competent Toastmaster) — Toastmasters International Certification MCA Certification, Master Compliance Administrator, American Contract Compliance Association. PROFESSIONAL AND COMMUNITY ASSOCIATIONS Board Member Citizens Alliance for Fairness and Progress Co Chair Corpus Christi Regional Transportation Authority 2011 to 2015 Leadership Corpus Christi Class XIV Nueces County MHMR foundation Board Member Toastmasters International — Corpus Christi Black Chamber of Commerce — Executive Board Member, Past President City of Corpus Christi Little League — Basketball Coach Hillcrest Neighborhood Association — Vice President City of Corpus Christi Planning Commission Past Chairperson Founding Member TUCP (Texas Uniformed Certification Program CITY OF CORPUS CHRISTI Submit Date: Dec 01, 2016 Application for a City Board, Committee, or Commission Profile Bill Tinney Prefix First Name Middle Initial Last Name Email Address Which Boards would you like to apply for? CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY: Submitted Street Address City What district do you live in? * IW District 2 Primary Phone Alternate Phone TKO Alarms and Security Employer Work Address - Street Address and Suite Number Work Address - City Work Address - State Work Address - Zip Code Job Title Suite or Apt State Postal Code Bill Tinney Page 1 of 5 Work Phone bwtinney@tkoalarms.com Work E-mail address Preferred Mailing Address ✓ Home/Primary Address E Work Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No. Education, Professional and/or Community Activity (Present) Why are you interested in serving on a City board, commission or committee? Registered Voter? cYes cNo Current resident of the city? r Yes c No 12 If yes, how many years? Upload a Resume Please upload any additional supporting documents Bill Tinney Page 2 of 5 Demographics Ethnicity 17 Caucasian/Non-Hispanic Gender I -J Male Verification City Code Requirement - As a board, commission, or committee member, you will be asked to adhere to: City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Also, City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. w I Agree Consent for Release of Information - I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. 1? I Agree Bill Tinney Page 3 of 5 Oath - I swear that all of the statements included in my application and attached documents, if any, are true and correct. w I Agree Board -specific questions (if applicable) Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you a qualified voter* residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) r• Yes r No Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you transportation disadvantaged? Yes 6* No Bill Tinney Page 4 of 5 Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY,NUECES COUNTY TAX APPRAISAL DISTRICT,PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX *Qualified elector/voter means a person who is 18 years of age or older; a United States Citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by an court; and a resident of this State. Bill Tinney Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Dec 29, 2016 Application for a City Board, Committee, or Commission Profile Carlos Vargas Prefix First Name Middle Initial Last Name Email Address Which Boards would you like to apply for? CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY: Submitted Street Address City What district do you live in? * fJ District 3 Primary Phone Alternate Phone London ISD Trans/Maint Director Employer Job Title 1306 FM 43 Work Address - Street Address and Suite Number Corpus Christi Work Address - City Texas Work Address - State 78415 Work Address - Zip Code Suite or Apt State Postal Code Carlos Vargas Page 1 of 5 (361) 855-0092 Work Phone cvargas@londonisd.net Work E-mail address Preferred Mailing Address F? Home/Primary Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Continue to volunteer my DJ (music) services for several organization. Why are you interested in serving on a City board, commission or committee? Registered Voter? Yes No Current resident of the city? c Yes r No 7 If yes, how many years? Resume_CarlosBVargas.doc Upload a Resume Carlos Vargas Biography.doc Please upload any additional supporting documents Carlos Vargas Page 2 of 5 Demographics Ethnicity 17 Hispanic Gender IW Male Verification City Code Requirement - As a board, commission, or committee member, you will be asked to adhere to: City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Also, City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. w I Agree Consent for Release of Information - I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. rJ I Agree Carlos Vargas Page 3 of 5 Oath - I swear that all of the statements included in my application and attached documents, if any, are true and correct. w I Agree Board -specific questions (if applicable) Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you a qualified voter* residing in the Authority? (Note: Authority includes the following services areas: Nueces County and the municipalities, Bishop, Corpus Christi, Driscoll, Gregory, Banquete, Agua Dulce, San Patricio, Port Aransas and Robstown) r• Yes r No Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY Are you transportation disadvantaged? cYesr• No Carlos Vargas Page 4 of 5 Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY,NUECES COUNTY TAX APPRAISAL DISTRICT,PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX *Qualified elector/voter means a person who is 18 years of age or older; a United States Citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by an court; and a resident of this State. Carlos Vargas Page 5 of 5 Carlos B. ANN Objective My objective is to obtain employment in my area of expertise, transportation. For the past twenty-seven years I have worked in the professional transportation field in some capacity. From my start as a bus operator for Pharr -San Juan -Alamo I.S.D. to my time as the General Manager of MV Transportation in Corpus Christi, TX, I have had the opportunity to learn most facets of the transportation field. I have become familiar with, among other aspects, route logistics, safety protocols, and budget management. I have also continued to refine my driving skills since driving was my first passion and has since become a lasting one. Most importantly, I have experience in both managerial and non -managerial positions, which has given me unique insight into both sides of transportation. I have learned, in other words, to balance the interests of my employer with those of my employees, which leads to a fair, efficient, and productive workplace. Experience General Manager, MV Transportation 2006-2014 Supervised dispatchers, trainers, drivers, clerks, administration personnel, maintenance and safety crews Executed payroll, local purchasing, and contract administration Managed division budget Visited centers/facilities Conducted monthly department meetings Submitted weekly/monthly operations reports to client Attended client meetings Attended and participated in board presentations Attended company training (MV University) Gained in -vehicle experience and conducted "behind the wheel" training Responsible for on-time operating performance, ridership equipment availability, and safety on all routes Recruited and developed staff to deliver reliable service Controlled the daily operation of transportation contract, in compliance with the policies of the contracting agency and in conformance with company procedures. Texas Certified Instructor, Region -One Educational Service Center 2002-2006 Attended Region -One meetings in Austin, Texas Conducted emergency school bus evacuation training in Cameron, Hidalgo, Jim Hogg, Starr, Webb, Willacy, and Zapata Counties Performed classroom instruction on school bus and transportation laws Performed "behind the wheel" training Performed classroom instruction on installation of child restraint devices Judged Regional and State level school bus Road-eo Director of Transportation, McAllen Independent School District Supervised a 120 person employee staff Oversaw a 1 6 million annual budget Managed proposals for school bus purchases Submitted Transportation Funding reports to ILA Performed evacuation training for students with special needs Attended monthly school board presentation 2001-2006 NINO Arranged meetings with school principals, teachers, and parents Gained in -vehicle experience and conducted "behind the wheel" training with bus drivers Managed Safe Transportation in-service meetings Collaborated with the City of McAllen during hurricane evacuation planning Transportation Supervisor/Dispatcher, Pharr -San Juan -Alamo I.S.D 1994-2000 Answered phones, greeted and assisted visitors, and handled general administrative duties, such as filing, copying and mailing field trip requests Organized regular bus routes Organized bus routes for students with special needs Supervised 98 bus routes Managed bi-weekly payroll Submitted Transportation Funding reports to ILA Performed school bus evacuation training at schools Performed "behind the wheel" training and earned in -vehicle experience Transportation Bus Operator, Pharr -San Juan -Alamo I.S.D. Transported students to and from school Completed assigned school function activities Ensured a safe driving environment Performed student school bus evacuation training Vehicle Transporter/Salesperson, Marty's Used Cars Transported used cars Assisted in sales and service Corresponded with customers Detailed vehicles Performed minor engine repair Education 1986-1994 1981-1986 HSD, Pharr -San Juan -Alamo High School 1981 Other Certified Texas Education Agency (FLA) Instructor Texas Association of Pupils Transportation (TAPT) Instructor State Certified under the Texas DPS in Accident Investigation Skills I am proficient in Microsoft Word, PowerPoint, and Excel. I also have excellent interpersonal skills, as I have been in a management/supervisor position for twenty years. Over that time, I have developed the communication skills necessary to effectively resolve conflicts, deliver company initiatives, and train employees. I have also developed the skills of multitasking and prioritizing, as I have consistently managed multiple projects/departments at once. 2 In 2006, Carlos Vargas joined MV Transportation after nearly 19 years of experience in the field. In his second year of working with MV Transportation, he received the award of "New General Manager of the Year" for 2008. He manages the budget for the corporation, supervises a team of 80 employees, and oversees customer care. Before coming to MV, he spent thirteen years with the Pharr -San Juan -Alamo ISD; seven years as a bus operator and six years as a dispatcher/supervisor. In January 2001, he became the Director of Transportation for McAllen ISD. Carlos has received numerous certifications and training within the transportation field. A most recent certification was received at MV University General Manager training. Other certifications include Texas A&M Engineering Extension Service Instructor, Texas DPS Accident Investigator, Texas DPS Child Restraint, and Texas Association for Pupil Transportation Instructor. In addition, he is a certified instructor for wheelchair securement. While employed with McAllen ISD, he attended education logistics training for school bus routing in Las Vegas, Nevada. He also attended United States Homeland Security Weapons of Mass Destruction training in Austin, Texas. Carlos is also active within the community of Corpus Christi. He currently serves as board member with Corpus Christi Hispanic Chamber of Commerce, member of Corpus Christi Chamber of Commerce, committee member with Corpus Christ Committee For Persons With Disabilities, active volunteer with Big -Brothers Big -Sisters of South Texas, active volunteer with Flour Bluff Special Olympic and volunteers with Antonio Art Garcia Center annual Navidad Del Los Nino's Christmas event in which he provides music during the Christmas toy drive giveaway. Originally, from Pharr, Texas, Carlos now works in Corpus Christi, Texas, with his wife Graciela, a teacher with CCISD. His daughter Sara Eloisa graduated in May 2008 from TAMUK as an Electrical Engineer and currently works for Sam's Club Corporate office in Rogers, Arkansas. In May -2010, his son Carlos Emmanuel graduated from TAMUCC with a degree in Biochemistry and currently attends Pacific Northwest University of Health Science in Yakima, Washington. An important aspect of his life includes his family and friends, but of great importance, his wife. He also enjoys fishing, cooking, and his favorite barbecuing where he was awarded 1St place in the "2002 -Backyard Chef" contest. City Of Corpus Christi HUMAN RELATIONS COMMISSION BOARD DETAILS OVERVIEW SIZE 16 Seats TERM LENGTH 3 Years TERM LIMIT 6 Years The Human Relations Commission studies problems of group relationships within the City, and devises and recommends to the Mayor and City Council ways and means of discouraging and combating prejudice, intolerance, and bigotry in all groups in their relations with one another; to discover all practices and policies calculated to create conflicts and tensions, and to recommend ways and means of eliminating any unfair or unjust discrimination by or against any person or group. DETAILS COMPOSITION Sixteen (16) members, fourteen (14) of whom shall be appointed by the Mayor with approval of the Council to study problems of group relationships within the City; one (1) who shall represent the selling of dwellings, one (1) who shall represent the renting of dwellings and one (1) member of the staff of the Legal Aid Society to serve continuously, and three (3) shall not be more than 20 years of age at time of appointment serving one-year terms. Eleven (1 1) members shall serve three-year terms. The chair of the commission shall be designated by the Mayor for a one-year unstaggered term. The Chairperson of the Committee for Persons with Disabilities serves as an ex -officio voting member. CREATION / AUTHORITY Section 24-2, Code of Ordinances; Ord. No. 9410, 7-02-69; Ord. No. 9551; 10422, 10915, 13940, 16467, 023411, 8-18-98; Ord. No. 024364, 2-13-01; Ord. No. 025650, 2-10-04. MEETS 1st Thursday of the month, 5:00 p.m., City Hall, Council Chambers TERM DETAILS Three-year staggered terms. DEPARTMENT Human Relations COMMITTEE/ SUBCOMMITEE N/A AGENDAS OTHER INFORMATION HUMAN RELATIONS COMMISSION diNM 1 Human Relations Commission Members August 22, 2017 Seven (7) vacancies with terms to 6-14-18 and 6-14-20 representing the following categories: 3 - Regular Members, 1- Selling of Dwellings Representative and 3 - Youth. (Note: This is a Mayoral appointment with approval of the City Council. The Mayor also designates the Chair of the Commission for a one-year term.) Name Laura Commons Melody T. Guerrero Rene Saenz Zoya S. Su rani Joel Mumphord Lyndon Smiling Saherish Surani Nora G. Mireles William "Mickey' Kramer, April Denine Bassett Dr. Bilaye R. Benibo Dr. Roy E. Stock Maria G. Rodriguez Linda A. Cantu Richard Balli Carlos Aguinaga Board Name HUMAN RELATIONS COMMISSION HUMAN RELATIONS COMMISSION HUMAN RELATIONS COMMISSION HUMAN RELATIONS COMMISSION HUMAN RELATIONS COMMISSION HUMAN RELATIONS COMMISSION HUMAN RELATIONS COMMISSION District IIIMMIM Seeking reappointment Seeking reappointment Seeking reappointment Seeking reappointment Resigned Resigned Not seeking reappointment HUMAN RELATIONS COMMISSION Active Jr. HUMAN RELATIONS COMMISSION Active HUMAN RELATIONS COMMISSION Active HUMAN RELATIONS COMMISSION Active HUMAN RELATIONS COMMISSION Active HUMAN RELATIONS COMMISSION Active HUMAN RELATIONS COMMISSION Active HUMAN RELATIONS COMMISSION Active HUMAN RELATIONS COMMISSION Active District 4 District 5 District 3 District 3 District 3 District 4 District 5 District 3 District 5 District 2 District 1 District 5 End Date Position Partial 06/14/17 Member 2 06/14/17 Member 1 06/14/17 Member 1 06/14/17 Member 1 06/14/17 Member 1 06/14/17 Member 3 06/14/17 Member 1 06/14/18 2 06/14/18 1 06/14/18 1 06/14/19 1 06/14/19 District 1 1 District 1 1 District 2 N/A Member Chair, 6/14/17 Member Member Member Category Selling of Dwellings Youth Regular Member Youth Regular Member Regular Member Youth Rental of Dwellings Regular Member Regular Member Regular Member Regular Member Attendance 82% 9/11 (2 exc.) 64% 7/11 (1 exc.) 55% 6/11 (5 exc.) 55% 6/11 (5 exc.) 06/14/19 Member Regular Member 06/14/19 Member Regular Member N/A Ex -Officio, Voting Committee For Persons With Disabilities, Chair N/A N/A Member Legal Aide Society, Continuous Human Relations Commission Applicants August 22, 2017 Boards A• •I in• For District Richard Bailey HUMAN RELATIONS COMMISSION District 2 Retired Regular Member Jeremy L. Coleman HUMAN RELATIONS COMMISSION District 2 P.O. Box 6564 Corpus Christi TX 361-883-1009 Regular Member Thomas Rosales HUMAN RELATIONS COMMISSION District 1 Texas Health and Human Services Commission 3533 S. Alameda St. Corpus Christi TX 361-694-4576 Regular Member Robert C. Soape HUMAN RELATIONS COMMISSION District 5 Regular Member John D. Williamson HUMAN RELATIONS COMMISSION District 4 Student (Ray High School) Youth Representative CITY OF CORPUS CHRISTI Submit Date: Mar 03, 2017 Application for a City Board, Committee, or Commission Profile Richard Prefix First Name Email Address Middle Initial Bailey Last Name Which Boards would you like to apply for? AIRPORT BOARD: Submitted HUMAN RELATIONS COMMISSION: Submitted Street Address City What district do you live in? * fJ District 2 woman. Impowanui Primary Phone Alternate Phone Retired Employer Job Title Work Address - Street Address and Suite Number Work Address - City Work Address - State Richard Bailey Suite or Apt State Postal Code Work Address - Zip Code Work Phone rbaileysr@hotmail.com Work E-mail address Preferred Mailing Address ✓ Home/Primary Address ✓ Work Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No, but have applied to Airport Board Education, Professional and/or Community Activity (Present) BBA, MBA Past member of Transportation Safety Advisory Committee, CCTEX Why are you interested in serving on a City board, commission or committee? Registered Voter? c Yes r No Current resident of the city? Yes No 60 years If yes, how many years? Bailey Resume 2016.doc Upload a Resume Richard Bailey Please upload any additional supporting documents Demographics IW African American Gender IW Male Verification City Code Requirement - As a board, commission, or committee member, you will be asked to adhere to: City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Also, City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. I; I Agree Consent for Release of Information - I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. 1J I Agree Richard Bailey Oath - I swear that all of the statements included in my application and attached documents, if any, are true and correct. w I Agree Board -specific questions (if applicable) Question applies to HUMAN RELATIONS COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? * iJ None of the Above Richard Bailey Objective Experience Richard W. Bailey Seeking a challenging position that will continue to utilize my skills, experience and education in the area of Continuous Improvement, Lean Manufacturing and Supply Chain Logistics. ( 2015 — 2016 ) Chemours Chemical ( 2003 — 2015) E.I. DuPont Chemical Lean Six Sigma Green Belt, Lean Practitioner, Production System Master Black Belt- Certified Facilitator- • Successful implementation of a Lean Production System as a Production System Expert. The DuPont Production System is an integrated system designed to deploy best practices, develop people and organizational capability, and find creative new ways to utilize assets and eliminate waste. Its scope is to "make and deliver" at all DuPont owned/operated manufacturing units. The system is focused on safely serving customers, understanding and outperforming competition, and fully engaging everyone in continuous improvement. It parallels the Toyota Production system in concept and purpose. - Implementation included a diagnostics phase, which identified $14.2 million of potential improvement projects and was achieved over a 2 year period. • Successfully implemented TRACC best practices at the Corpus Christi site using lean six sigma tools. TRACC is an Enhancement Toolset for Lean Production System execution. • Personally led several Black Belt and Kaizen projects which delivered over $1.8 million in hard savings. • Facilitated (part of 3 man team) over 20,000 man hours of training. • Coached and trained site leadership New Mindsets and Behaviors concepts of a Lean Production System. ( 1997 - 2007) Supply Chain Logistics Team Lead - • Managed the Shipping and Logistics Department. • Responsible for reporting site inventory accuracy metrics to corporate Business Managers. • Site Manufacturing Lead (SME) "Subject Matter Expert" for its Enterprise System "SAP". Functional member of the SAP implementation team from design through "go live". • Corporation Fleet Manager for more than 500 units of mobile equipment. (tanker cars, trailers, ISO containers) • Responsible for Manufacturing Sarbanes Oxley Reporting. Education • Responsible for the Production Accounting Group. • Working knowledge of Industrial manufacturing processes, process technology and/or product development. 10 years experience as a manufacturing supervisor on shift rotation. 2 years experience as a project supervisor on $100 million project. • Certified in D.O.T regulatory compliance (1998 — 2006) Texas A& M University • M.B.A. 2006 • B.B.A. Information Systems Applications 2002 • SAP R2/R3, knowledge/training Interests Ballroom Dancing, Swimming/Snorkling Corpus Christi, Texas Civic Involvement (2005 — 2007) Vice Chair of the Transportation Safety Advisory Committee for the City of Corpus Christi Texas. Appointed by Mayor Henry Garrett (2005 -2007) Advisor to the San Patricio Rural Rail District for San Patricio County (2005 — 2007) Industry representative to the Harbor Safety Committee of the City of Corpus Christi Texas References available upon request CITY OF CORPUS CHRISTI Submit Date: Dec 20, 2016 Application for a City Board, Committee, or Commission Profile Jeremy L Coleman Prefix First Name Middle Initial Last Name Email Address Which Boards would you like to apply for? AIRPORT BOARD: Submitted CIVIL SERVICE BOARD: Submitted CIVIL SERVICE COMMISSION: Submitted HUMAN RELATIONS COMMISSION: Submitted PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX: Submitted Street Address Suite or Apt State City Postal Code What district do you live in? * w District 2 Primary Phone Alternate Phone Employer Job Title P.O. Box 6564 Work Address - Street Address and Suite Number Corpus Christi Work Address - City Jeremy L Coleman TX Work Address - State 78466 Work Address - Zip Code 361-883-1009 Work Phone j.lanecoleman@gmail.com Work E-mail address Preferred Mailing Address rJ Work Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: Education, Professional and/or Community Activity (Present) Graduate of Richard King High School 1999 Del Mar College - 2years Community: Regional Director for South Texas Young Voters DMS, Member of NAACP Why are you interested in serving on a City board, commission or committee? Registered Voter? Yes c No Current resident of the city? fr Yes r No 35 If yes, how many years? Jeremy L Coleman CC Board Resume.docx Upload a Resume Please upload any additional supporting documents Demographics IW African American Gender IW Male Verification City Code Requirement - As a board, commission, or committee member, you will be asked to adhere to: City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Also, City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. fJ I Agree Jeremy L Coleman Consent for Release of Information - I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. 1? I Agree Oath - I swear that all of the statements included in my application and attached documents, if any, are true and correct. lw I Agree Board -specific questions (if applicable) Question applies to CIVIL SERVICE BOARD,CIVIL SERVICE COMMISSION Have you resided in the City for at least 3 years? c Yes c No Question applies to CIVIL SERVICE BOARD,CIVIL SERVICE COMMISSION Have you held public office during the past 3 years? r Yes t: No Question applies to CIVIL SERVICE BOARD,CIVIL SERVICE COMMISSION Are you over 25 years of age? Yes No Jeremy L Coleman Question applies to HUMAN RELATIONS COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? * r Selling of Dwellings r Renting of Dwellings r Legal Aid Society Staff Member r Youth Representative (not more than 20 years of age at time of appointment) r None of the Above Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX Are you a resident of the Port Authority district and an elector* of Nueces County? Yes c No Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY,NUECES COUNTY TAX APPRAISAL DISTRICT,PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX *Qualified elector/voter means a person who is 18 years of age or older; a United States Citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by an court; and a resident of this State. Question applies to PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX Have you been a resident of Nueces County for at least 6 months? Yes c No Jeremy L Coleman Jeremy L. Coleman Resume Jeremy Lane Coleman OBJECTIVE: To become active within volunteer city government boards and commissions. HIGHLIGHTS OF QUALIFICATIONS: • Eight years office management experience • Three years instructional experience working with public administration and public education • Five years of supervisory and department head experience • A born leader; effectively handled position of major responsibility on a continuous path of professional advancement • Well organized; strong in planning and implementing programs • Able to set and achieve goals • Fast learner with a wide range of practical skills • Special talent for relating well with all types of people • Excellent communication skills — verbal and written • Skill in dealing with sensitive populations in a professional and concerned manner • Able to handle a multitude of details at once, meeting deadlines under pressure • A decision maker; resourceful, and works well independently or as a cooperative team worker • Self -motivated; able to learn anything on own initiative • Exceptional organizational skills PROFESSIONAL EXPERIENCE: • Manage and maintain executives' schedules • Prepare invoices, reports, memos, letters, financial statements and other documents using word processing, spreadsheet, database and presentation software • Read and analyze incoming memos, submissions, and reports to determine their significance and plan their distribution • Develop and analyze general operational budgets • Strong business skills in accounts receivable, payroll, and accounts payable • Open, sort, and distribute incoming correspondence, including faxes and email • File and retrieve corporate documents, records, and reports • Prepare responses to correspondence containing routine inquiries • Perform general office duties such as ordering supplies, maintaining records, management systems and performing basic bookkeeping work • Prepare agendas and make arrangements for committee, board, and other meetings • Served as liaison to company executives on employee relations and job performance for call center • Enforce administration policies and rules governing business • Prepare and lead weekly managers' trainings • Evaluate and counsel employees • Hire, interview and carry out disciplinary action in various departments TECHNICAL SKILLS Computer literate — Word, Excel, Access, PowerPoint, internet, QuickBooks, P.D.S., Quicken, Grassroots, data entry programs, 10 -key by touch, most office equipment including fax machine and copiers EMPLOYMENT HISTORY New Development Manager Brooks Chapel E.C.D.C., Inc. 1517 Winnebago Street Corpus Christi, TX 78401 Chief of Staff N.A.A.C.P. Corpus Christi, Inc. 1519 N. Chaparral St. Corpus Christi, TX 78401 Church Secretary St. John Baptist Church 5445 Greenwood Drive Corpus Christi, TX 78418 Sales Representative T -Mobile USA, Inc. Area Operations Manager GMet Communications, Inc. 5848 Kostoryz Road Corpus Christi, TX 78406 Director of Life Enrichment Capital Senior Living 5813 Esplanade Drive Corpus Christi, TX 78414 EDUCATION (currently pursuing) B.A./Business Administration Graduate Richard King High School Certification QuickBooks Pro2008 Certification TOPS Certification ESC2 August 2001 — September 2003 November 2003 — January 2006 December 2007 — April 2013 June 2013 — February 2015 February 2015 — June 13, 2015 September 11, 2015 — Dec. 6,2016 Texas A&M CC Corpus Christi, TX Corpus Christi, TX Del Mar College Corpus Christi, TX E.S.C.2 Corpus Christi, TX PROFESSIONAL AND COMMUNITY ASSOCIATIONS • Former Chairman— Brooks Chapel Early Childhood Center, Inc. • Past President of Ignite Political Action Committee • Past Board Member- Sister City Council of Corpus Christi • Past County Board Member — Nueces County Community Action Agency • Former Chairman and President — Youth Council & Foundation of Corpus Christi • Former Board Member — Mayor's Advisory Council • National Board Member — Camp Fire U.S.A. • Former Chairman of Health Committee — N.A.A.C.P. • Past Secretary — N.A.A.C.P. Executive Committee • Past President — City -Wide Youth Council of Corpus Christi • Former Member of Student Government Association/Del Mar College • Regional Director — Texas YD Council CITY OF CORPUS CHRISTI Submit Date: Mar 14, 2017 Application for a City Board, Committee, or Commission Profile Thomas Rosales Prefix First Name Middle Initial Last Name Email Address Which Boards would you like to apply for? CIVIL SERVICE BOARD: Submitted CIVIL SERVICE COMMISSION: Submitted ETHICS COMMISSION: Submitted HUMAN RELATIONS COMMISSION: Submitted Street Address City What district do you live in? * IW District 1 1111111111a Primary Phone Alternate Phone Texas Health and Human Services Commission 3533 S. Alameda St. Work Address - Street Address and Suite Number Corpus Christi Work Address - City TX Work Address - State Hospital Based Worker II Job Title 1111111111111.11111. Suite or Apt State Postal Code Thomas Rosales Page 1 of 5 78411 Work Address - Zip Code (361) 694-4576 Work Phone Thomas.Rosales@hhsc.state.tx.us Work E-mail address Preferred Mailing Address iw Home/Primary Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Corpus Christi native. Left Corpus Christi in summer of 1996 and returned back summer of 2012. Obtained my GED with the Adult Learning Center in 1996. I've previously volunteered with Bayfest, HEB Feast of Sharing and Retama Manor Nursing Center. I've been employed with the State of Texas for 14 years in several capacities with the Department of Criminal Justice, Departing of Aging & Disability Services, Youth Commission and now the Health of Human Services Commission. I served one term with the Citizens Advisory Health Board. Why are you interested in serving on a City board, commission or committee? Registered Voter? 6. Yes r No Current resident of the city? rr Yes r No 26 If yes, how many years? Thomas Rosales Page 2 of 5 Upload a Resume Please upload any additional supporting documents Demographics IW Hispanic Gender IW Male Verification City Code Requirement - As a board, commission, or committee member, you will be asked to adhere to: City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Also, City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. lw I Agree Thomas Rosales Page 3 of 5 Consent for Release of Information - I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. 1? I Agree Oath - I swear that all of the statements included in my application and attached documents, if any, are true and correct. lw I Agree Board -specific questions (if applicable) Question applies to CIVIL SERVICE BOARD,CIVIL SERVICE COMMISSION Have you resided in the City for at least 3 years? c Yes c No Question applies to CIVIL SERVICE BOARD,CIVIL SERVICE COMMISSION Have you held public office during the past 3 years? r Yes t: No Question applies to CIVIL SERVICE BOARD,CIVIL SERVICE COMMISSION Are you over 25 years of age? Yes No Thomas Rosales Page 4 of 5 Question applies to HUMAN RELATIONS COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? * 1W None of the Above Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY,NUECES COUNTY TAX APPRAISAL DISTRICT,PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX *Qualified elector/voter means a person who is 18 years of age or older; a United States Citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by an court; and a resident of this State. Thomas Rosales Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Jul 10, 2017 Application for a City Board, Committee, or Commission Profile Prefix robert First Name Email Address c Middle Initial soape Last Name Which Boards would you like to apply for? CIVIL SERVICE BOARD: Submitted CIVIL SERVICE COMMISSION: Submitted COMMISSION ON CHILDREN & YOUTH: Submitted HUMAN RELATIONS COMMISSION: Submitted LANDMARK COMMISSION: Submitted TRANSPORTATION ADVISORY COMMISSION: Submitted TREE ADVISORY COMMITTEE: Submitted Street Address Suite or Apt State City Postal Code What district do you live in? * iw District 5 Wina1111111111 11111111111.1.11. Primary Phone Alternate Phone n/a Employer n/a Work Address - Street Address and Suite Number n/a Work Address - City n/a Job Title robert c soape Page 1 of 5 n/a Work Address - State n/a Work Address - Zip Code n/a Work Phone kolt45soape@gmail.com Work E-mail address Preferred Mailing Address rJ Home/Primary Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: I am currently applying to all boards and comittees necssary to help my community Education, Professional and/or Community Activity (Present) graduated in 2010 from ray highschool and currently reaching out to any and all those I come across who are wanting to see a change within our local community Why are you interested in serving on a City board, commission or committee? I want to be apart of the change I wish to see around me and it starts right here in the city of corpus Christi tx Registered Voter? c Yes iT No Current resident of the city? Yes r No 8 If yes, how many years? robert c soape Page 2 of 5 Upload a Resume Please upload any additional supporting documents Demographics IW Other Gender IW Male Verification City Code Requirement - As a board, commission, or committee member, you will be asked to adhere to: City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Also, City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. fJ I Agree robert c soape Page 3 of 5 Consent for Release of Information - I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. 1? I Agree Oath - I swear that all of the statements included in my application and attached documents, if any, are true and correct. fJ I Agree Board -specific questions (if applicable) Question applies to CIVIL SERVICE BOARD,CIVIL SERVICE COMMISSION Have you resided in the City for at least 3 years? c Yes c No Question applies to CIVIL SERVICE BOARD,CIVIL SERVICE COMMISSION Have you held public office during the past 3 years? r Yes t: No Question applies to CIVIL SERVICE BOARD,CIVIL SERVICE COMMISSION Are you over 25 years of age? Yes No robert c soape Page 4 of 5 Question applies to HUMAN RELATIONS COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? * r Selling of Dwellings r Renting of Dwellings r Legal Aid Society Staff Member r Youth Representative (not more than 20 years of age at time of appointment) p None of the Above Question applies to CORPUS CHRISTI REGIONAL TRANSPORTATION AUTHORITY,NUECES COUNTY TAX APPRAISAL DISTRICT,PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, TX *Qualified elector/voter means a person who is 18 years of age or older; a United States Citizen; has not been determined by a final judgement of a court to be mentally incapacitated; has not been finally convicted of a felony or, if so convicted has fully discharged the person's sentence including incarceration, parole or supervision, or completed a period of probation ordered by an court; and a resident of this State. robert c soape Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Apr 13, 2017 Application for a City Board, Committee, or Commission Profile John D. Williamson Prefix First Name Middle Initial Last Name Email Address Which Boards would you like to apply for? HUMAN RELATIONS COMMISSION: Submitted Street Address City What district do you live in? * IW District 4 Primary Phone Alternate Phone Employer Work Address - Street Address and Suite Number Work Address - City Work Address - State Work Address - Zip Code John D. Williamson Ray High School Student Job Title Suite or Apt State Postal Code Work Phone Work E-mail address Preferred Mailing Address F? Home/Primary Address Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No. Education, Professional and/or Community Activity (Present) I will be a senior at Ray High School in the IB program. I am a straight "A" student with a strong work ethic. I am on the Varsity Basketball Team and Varsity Tennis Team at Ray HS. Competitor in the Destination Imagination Program (problem solving and critical thinking program) for CCISD for 9 years and have won Regional, State, and Global Competitions. Organize and work with Red Ribbon Week speaker Louise Wasson and her service dog. Help organize and facilitate the Mission Fit Possible Run for CCISD children for 6 years. Last year 2,000 CCISD students participated and we gave $20,000 to the CCISD P.E. programs for two years in both high schools and middle schools. Why are you interested in serving on a City board, commission or committee? I am interested in serving on the City's board, commission and committees because I feel it will allow me to connect better with my home town of Corpus Christi and its people. I enjoy creating and upholding relationships with new people in order to learn from other diverse experiences. Through this committee I hope to make a lasting difference and impact on my local community through my unique perspective being someone born and raised in Corpus Christi, an attendee of CCISD schools, and a family with deep roots in the Gulf Coast area. I feel I will be able to bring an understanding of various economic and social situations because of my experiences on and off the basketball and tennis courts and time spent with Destination Imagination. This understanding will allow me to connect better with and respond to the varied conditions of the people of Corpus Christi. Registered Voter? r- Yes rr No John D. Williamson Current resident of the city? Yes r No 17 years (my whole life) If yes, how many years? John David Williamson Resume 2.pdf Upload a Resume Please upload any additional supporting documents Demographics Ethnicity V Caucasian/Non-Hispanic Gender V Male Verification City Code Requirement - As a board, commission, or committee member, you will be asked to adhere to: City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. Also, City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. V I Agree John D. Williamson Consent for Release of Information - I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. r! I Agree Oath - I swear that all of the statements included in my application and attached documents, if any, are true and correct. fJ I Agree Board -specific questions (if applicable) Question applies to HUMAN RELATIONS COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? * i Youth Representative (not more than 20 years of age at time of appointment) John D. Williamson John David Williamson Obiective To gain admission into the Human Relations Commission as a Youth Committee Member Education/Academic W.B. Ray High School, Corpus Christi, Texas Distinguished Academics IB and Gifted and Talented Program from 1St through 12th grade Extra -Curricular Activities 3rd- 11th 9th - 12th Destination Imagination Competition (DI) (15 hr/week) • Participated for 8 years in creative problem solving and critical thinking competition • Placed 2nd in 2009 Regional Tournament in Science Challenge • Placed 1' in 2010 Regional Tournament, 3th in State Tournament in Science Challenge • Placed 1st in 2011 Regional Tournament, 3rd in State Tournament, and 17th in Global Finals in the Science Challenge • Placed in 2012 Regional Tournament, in the Science Challenge • Placed 2nd in 2013 Regional Tournament in the Improv Challenge • Placed 2nd in 2014 Regional Tournament in the Science Challenge • Placed 1st in 2015 Regional Tournament, 3rd in State Tournament, and 15th in Global Finals in the Science Challenge • Built friendships with teams from across the United States, Britain, China, Poland, Singapore and other nations • Recognized as the top team in CCISD • Honored as 5 -time State Champions • Competed at Elementary, Middle, Secondary, and University Levels (University next year) • Won 1st at Regional and advanced to State Basketball (25 hr/week) • Participated on Freshman Ray High School Team in 9th Grade • Participated on Varsity Ray High School Team 10th Grade (Only lower classman to make Varsity) • Won for outstanding dedication to the team and highest Basketball IQ in 10th Grade 1 1th • Became Student Coach for JV Ray HS Boys Basketball Team working with whole team implementing drills and workouts for players Tennis (6hr/week) • Played Varsity Tennis in both seasons Leadership Experiences 7th - 11th Mission FitPossible Executive Member and Co -Founder (10 hr/week) • Developed a program that challenges students to live healthier life styles (i.e., exercise habits, eating habits, sleeping habits...) • Traveled to local elementary schools once a year (beginning in 2012) to host a 10 week competition between the students to educate them in regards to healthy living • Collaborated with Mayor Joe Adame and Mayor Nelda Martinez to facilitate 5K run/3K walk • Hosted two 5K run/3K walk events (December 2013, November 2014, and November 2015) to raise money for local schools • Over 2,000 children participated and gave away 20,000 dollars • President for the 2017-2018 school year 3rd - 11th Destination Imagination Team Leader (15 hr/week) • Participated on a Destination Imagination Team • Served as Team Facilitator • Organized practice, agendas, and registration for competition • Maintained the team schedule and oversaw all team activities 9th - 1 lth 6th — 10th Parkway Presbyterian Church Youth Committee member (11 hr/week) • Organized youth events, fundraisers, and community services opportunities • Voted on decisions regarding business commissions and church improvement • Coordinated youth committee and represented church youth • Designed and helped write Youth Sunday Curriculum and Vacation Bible School curriculum • Assisted in designing curriculum and hosting Easter celebration for 300 people Vacation Bible School Leader (25 hr/week) • Organized and facilitated activities for children (pre -K to 5th grade) at the summer "camp" • Designed decorations for the main building • Organized and facilitated curriculum taught at the VBS 10th -11th • Helped the youngest age group of children at the camp (ages 2 to 5); guided children from center to center, cared for children, and taught children the curriculum • Louise Wasson Red Ribbon Week Speaker, assisted as assistant and speaker Community Service and Outreach Activities 9th 1 1th Mission FitPossible (10 hr/week) • Directed and edited three videos used in programs at CCISD elementary schools (used during 10 -week competition the organization hosted at local elementary schools) • Organized a competition at local elementary schools to educate children about fitness (this competition has occurred for three years) • Helped raise over $50,000 to donate to local schools for physical education programs • Hosted three 5K run/3K walk events (2012, 2013, 2014) to raise funds for local CCISD physical education programs and to educate children about healthy living • Recognized in six Corpus Christi Caller Times articles for beneficial work, and as a South Texas "HealthCare Hero" finalist (organization was recognized and invited to attend the annual banquet) • Received Corpus Christi Mayoral proclamation: Feb.1, 2013 as Mission FitPossible Day for outstanding community service • Received Corpus Christi Mayoral proclamation: February 2013 as Mission FitPossible Month for outstanding community service 8th _ 11th Corpus Christi Metro Ministries (Birthday Parties and Other Fundraisers) (8 hr/week) • Hosted monthly birthday parties at the local homeless shelter for homeless women and children • Provided meals, crafts, and presents for the children celebrating their birthday in the particular month • Interacted with the children and women staying in the Rainbow House section of the shelter • Learned about domestic abuse and the struggles of homelessness from the women staying in the shelter • Regularly hosted fundraisers at Parkway Presbyterian Church to benefit the shelter • Raised awareness of local poverty and attended lectures regarding modern poverty in local areas 9th - 1 Vacation Bible School (25 hr/week) • Organized and facilitated activities for children (pre -K to 5th grade) at the summer "camp" • Cared for children at the camp whose parents were at work for extended periods of time 6th - 1 lth CROP Walk for Hunger (5 hr/week) • Raised money and participated in CROP Walk for Hunger, an organization that raises funds to help those facing starvation and poverty in regions such as West Africa • Organized youth group fundraisers to collect additional funds to benefit the international organization 6th - 1 lth Youth Halloween Festival (5 hr/week) • Organized and hosted Halloween Festival for neighborhood children at Parkway Presbyterian Church • Oversaw the event and managed several booths each year 9th - 10th DOOR (Discovering Opportunities for Outreach and Reflection) Project (40 hr/week) • Traveled to San Antonio, Texas for a week of community service and outreach • Stayed at a local Mennonite Church • Volunteered at San Antonio Food Bank, Haven for Hope (massive San Antonio homeless shelter), The Catholic Worker House (a locally run homeless shelter), Unicorn Center (a home for adults with mental disabilities), and Habitat for Humanity (an international project that builds homes for impoverished people around the world) • Maintained a regiment of 8 hours of work each day and prepared all meals 9th Mission Trip Fort Worth (45 hr/week) • Traveled to Fort Worth Texas for a week of community service • Toured several homeless shelters and talked with the clients • Volunteered at the Crossroads Community Center and the NICA Community Center, stocking shelves, organizing files and books, and interacting with the homeless youth of the region • Cooked dinner for 20 people staying at a shelter housing single parents with young children • Painted a house at the Habitat for Humanity Project Special Recognition and Personal Talents 3rd - 1 0th Destination Imagination • Recognized as the top team in CCISD • Honored as 5 -time State Champions • Competed at Elementary, Middle, Secondary, and University Levels (next year) • Participated in four of the six available challenge branches Summer Activities/Experiences 8th 9th Tour of Southern United States • Visited iconic locations in the South, such as the Grand Ole Opry and the Atlanta Aquarium • Visited historic sites of the Civil War • Learned about my family's heritage and culture, and expanded my horizons in regards to Southern culture • Visited the D -Day Museum in New Orleans, Louisiana and laid a stone to commemorate my grandfather Bobby Williamson for his service in WWII Trip to the British Isles • Spent 24 days in England, Scotland, Wales, and Ireland • Toured the Tower of London, learning about the various prisoners and political upheavals in English history • Visited The National Gallery in London and viewed art from world- famous artists such as Van Gogh and Turner • Visited the grand Westminster Abbey and gleaned insight into the cultural, religious, and political history of England • Toured downtown London and experienced the rich and ancient culture of the English people • Traveled to York, Glasgow, Edinburgh, Inverness, Liverpool, Cardiff, and Dublin, among other • Visited Stonehenge and learned of the ancient peoples and Britain's cultural roots • Witnessed the "Yes" campaign in Scotland; learned of both views (pro -independence and anti -independence) • Compared the cultural traditions and mindsets of the different people of the United Kingdom • Visited a sheep farm in Scotland and learned about the agricultural and environmental hardships faced by the British peoples 10th Tour of Washington D.C. • Toured Washington D.C. and surrounding areas • Stayed in antique brownstone in downtown area • Visited sites such as the National Gallery, Smithsonian Air and Space Museum, Natural History Museum, and the American History Museum • Visited the several monuments such as the Washington Monument and Lincoln Memorial • Visited Mount Vernon Historical Site and Appomattox Courthouse Historical Park • Received a private tour of the Capitol Building from an intern working for Congressman Pete Sessions AGENDA MEMORANDUM Future Item for the City Council Meeting of August 15, 2017 Action Item for the City Council Meeting of August 22, 2017 DATE: August 15, 2017 TO: Margie C. Rose, City Manager FROM: Steve Viera, Director Human Resources SteveV@cctexas.com 361 826-3445 Kim Baker, Assistant Director of Financial Services — Purchasing Division Kim B2@cctexas.com (361) 826-3169 Temporary Staffing Services CAPTION: Motion authorizing the City Manager or designee to execute service agreements with Advance'd Temporaries, Inc. of Corpus Christi, Texas and Genesis Professional Solutions of San Antonio, Texas for temporary staffing services in accordance with Request for Proposal (RFP) No. 1096, based on best value for a total amount not to exceed $250,000 for each agreement for a grand total of $500,000. The term of these agreements is for one year with option to extend for up to three additional one-year periods, subject to the sole discretion of the City. PURPOSE: This item is to provide an update of the City's Temporary Staffing Program and request authorization to execute a service agreement with two vendors selected through the City's RFP process based on best value. BACKGROUND AND FINDINGS: City's Temporary Staffing Program: The City has been utilizing four (4) temporary staffing agencies: Unique, Advanced, Express and Remedy to fulfill departmental temporary staffing needs. On May 24, 2016, Human Resources reported a projected temporary staffing services cost from May 2016 to April 2017 of approximately $9,000,000. On August 1, 2016, the City implemented the City's Temporary Staffing Program to gain control and oversight on program administration, reduce annual temporary costs and create a pool of qualified candidates that would pass the City's stringent pre-employment screening process for potential temporary to regular employee hire status. To date, the Human Resources department has transitioned and/or hired approximately 230 temporary workers, and placed in the City's Temporary Staffing Program. Additionally, 26 temporary workers have transitioned from City temporary employment status to City full-time employee status. Human Resources has projected an annual cost savings of $1,919,160. To date, the City has no agency temporary workers on staff. Temporary Employment Service Contracts: In conjunction with the implementation of the City's Temporary Staffing Program, Human Resources worked with the Purchasing Department and issued an RFP to numerous local and non -local temporary staffing agencies. 18 temporary agencies submitted their proposals for consideration, and were scored by a selection committee. The top four agencies were interviewed. Advance'd Temporary Services and Genesis Temporary Services were the two temporary service agencies that were selected. The annual contracts are valued up to $500,000 with three one-year options. The selected temporary staffing agencies will be utilized if Human Resources cannot fill a position through the City's temporary candidate pool. ALTERNATIVES: There are no other alternatives. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures along with the State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: N/A DEPARTMENTAL CLEARANCES: Various City Departments FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $41,667 $458,333 $500,000 Encumbered / Expended Amount This item $41,667 $458,333 $500,000 BALANCE $0 $0 $0 Fund(s): Various City Departments Comments: The City's Temporary Staffing Program will be utilized by various City departments on an as needed basis. Annual funding will be requested during each of the following budget years by the various departments. The initial combined contract value is $500,000. The total contract value is $2,000,000 if all option years are executed. RECOMMENDATION: Human Resources recommends approval to award service contracts to Advance'd Temporary Services and Genesis Temporary Services. LIST OF SUPPORTING DOCUMENTS: Service Agreement — Advance'd Temporaries, Inc. Form 1295 — Advance'd Temporaries, Inc. Service Agreement — Genesis Professional Solutions Form 1295 — Genesis Professional Solutions Evaluation Matrix SERVICE AGREEMENT NO. 1096 Temporary Staffing Services THIS Temporary Staffing Services Agreement ("Agreement') is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Advanced Temporaries, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager") . WHEREAS, Contractor has bid to provide Temporary Staffing Services in response to Request for Bid/Proposal No. 1096 ("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 Temporary Staffing Services ("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 three 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 $250,000.00, 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 Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 1 of 8 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: Tracy Lawson Human Resources Phone: 361-826-3314 Email: TraceyL©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 Services will not be rendered until the Contractor receives the signed purchase release order. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 2 of 8 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. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 3 of 8 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: Tracy Lawson Title: Human Resources Recruiting Manager Address: 1201 Leopard St., Corpus Christi, Texas 78401 Fax: 361-826-3322 IF TO CONTRACTOR: Advanced Temporaries, Inc. Attn: Lori Galan -Garcia Title: Assistant Vice President Address: 4639 Corona Suite #1, Corpus Christi, Texas 78411 Fax: 361-851-2234 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 CONTRACTO:IR Signature. Printed Name: JDr I ojti'1- ,a rel Title: v)0 {ct)i6 (Y-) 9 Date:(0/ 1)i 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. 1096 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 A. The City shall place orders for leased workers only as such needs arise subsequent to the execution of a contract(s). Use of Contractor's leased worker services shall not be retroactive to any date prior to the execution of a contract(s). B. The City intends to secure leased workers for the positions enumerated herein from the Contractor(s) to whom a contract(s) is awarded; however, the City shall not be bound to do so nor shall the City be bound to secure from the Contractor(s) to whom a contract is awarded for positions not enumerated herein. C. The City will request direct placement recruiting on an as needed basis. A specific job description and turnaround time will be discussed at the time the City submits the request. D. The City reserves the right to add or delete position titles to and from any contract. The same markup will apply to these positions as outlined in the pricing schedule. Such additions or deletions shall be made solely by means of a fully executed, written amendment. E. The City reserves the right to interview any and all prospective leased workers prior to and as a condition of assignment with the City. F. The City retains sole authority to: accept or reject assignment of any prospective leased worker and terminate the services of any leased worker, with or without cause, at any time during placement. 2. Scope of Work A. The Contractor will provide the City, on request by the City, with qualified temporary staffing services. The City's primary objective for this RFP is to obtain qualified and competent temporary personnel on a timely basis. B. The City will submit the requests for the positions with job description and salary/rate to all companies providing temporary staffing. Resumes will be required and a selection will be made. The company that submits the most qualified candidate will then be notified to start the assignment process C. The Contractor shall ensure that all leased workers selected for assignment with the City meet the minimum requirements for the position as mandated by the City. Resumes shall be provided to the Human Resources Department named herein or to the using department upon request. D. The Contractor shall supply the using department with leased workers in a timeframe that meets the needs of the using department. During the selection process, all the awarded Contractors will be given the opportunity to fill the requested positions. The Contractor whose candidate is selected will fill the position. E. The Contractor shall not place leased workers with the City until acceptable results are obtained on all pre -placement checks required for each position title. The Contractor shall not place leased workers with City who are related to City employees within the same department or in a position that may cause a conflict of interest. All leased workers must comply with City Employment of Relatives policy. Contractor shall not place previous City employees terminated for cause or poor performance with any department. F. The Contractor's customer service personnel (particularly those taking orders) shall be courteous and respectful at all times. Failure to adhere to this requirement shall constitute grounds to utilize another contracted provider. G. The Contractor shall pay its leased workers in a manner that does not involve City personnel or disrupt operations of the City. In no case shall The Contractor distribute paychecks at job sites or City facilities. In no case shall City staff be required to distribute The Contractor's checks to leased workers. 3. Reporting A. The Contractor shall provide the Purchasing Division and Human Resources Department monthly reports, due the first week of each month and a final report within seven business days after the expiration of this agreement , including: 1. Leased employees name, start date, and end date 2. Position title (as used in this bid contract) 3. Regular number of hours 4. Regular bill rate per hour 5. Total dollars paid at regular bill rate per position title 6. Overtime number of hours 7. Overtime bill rate per hour 8. Total dollars paid at overtime bill rate 4. Payment and Invoicing A. The Contractor shall submit valid invoices directly to the Accounts Payable Department with a copy to Human Resources Department. Upon completion of the work ordered, the Contractor shall submit valid invoices for services. Valid invoices shall be submitted monthly for recurring services performed during the preceding week or month, respectively. Each invoice shall list the number of regular and overtime hours worked by each leased worker, the amount charged for regular and overtime hours for each leased worker and the lump sum due. Please note that overtime must be approved by the City in writing prior to the employee working overtime. B. Payment will be made for each assigned lease worker at the actual hourly rate approved by the City for the position multiplied by the approved markup for overhead as shown in the pricing form. C. The Contractor shall not bill and the City shall not pay any late or administrative fees, penalties, charges or interest in conflict with law. D. The Contractor will not charge any fees to the leased worker for using the Contractor's services. 5. Background and Credit Investigation A. The Contractor shall perform background checks on all candidates and a credit investigation may be required on candidates' with positions that require handling money and will be reviewed on a case by case scenario. B. At the Contractor's expense, the Contractor shall conduct background and credit investigations and furnish the results of same to the City's Director of Human Resources, or designee, who will determine each prospective leased worker's eligibility for placement with the City. C. The Contractor, prior to placing any and all leased workers with the City, will submit the criminal background report to the Human Resources Administrator or designee for review and approval or denial. D. The Contractor shall conduct, on a national basis, all credit investigations and shall reflect "Actual" credit history. For those prospective leased workers who have resided solely in the State of Texas for the ten years immediately preceding their placement with the City, the Contractor need only conduct a State of Texas background check which shall consist of a search for criminal convictions at the state level and in those counties in which said prospective leased worker has resided. For those prospective leased workers who have resided outside the State of Texas at any time and for any duration of time during the ten years immediately preceding placement with the City, the Contractor shall conduct a national background check which shall consist of a search of the following for criminal convictions: federal records and records of the states and counties/parishes in which said prospective leased worker has resided in the ten years immediately preceding placement with the City. All background checks shall search for criminal convictions and Also -Known -As (AKA). 6. Special Instructions A. All leased workers must pass a ten panel drug test prior to being placed with the City, at the expense of the Contractor. B. All leased workers placed with the City by the Contractor are, and shall remain throughout the duration of any placement with the City, employees of the Contractor. C. Unless specified otherwise herein, any and all licenses, certifications, trainings, etc. that are a prerequisite to initial placement or requisite to continued placement with the City shall be the sole responsibility (including payment therefor) of the leased worker. D. Some positions may require a leased worker to possess keys to City establishments. Leased workers shall return all keys when their assignment is complete. If all keys to a given City establishment are not returned, the City will absorb the cost of replacing keys and/or locks for the first occurrence during the term of the contract. On the second occurrence and every time thereafter, the Contractor will absorb the cost of replacing all locks and/or keys. This charge will be deducted from the next invoice due for payment. E. All leased workers shall make provisions for transportation to and from job sites. City staff shall not be responsible for transporting leased workers to and from job sites. Leased workers are required to be at work on time. One such violation constitutes grounds for replacing the leased worker. F. When a leased worker is no longer needed by the City, the Department shall notify the Contractor and Human Resources via e-mail which will include the "End Date and Time of Assignment". The City shall not be responsible for and shall not pay for any charges beyond the "End Date and Time of Assignment". G. Should any leased workers accept a position with the City prior to the leased workers working the minimum number of days, 90, the Contractor can charge the conversion fee outlined on the Pricing Sheet. H. Should any leased workers satisfy an initial 90 day probation period, the City shall not be responsible for any penalty or payment to the Contractor or leased worker to convert the leased worker to a City employee. I. Contractor must educate all temporary staff employees that NO DRIVING of any vehicles or equipment is permitted under any circumstance or condition and if a temporary staff employee violates this policy the Contractor is liable and financially responsible, irrespective of fault. ATTACHMENT B - BID/PRICING SCHEDULE DATE: April 13, 2017 CITY OF CORPUS CHRISTI Pricing Form PURCHASING DIVISION RFP 1096 Temporary St fling Services Advance'd Temporaries/A.T. Staffing PROPOSER RIZED SIGNATURE 1. Refer to "Instructions to Proposers" and Contract Terms and Conditions before completing proposal. 2. Quote your best price for each item. 3. In submitting this proposal, Proposer certifies that: a. the prices in this proposal have been arrived at independently, without consultation, communication, or agreement with any other Proposer or competitor, for the purpose of restricting competition with regard to prices; b. Proposer 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. Proposer has incorporated any changes issue through Addenda to the RFP in this pricing. Office/Clerical Markup Percentage overtime at 1.4 bill rate % from percent pay Professional Markup Percentage overtime at 1.4 bill rate % 27 percent from pay rate Light Industrial Markup Percentage overtime at 1.4 bill rate 36p ercent % from pay rate Conversion Fee 0 to 45 days 5% conversion fee after 45 days no fee Direct Placement Recruiting a Fee Percentage % 15 percents of annual salary ATTACHMENT C - INSURANCE REQUIREMENTS A. BIDDER'S LIABILITY INSURANCE 1. Bidder must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Bidder must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. 2. Bidder must furnish to the City's Risk Manager and Director Human Resources, 2 copies of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence PROFESSIONAL LIABILITY (including) 1. Engineering/Design 2. Medical $1,000,000 Per Claim CRIME/EMPLOYEE DISHONESTY $100,000 Per Employee WORKERS' COMPENSATION EMPLOYER'S LIABILITY Statutory $500,000 /$500,000 /$500,000 3. In the event of accidents of any kind related to this agreement, Bidder 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, Bidder must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Bidder will be promptly met. 2. Bidder shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Bidder'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. Bidder shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Bidder 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 Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 4. Bidder 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; • 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. 5. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, Bidder shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Bidder'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 Bidder'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 Bidder to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Bidder hereunder until Bidder demonstrates compliance with the requirements hereof. 7. Nothing herein contained shall be construed as limiting in any way the extent to which Bidder may be held responsible for payments of damages to persons or property resulting from Bidder's or its subcontractor's performance of the work covered under this agreement. 8. It is agreed that Bidder'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. 9. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2017 Insurance Requirements Human Resources Leased Employee Services Agreement 04/07/2017 sw Risk Management ATTACHMENT C- BOND REQUIREMENTS Section 5. (B) is null for this Service Agreement. ATTACHMENT D- WARRANTY REQUIREMENTS Section 8. Warranty is null for this 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. 1 Name of business entity filing form, and the city, state and country of the business entity's place of business, A.T. Staffing/Advance'd Temporaries, 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 OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-230341 Date Filed: 06/28/2017 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, 1096 Temporary Staffing Services 4 Name of Interested Party City, State, Country (place of business) Con Nature of interest (check applicable) trolling Intermediary 5 Check only if there is NO Interested Party. op I 6 AFFIDAv� � 09�;1'OY$�D/p�4 �� Qy ° ��� FOF ���' ;128879x •° ` AFFIX Nd (;ijl A MI't 111VE 14/0/111 11\`+\ Sworn to and subscribed before me, by the said 20 1,1 , to certify which, witness my hand an i swear, or affirm, nder penalty of perjury, that the above disclosure is true and correct. Signature Mai e d seal of oific uthorized agent of contracting business entity nature of officer administering oath Printed name of officer administering oath , this the day of %..) e, I of officer adminis ering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 SERVICE AGREEMENT NO. 1239 Temporary Staffing Services THIS Temporary Staffing Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Genesis Professional Solutions ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager") . WHEREAS, Contractor has bid to provide Temporary Staffing Services in response to Request for Bid/Proposal No. 1096 ("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 Temporary Staffing Services ("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 three 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 $250,000.00, 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 Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 1 of 8 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: Tracy Lawson Human Resources Phone: 361-826-3314 Email: TraceyL©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 Services will not be rendered until the Contractor receives the signed purchase release order. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 2 of 8 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. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 3 of 8 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: Tracy Lawson Title: Human Resources Recruiting Manager Address: 1201 Leopard St., Corpus Christi, Texas 78401 Fax: 361-826-3322 IF TO CONTRACTOR: Genesis Professional Solutions Attn: Shelah Simmons Title: President/CEO Address: 8000 IH -10 West, San Antonio, Texas 78230 Fax: 210-525-1557 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: Lf./2 J, Printed Name:,+ ,)e/(/ 6;iiiv-rv) Title: Date: ao/f7 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. 1096 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 A. The City shall place orders for leased workers only as such needs arise subsequent to the execution of a contract(s). Use of Contractor's leased worker services shall not be retroactive to any date prior to the execution of a contract(s). B. The City intends to secure leased workers for the positions enumerated herein from the Contractor(s) to whom a contract(s) is awarded; however, the City shall not be bound to do so nor shall the City be bound to secure from the Contractor(s) to whom a contract is awarded for positions not enumerated herein. C. The City will request direct placement recruiting on an as needed basis. A specific job description and turnaround time will be discussed at the time the City submits the request. D. The City reserves the right to add or delete position titles to and from any contract. The same markup will apply to these positions as outlined in the pricing schedule. Such additions or deletions shall be made solely by means of a fully executed, written amendment. E. The City reserves the right to interview any and all prospective leased workers prior to and as a condition of assignment with the City. F. The City retains sole authority to: accept or reject assignment of any prospective leased worker and terminate the services of any leased worker, with or without cause, at any time during placement. 2. Scope of Work A. The Contractor will provide the City, on request by the City, with qualified temporary staffing services. The City's primary objective for this RFP is to obtain qualified and competent temporary personnel on a timely basis. B. The City will submit the requests for the positions with job description and salary/rate to all companies providing temporary staffing. Resumes will be required and a selection will be made. The company that submits the most qualified candidate will then be notified to start the assignment process C. The Contractor shall ensure that all leased workers selected for assignment with the City meet the minimum requirements for the position as mandated by the City. Resumes shall be provided to the Human Resources Department named herein or to the using department upon request. D. The Contractor shall supply the using department with leased workers in a timeframe that meets the needs of the using department. During the selection process, all the awarded Contractors will be given the opportunity to fill the requested positions. The Contractor whose candidate is selected will fill the position. E. The Contractor shall not place leased workers with the City until acceptable results are obtained on all pre -placement checks required for each position title. The Contractor shall not place leased workers with City who are related to City employees within the same department or in a position that may cause a conflict of interest. All leased workers must comply with City Employment of Relatives policy. Contractor shall not place previous City employees terminated for cause or poor performance with any department. F. The Contractor's customer service personnel (particularly those taking orders) shall be courteous and respectful at all times. Failure to adhere to this requirement shall constitute grounds to utilize another contracted provider. G. The Contractor shall pay its leased workers in a manner that does not involve City personnel or disrupt operations of the City. In no case shall The Contractor distribute paychecks at job sites or City facilities. In no case shall City staff be required to distribute The Contractor's checks to leased workers. 3. Reporting A. The Contractor shall provide the Purchasing Division and Human Resources Department monthly reports, due the first week of each month and a final report within seven business days after the expiration of this agreement , including: 1. Leased employees name, start date, and end date 2. Position title (as used in this bid contract) 3. Regular number of hours 4. Regular bill rate per hour 5. Total dollars paid at regular bill rate per position title 6. Overtime number of hours 7. Overtime bill rate per hour 8. Total dollars paid at overtime bill rate 4. Payment and Invoicing A. The Contractor shall submit valid invoices directly to the Accounts Payable Department with a copy to Human Resources Department. Upon completion of the work ordered, the Contractor shall submit valid invoices for services. Valid invoices shall be submitted monthly for recurring services performed during the preceding week or month, respectively. Each invoice shall list the number of regular and overtime hours worked by each leased worker, the amount charged for regular and overtime hours for each leased worker and the lump sum due. Please note that overtime must be approved by the City in writing prior to the employee working overtime. B. Payment will be made for each assigned lease worker at the actual hourly rate approved by the City for the position multiplied by the approved markup for overhead as shown in the pricing form. C. The Contractor shall not bill and the City shall not pay any late or administrative fees, penalties, charges or interest in conflict with law. D. The Contractor will not charge any fees to the leased worker for using the Contractor's services. 5. Background and Credit Investigation A. The Contractor shall perform background checks on all candidates and a credit investigation may be required on candidates' with positions that require handling money and will be reviewed on a case by case scenario. B. At the Contractor's expense, the Contractor shall conduct background and credit investigations and furnish the results of same to the City's Director of Human Resources, or designee, who will determine each prospective leased worker's eligibility for placement with the City. C. The Contractor, prior to placing any and all leased workers with the City, will submit the criminal background report to the Human Resources Administrator or designee for review and approval or denial. D. The Contractor shall conduct, on a national basis, all credit investigations and shall reflect "Actual" credit history. For those prospective leased workers who have resided solely in the State of Texas for the ten years immediately preceding their placement with the City, the Contractor need only conduct a State of Texas background check which shall consist of a search for criminal convictions at the state level and in those counties in which said prospective leased worker has resided. For those prospective leased workers who have resided outside the State of Texas at any time and for any duration of time during the ten years immediately preceding placement with the City, the Contractor shall conduct a national background check which shall consist of a search of the following for criminal convictions: federal records and records of the states and counties/parishes in which said prospective leased worker has resided in the ten years immediately preceding placement with the City. All background checks shall search for criminal convictions and Also -Known -As (AKA). 6. Special Instructions A. All leased workers must pass a ten panel drug test prior to being placed with the City, at the expense of the Contractor. B. All leased workers placed with the City by the Contractor are, and shall remain throughout the duration of any placement with the City, employees of the Contractor. C. Unless specified otherwise herein, any and all licenses, certifications, trainings, etc. that are a prerequisite to initial placement or requisite to continued placement with the City shall be the sole responsibility (including payment therefor) of the leased worker. D. Some positions may require a leased worker to possess keys to City establishments. Leased workers shall return all keys when their assignment is complete. If all keys to a given City establishment are not returned, the City will absorb the cost of replacing keys and/or locks for the first occurrence during the term of the contract. On the second occurrence and every time thereafter, the Contractor will absorb the cost of replacing all locks and/or keys. This charge will be deducted from the next invoice due for payment. E. All leased workers shall make provisions for transportation to and from job sites. City staff shall not be responsible for transporting leased workers to and from job sites. Leased workers are required to be at work on time. One such violation constitutes grounds for replacing the leased worker. F. When a leased worker is no longer needed by the City, the Department shall notify the Contractor and Human Resources via e-mail which will include the "End Date and Time of Assignment". The City shall not be responsible for and shall not pay for any charges beyond the "End Date and Time of Assignment". G. Should any leased workers accept a position with the City prior to the leased workers working the minimum number of days, 90, the Contractor can charge the conversion fee outlined on the Pricing Sheet. H. Should any leased workers satisfy an initial 90 day probation period, the City shall not be responsible for any penalty or payment to the Contractor or leased worker to convert the leased worker to a City employee. I. Contractor must educate all temporary staff employees that NO DRIVING of any vehicles or equipment is permitted under any circumstance or condition and if a temporary staff employee violates this policy the Contractor is liable and financially responsible, irrespective of fault. ATTACHMENT B - BID/PRICING SCHEDULE 6. PRICING SHEETS DATE: !1-i CITY OF CORPUS CHRISTI Pricing Form PURCHASING DIVISION RFP 1096 Temporary Staffing Services ROPOS R AU H+RIZ :''NA U 1. Refer to "Instructions to Proposers" and Contract Terms and Conditions before completing proposal. 2. Quote your best price for each item. 3. In submitting this proposal, Proposer certifies that: a. the prices in this proposal have been arrived at independently, without consultation, communication, or agreement with any other Proposer or competitor, for the purpose of restricting competition with regard to prices; b. Proposer 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. Proposer has incorporated any changes issue through Addenda to the RFP in this pricing. Office/Clerical Markup Percentage �] % 1 Professional Markup Percentage %j7 bJ + Light industrial Markup Percentage % 91 "fi .� Conversion Fee 7 C.J Direct Placement Recruiting Percentage Fee % j 3 Bidder Proposal Response ATTACHMENT C - INSURANCE REQUIREMENTS A. BIDDER'S LIABILITY INSURANCE 1. Bidder must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Bidder must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. 2. Bidder must furnish to the City's Risk Manager and Director Human Resources, 2 copies of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -written day notice of cancellation, required on all certificates or by applicable policy endorsements Bodily Injury and Property Damage Per occurrence - aggregate Commercial General Liability including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence PROFESSIONAL LIABILITY (including) 1. Engineering/Design 2. Medical $1,000,000 Per Claim CRIME/EMPLOYEE DISHONESTY $100,000 Per Employee WORKERS' COMPENSATION EMPLOYER'S LIABILITY Statutory $500,000 /$500,000 /$500,000 3. In the event of accidents of any kind related to this agreement, Bidder 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, Bidder must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Bidder will be promptly met. 2. Bidder shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Bidder'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. Bidder shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Bidder 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 Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 4. Bidder 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; • 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. 5. Within five (5) calendar days of a suspension, cancellation, or non -renewal of coverage, Bidder shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Bidder'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 Bidder'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 Bidder to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Bidder hereunder until Bidder demonstrates compliance with the requirements hereof. 7. Nothing herein contained shall be construed as limiting in any way the extent to which Bidder may be held responsible for payments of damages to persons or property resulting from Bidder's or its subcontractor's performance of the work covered under this agreement. 8. It is agreed that Bidder'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. 9. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2017 Insurance Requirements Human Resources Leased Employee Services Agreement 04/07/2017 sw Risk Management ATTACHMENT C- BOND REQUIREMENTS Section 5. (B) is null for this Service Agreement. ATTACHMENT D- WARRANTY REQUIREMENTS Section 8. Warranty is null for this 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: 2017-227236 Date Filed: 06/2112017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Genesis Professional Solutions 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 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. 1239 Personnel Management Temporary Support 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary City of Corpus Christi Corpus Christi , TX United States 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. Vii: �""�� REBECCA LYNN KING =* MY COMMISSION EXPIRES `+t September 19, 2017 r � �- - h,.i l n di-nt 1--) ,,, , contracting AFFIX Sworn Signature ot`authorized agent of business entity NOTARY STAMP 1 SEAL ABOVE �j to-and subscribed before me, by the said this the off- day of -t' 20 1 , to certify which, witness my hand and seal of office. �cc c� _Li `Kl_�''� O�k- T psi L C- Si nature off of cer minister oath Printed name of officer administeringoath Title of er administeringoath 9 �g Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 RFP No.1096 Temporary Staffing Services - Summary Evaluation Marix l PCOProposal Evaluation pTemporaries Advanced Genesis Professional Solutions Kelly Services, Inc. SearchPros Staffing Minimum Qualifications Required three years in business No outsanding lawsuits during last 5 years No outsanding regulatory issues last 5 years No current litigation ith the City during the last 5 years References Provided for firm Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Technical Proposal Technical Proposal (50 points) 41.67 42 30 28.33 Firm Experience (28 points) Understanding of Project Scope (22 points) Interview Interview (30 points) 22.33 21.33 21 26.33 Firm Experience (12 points) Understanding of Project Scope (18 points) Price Price (20 points) 20 17.05 16.15 13.58 Total 84 80.38 67.15 68.24 AGENDA MEMORANDUM Future Item for the City Council Meeting of August 15, 2017 Action Item for the City Council Meeting of August 22, 2017 DATE: July 28, 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 Jeffrey H. Edmonds, P. E., Director, Engineering Services jeffreye@cctexas.com (361) 826-3851 Advance Funding Agreement (TxDOT) High -Intensity Activated Crosswalk (HAWK) Traffic Signal Ocean Drive and Del Mar Boulevard CAPTION: Resolution authorizing the City Manager, or designee, to execute an Advance Funding Agreement (AFA) with the Texas Department of Transportation (TxDOT) for a High -Intensity Activated Cross Walk (HAWK) traffic signal, at the intersection on Ocean Drive and Del Mar Boulevard with the City's required payment to TxDOT in the amount of $11,800 for reimbursement of direct state costs. This is related to the Ocean Drive from Buford to Louisiana Project (Bond 2012, Proposition 1). PURPOSE: The purpose of this Agenda Item is to execute an AFA with TxDOT outlining project requirements and required payment to TxDOT in the amount of $11,800 for state reimbursement of preliminary engineering, environmental, right of way, utilities and construction oversight. BACKGROUND AND FINDINGS: Citizens expressed concern about pedestrian safety during design meetings for the Ocean Drive project. Special events at Cole Park attract high volumes of pedestrian traffic that cross Ocean Drive. In response to concerns about pedestrian safety, a TAP (Transportation Alternatives Program) grant was sought for the installation of a High Intensity Activated Cross Walk (HAWK) system at the intersection of Ocean and Del Mar. The TAP grant was approved in February 2016 and provides for 80/20 construction cost sharing. The existing crossing at Del Mar is equipped with standard warning flashers and a crosswalk. The HAWK system will provide a safer pedestrian crossing. The AFA outlines the terms of the cost share participation for both parties. The estimated construction cost of the project is $168,520 for which the City is responsible for 20% or $33,704. TxDOT will be responsible for 80% of the project construction total up to a maximum of $134,816. The city is responsible for reimbursing TxDOT for work performed for their oversight of design and construction activities. The TxDOT has estimated their administrative cost will be $11,800. The City's participation, for construction and the TxDOT administration cost is $45,504. The City cost is programmed under the Ocean Drive project (Bond 2012, Proposition 1). The HAWK system is a pedestrian crossing signal for protected pedestrian crossings, stopping roadway traffic only as needed. The HAWK provides an alternative for the installation of a standard traffic signal and is proven to increase safety for pedestrians. The proposed HAWK signal construction will include, but is not limited to: foundations, signal poles, mast arms, signal heads/beacons, pedestrian pole, pedestrian heads, conduits, conductors, controller cabinet, electrical service, etc. ALTERNATIVES: 1. Execute the Advance Funding Agreement with TXDOT. (Recommended) 2. Do not execute the Advance Funding Agreement with TXDOT. (Not recommended) CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: None FINANCIAL IMPACT: Fiscal Year 2016-2017 Project to Date Budget and Expenditures Current Year Future Years TOTALS Budget $11,800 $11,800 TxDOT Projected Participation Total Budget Encumbered / Expended Amount This item (TxDOT Oversight pymt) 11,800 11,800 Future Anticipated Expenditures This Project BALANCE 0 0 Fund(s): Street CIP RECOMMENDATION: City staff recommends approval of the Resolution to enter into the Advance Funding Agreement and payment to TxDOT in the amount of $11,800. LIST OF SUPPORTING DOCUMENTS: Resolution Location Maps Presentation Advance Funding Agreement Informal Staff Report INFORMAL STAFF REPORT MEMORANDUM To: Margie C. Rose, City Manager Thru: Mark Van Vleck, Assistant City Manager'? — Valerie H. Gray, P.E., Executive Director Public Works From: Andres Leal Jr., P.E., Director of Street Operations Jeff Edmonds, P.E., Director of Engineering Servicgs Date: August 16, 2017 Subject: CITY COUNCIL ACTION REQUEST (CCAR) RESPONSE — High -Intensity Activated Crosswalk (HAWK) Traffic Signal, Ocean Drive at Del Mar Boulevard ISSUE: During the August 15, 2017 City Council meeting, staff presentated a Resolution to execute the Advance Funding Agreement (AFA) for the High -Intensity Activated Crosswalk (HAWK) Traffic Signal for Ocean Drive at Del Mar Boulevard. Council requested further information on how this location was selected for the HAWK signal. BACKGROUND & FINDINGS: During public meetings held for the Bond 2012 Ocean Drive Project, citizens expressed concerns about the safety of pedestrian traffic crossing Ocean Drive during Cole Park special events, particularly at Del Mar Boulevard. Ayers Street to the north, and Louisiana Avenue to the south, are at the upper and lower limits of the expanse of Cole Park which typically holds special events. Both intersections already have traffic signals. Del Mar Boulevard is approximately halfway between these two other intersections and is also directly across from the middle pedestrian and vehicular entrance to Cole Park. It has a pedestrian crosswalk, but there is no traffic signal. Under guidelines of Texas Manual Uniform Traffic Control Devices, staff concluded that a HAWK signal was justified at this location. The HAWK signal stops vehicular traffic along Ocean Drive only when activated by someone wishing to cross at the intersection. This allows continuous traffic flow on Ocean Drive under normal circumstances yet provides substantial improvement to pedestrian safety during special events. At its January 26, 2016 meeting, City Council passed a resolution approving the submission of two grant applications with the Corpus Christi Metropolitan Planning Organization (CCMPO) for a FY 2018 1 TAP Grant for wayfinding signage along the City's Hike and Bike Trails and a HAWK signal for Cole Park to be located near Ocean Drive and Del Mar Boulevard. In February 2016, the City received the grant. The Local Project Advance Funding Agreement (AFA) presented on Tuesday, August 15th, clearly specifies the project location on Ocean Drive and Del Mar Boulevard. Any changes in the scope of work (including project limits) may result in a denial of the TAP grant as a result of changing from what was described in the approved grant application. As well, the City would have to amend the AFA contingent on approval by TxDOT, the Federal Highway Administration, CCMPO and the Texas Transportation Commission. CONCLUSION: Staff concludes that City should construct the HAWK on Ocean Drive at Del Mar Boulevard. 2 RESOLUTION AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO EXECUTE AN ADVANCE FUNDING AGREEMENT (AFA) WITH THE TEXAS DEPARTMENT OF TRANSPORTATION (TXDOT) FOR A HIGH-INTENSITY ACTIVATED CROSS WALK (HAWK) TRAFFIC SIGNAL, AT THE INTERSECTION ON OCEAN DRIVE AND DEL MAR BOULEVARD WITH THE CITY'S REQUIRED PAYMENT TO TXDOT IN THE AMOUNT OF $11,800 FOR REIMBURSEMENT OF DIRECT STATE COSTS. THIS IS RELATED TO THE OCEAN DRIVE FROM BUFORD TO LOUISIANA PROJECT (BOND 2012, PROPOSITION 1). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute an Advance Funding Agreement (AFA) for a High -Intensity Activated CrossWalk (HAWK) traffic signal at the intersection on Ocean Drive and Del Mar Boulevard with the Texas Department of Transportation (TXDOT) with the City's required payment to TXDOT in the amount of $11,800 for reimbursement of direct state costs. SECTION 2. The City Manager or designee is authorized to execute all related documents necessary to administer said Advance Funding Agreement, including minor amendments thereto. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas of , 2017 The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey -Opel Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn V SHIP CHANN 0 o; SCALE: N.T.S. PROJECT LOCATION 'v l CORPUS CHRISTI BAY 7' TEXAS A&M UNIVERSITY CORPUS CHRISTI CORPUS CHRISTI NAVAL AIR STATION FLOUR BLUFF LOCATION MAP NOT TO SCALE LAGUNA MADRE HAWK Traffic Signal Ocean Drive and Del Mar Boulevard CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES wv Ped pole with flashing beacon and push button HAWK Signal mast arm with flashing beacon and push button HAWK Traffic Signal Ocean Drive and Del Mar Boulevard CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Carpus Chr sti Engineering High Intensity Activated CrossWalK (HAWK) Traffic Signal Ocean Drive and Del Mar Boulevard Council Presentation August 15, 2017 Location Map Corpus Chrsti Engineering Ped pole with flashing beacon and push button HAWK Signal mast arm with flashing beacon and push button 2 High Intensity Activated CrossWalK Corpus Chr sti Engineering 3 HAWK Traffic Signal Corpus Chr sti Engineering • The HAWK signal assists pedestrians to cross safely • The HAWK signal allows "steady" green to vehicles and returns to green after pedestrian activation. • Cost-effective with minimal traffic disruption vs. typical traffic signal • Joint City/TxDOT project with respective 20/80 cost sharing HAWK Traffic Signal Corpus Chr sti Engineering The proposed HAWK traffic signal construction will include, but not limited to: • Two sections of upgraded foundations for signal poles with mast arms • Installation of 2 signal poles with mast arms and luminaires • Installation of a pedestal pole with pedestrian signals • Electrical installation of conduits, conductors and controller cabinet • Crosswalk and yield bar markings (Ocean Dr. Bond 2012) Project Schedule Corpus Chrsti Engineering 2017 SEP I OCT L____NOV I DEC Bid Construction CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development 0916-35-207 STATE OF TEXAS § COUNTY OF TRAVIS § LOCAL PROJECT ADVANCE FUNDING AGREEMENT FOR A TRANSPORTATION ALTERNATIVES PROGRAM PROJECT MPO -Selected On -System This Local Project Advance Funding Agreement ("LPAFA") is made between the State of Texas ("State"), acting through the Texas Department of Transportation, and City of Corpus Christi ("Local Government"), acting through its duly authorized officials. BACKGROUND Local Government and State have adopted a Master Agreement that states the general terms and conditions for transportation projects developed through this LPAFA. Local Government prepared and submitted to State or Metropolitan Planning Organization ("MPO") a nomination form for consideration under the Transportation Alternatives Program ("TAP") for the project, which is briefly described as High -Intensity Activated crosswalk traffic signal ("Project"). Federal law establishes federally funded programs for transportation improvements to implement its public purposes. Federal law, 23 USC § 134 and 49 USC § 5303, requires that State and MPOs develop transportation plans and programs for urbanized areas of Texas. Tex. Transp. Code §§ 201.103 and 222.052 establish that State shall design, construct, and operate a system of highways in cooperation with local governments. Federal and state laws require local governments to meet certain contract standards relating to the management and administration of State and federal funds. The Texas Transportation Commission ("Commission") passed Minute Order Number 114491 ("MO") dated February 25, 2016 awarding funding for projects in the 2017 TAP Program Call of the Corpus Christi MPO, including Project. The rules and procedures for TAP are established in 23 USC § 213, and 43 Tex. Admin. Code Subchapter 11.F. The governing body of Local Government has approved entering into this Agreement by resolution dated which is attached to and made a part of this Agreement as Attachment A. Therefore, State and Local Government agree as follows: AFA-LPAFA TAP Page 1 of 15 Revised 2016-10-18 CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development AGREEMENT 1. Period of Agreement and Performance 1.1. Period of Agreement. The period of this LPAFA is as stated in the Master Agreement, without exception. 1.2. Period of Performance. a. The Performance Period for each phase of work begins on the date specified in the Federal Project Authorization Agreement ("FPAA") for that phase of work. Local Government may not begin work until issued the State Letter of Authority ("SLOA") for that phase of work. b. The Performance Period for each phase of work ends on the date specified in the FPAA for that phase of work. 2. Termination of the Agreement 2.1. This Agreement may be terminated by any of the following conditions: a. By mutual written consent and agreement of all parties; b. By any party with 90 days written notice; or c. By either party, upon the failure of the other party to fulfill the obligations as set forth in this Agreement. Any cost incurred due to such breach of contract shall be paid by the breaching party. 2.2. If the potential termination of this Agreement is due to the failure of Local Government to fulfill its contractual obligations, State will notify Local Government that possible breach of contract has occurred. Local Government should make every effort to remedy the breach within a period mutually agreed upon by both parties. 2.3. If Local Government withdraws from Project after this Agreement is executed, Local Government shall be responsible for all direct and indirect Project costs as identified by the State's cost accounting system and with 2 CFR Part 200 recapture requirements. 2.4. A project may be eliminated from the program as outlined below. If Project is eliminated for any of these reasons, this Agreement will be appropriately terminated. A project may be eliminated from the program, and this Agreement terminated, if: a. Local Government fails to satisfy any requirements of the program rules cited in 43 Tex. Admin. Code Subchapter 11.F. b. The implementation of Project would involve significant deviation from the activities proposed in the nomination form and approved by the Texas Transportation Commission or MPO in consultation with State. AFA-LPAFA TAP c. Local Government withdraws from participation in Project. d. State determines that federal funding may be lost due to Project not being implemented and completed. e. Funds are not appropriated, in which case this Agreement shall be terminated immediately with no liability to either party. Payment under this Agreement beyond the current fiscal biennium is subject to availability of appropriated funds. Page 2 of 15 Revised 2016-10-18 CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development f. The associated FPAA is not issued by the end of the third federal fiscal year following the federal fiscal year for which the funds are authorized. Federal fiscal years run October 1 through September 30. g. Local Government fails to attend progress meetings at least twice yearly, as scheduled by State. 2.5. State, at its sole discretion, may terminate this Agreement if State does not receive project invoice within 270 days of FPAA. 3. Amendments Amendments to this LPAFA shall be made as described in the Master Agreement, without exception. 4. Scope of Work, Use of Project, and Project Location 4.1. The scope of work for Project (located as shown in Attachment B, Project Location Map) consists of: The installation of a HAWK (High -Intensity Activated crossWalK) traffic signal at the intersection of Ocean Drive and Del Mar Boulevard. The proposed HAWK signal construction will include, but not limited to: foundations, signal poles, mast arms, signal heads, pedestrian pole, pedestrian heads, conduits, conductors, controller cabinet, electrical service, etc. . 4.2. Any project changes proposed must be submitted in writing by Local Government to State. Changes may also require an amendment to this Agreement and the approval of the FHWA, State, M PO, or the Commission. Any changes undertaken without written approval and amendment of this Agreement may jeopardize not only the federal funding for the changes, but the federal funding of the entire Project. 5. Right of Way and Real Property Acquisition 5.1. Right of way and real property acquisition shall be the responsibility of Local Government. Title to right of way and other related real property must be acceptable to State before funds may be expended for the improvement of the right of way or real property. If Local Government is the owner of any part of Project site under this Agreement, Local Government shall permit State or its authorized representative access to occupy the site to perform all activities required to execute the work. 5.2. Local Government will comply with and assume the costs for compliance with all the requirements of Title II and Title III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 USC § 4601 et seq., including those provisions relating to incidental expenses incurred by the property owners in conveying the real property to Local Government, and benefits applicable to the relocation of any displaced person as defined in 49 CFR § 24.2(g). Documentation to support such compliance must be maintained and made available to State and its representatives for review and inspection. 5.3. Local Government shall assume all costs and perform all work necessary to obtain needed evidence of title or right of use to the real property required for development of Project. Evidence of title or right of use shall be acquired in the name of (1) State, if the real property is to be made part of the State Highway System, and (2) Local Government, otherwise. The evidence of title or rights shall be acceptable to State, and be free and clear of all encroachments. Local Government shall secure and provide easements and any needed rights of entry over any other land needed to develop Project according to the approved Project plans. Local Government shall be responsible for securing any additional real property required for completion of Project. AFA-LPAFA TAP Page 3 of 15 Revised 2016-10-18 CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development 5.4. Local Government shall prepare real property maps, property descriptions, and other data as needed to properly describe the real property and submit them to State for approval prior to Local Government acquiring the real property. Tracings of the maps shall be retained by Local Government for a permanent record. 5.5. Local Government shall determine property values for each real property parcel to be purchased with federal funds using methods acceptable to State and shall submit to State a tabulation of the values so determined, signed by the appropriate Local Government representative. The tabulations must list the parcel numbers, ownership, acreage, and recommended compensation. The tabulation must be accompanied by an explanation to support the estimated values, together with a copy of the documentation and reports used in calculating each parcel's value. Expenses incurred by Local Government in performing this work may be eligible for reimbursement after Local Government has received written authorization by State to proceed with determination of real property values. State will review the data submitted and will base its reimbursement for parcel acquisitions on these in determining the fair market values. 5.6. For State -selected projects, Local Government shall not use eminent domain or condemnation to acquire real property for this TAP Project. 5.7. Reimbursement for real property costs will be made to Local Government for real property purchased in an amount not to exceed 80 percent of the cost of the real property purchased in accordance with the terms and provisions of this Agreement. Reimbursement will be in an amount not to exceed 80 percent of State's predetermined fair market value of each parcel, or the net cost thereof, whichever is less. In addition, reimbursement will be made to Local Government for necessary payments to appraisers for expenses incurred in order to assure good title. 5.8. Local Government and current property owner are responsible for any costs associated with the relocation of displaced persons and personal property as well as incidental expenses incurred in acquiring property to implement Project. State will not pay any of these costs. 5.9. If Project requires the use of real property to which Local Government will not hold title, a separate agreement between the owners of the real property and Local Government must be executed prior to execution of this Agreement. The separate agreement between Local Government and the current property owner must establish that Project will be dedicated for public use for a period of time not less than ten years after project completion and commensurate with the federal investment as outlined in 43 Tex. Admin. Code § 11.317. The separate agreement must define the responsibilities of the parties as to the use of the real property and operation and maintenance of Project after completion. The separate agreement must be approved by State prior to its execution and a copy of the executed separate agreement shall be provided to State. 5.10. Local Government shall execute individually or produce a legal document as necessary to provide for Project's continued use from the date of completion, and agrees to cause the same to be recorded in the land records of the appropriate jurisdiction. 5.11. Local governments receiving federal funds must comply with 23 CFR Part 710 and 49 CFR Part 24, and with the procedures provided in Chapter 6 of the State's Local Government Project Policy Manual. Local Government agrees to monitor Project to ensure: (1) continued use of the property for approved activities, and (2) the repayment of the Federal funds, as appropriate. Local Government agrees to the review of their Project accounts and site visits by State during the development of Project at any time. AFA-LPAFA TAP Page 4 of 15 Revised 2016-10-18 CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development Upon Project completion, State will continue to perform periodic visits to confirm Project's continued use and upkeep. 5.12. Before the advertisement for bids, Local Government shall provide a certification to State that all real property has been acquired. 6. Utilities Local Government shall be responsible for the adjustment, removal, or relocation of utility facilities in accordance with applicable State laws, regulations, rules, policies, and procedures, including any cost to State of a delay resulting from Local Government's failure to ensure that utility facilities are adjusted, removed, or relocated before the scheduled beginning of construction. Unless specified in (1) the nomination form approved by State or MPO in consultation with State and (2) this agreement, Local Government will not be reimbursed with federal or state funds for the cost of required utility work. Local Government must obtain advance approval for any variance from established procedures. Before a construction contract is let, Local Government shall provide, at State's request, a certification stating that Local Government has completed the adjustment of all utilities that must be adjusted before construction begins. Additional utility work may be required due to unknown conditions discovered during construction. These costs may be eligible for TAP participation if: (1) the activity is required to complete Project; (2) the cost is incidental to Project; and (3) TAP funding is available. Any change orders must be approved by State prior to incurring any cost for which reimbursement is sought. 7. Environmental Assessment and Mitigation Development of Project must comply with the National Environmental Policy Act and the National Historic Preservation Act of 1966, which require environmental clearance of federal -aid projects. 7.1. Local Government is responsible for the identification and assessment of any environmental problems associated with the development of Project. 7.2. Local Government is responsible for the cost of any environmental problem's mitigation and remediation. These costs will not be reimbursed or credited towards Local Government's financial share of Project unless specified in the nomination form and approved by State or MPO in consultation with State. 7.3. Local Government is responsible for providing any public meetings or public hearings required for development of the environmental assessment. 7.4. Before the advertisement for bids, Local Government shall provide to State written documentation from the appropriate regulatory agency or agencies that all environmental clearances have been obtained. 8. Architectural and Engineering Services Architectural and engineering services for preliminary engineering will be provided by Local Government. In procuring professional services, the parties to this Agreement must comply with federal requirements cited in 23 CFR Part 172 if Project is federally funded and Local Government will be seeking reimbursement for these services; and with Tex. Gov't Code Subchapter 2254.A., in all cases. Professional services contracts for federally funded projects must conform to federal requirements. For State -selected projects, architectural and engineering services are not eligible for TAP reimbursement. 8.1. The architectural contract documents shall be developed in accordance with the standards of the American Institute of Architects, the U.S. Secretary of the Interior's Standards for Historic Preservation AFA-LPAFA TAP Page 5 of 15 Revised 2016-10-18 CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development Projects, Standards and Guidelines for Archeology and Historic Preservation, the National Register Bulletin Number 36: Guidelines for Evaluating and Registering Historical Archeological Sites and in consultation with the State Historic Preservation Officer, as applicable. The engineering plans shall be developed in accordance with State's applicable Standard Specifications for Construction and Maintenance of Highways, Streets and Bridges and the two American Association of State Highway and Transportation Officials' ("AASHTO") publications, "A Policy on Geometric Design of Highways and Streets" and "Guide for the Development of Bicycle Facilities," as applicable. All contract procurement procedures and documents must adhere to the applicable requirements established in the Standard Specifications for Construction and Maintenance of Highways, Streets and Bridges. The use of other systems of specifications shall be approved by State in writing in advance. 8.2. When architectural and engineering services are provided by or through Local Government, Local Government shall submit any plans it has completed to State for review and approval. Local Government may also submit the plans to State for review any time prior to completion. Local Government shall make the necessary revisions determined by State. Local Government will not let the construction contract until all required plans have received State approval. 8.3. When architectural and engineering services are provided by or through State, then the following applies: State is responsible for the delivery and performance of any required architectural or preliminary engineering work. Local Government may review and comment on the work as required to accomplish Project purposes. State will cooperate with Local Government in accomplishing these Project purposes to the degree permitted by state and federal law. 9. Construction Responsibilities 9.1. Local Government shall advertise for construction bids, issue bid proposals, receive and tabulate the bids, and award and administer the contract for construction of Project. Administration of the contract includes the responsibility for construction engineering and for issuance of any change orders, supplemental agreements, amendments, or additional work orders that may become necessary subsequent to the award of the construction contract. In order to ensure federal funding eligibility, projects must be authorized by State prior to advertising for construction. 9.2. All contract letting and award procedures must be approved by State prior to letting and award of the construction contract, whether the construction contract is awarded by State or by Local Government. 9.3. All contract change order review and approval procedures must be approved by State prior to start of construction. 9.4. Upon completion of Project, the party constructing Project will issue and sign a "Notification of Completion" acknowledging Project's construction completion. 9.5. For federally funded contracts, the parties to this Agreement will comply with federal construction requirements provided in 23 CFR Parts 633 and 635, and shall include the latest version of Form "FHWA- 1273" in the contract bidding documents. If force account work will be performed, a finding of cost effectiveness shall be made in compliance with 23 CFR Subpart 635.B. 9.6. Any field changes, supplemental agreements, or revisions to the design plans that may occur after the construction contract is awarded will be mutually agreed to by State and Local Government prior to authorizing the contractor to perform the work. Prior to completion of Project, the party responsible for construction will notify the other party to this Agreement of the anticipated completion date. All parties AFA-LPAFA TAP Page 6 of 15 Revised 2016-10-18 CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development will be afforded the opportunity to assist in the final review of the construction services performed by the contractor. 10. Project Maintenance 10.1. Upon completion of Project, Local Government will be responsible for maintaining the completed facility for public use. The property shall be maintained and operated for the purpose for which it was approved and funded for a period of time commensurate with the federal investment or State rules, whichever is greater. Should Local Government at any time after Project completion decide it can no longer maintain and operate Project for its intended purpose, Local Government shall consult with State and the FHWA as to the disposal or alternate uses, consistent with Project's original intent. State may require Local Government to return the federal funds in accordance with 2 CFR Part 200 federal recapture requirements. Should Local Government consider conveying the property, State and FHWA must be notified prior to the sale, transfer, or disposal of any property that received federal funds. Written concurrence of approval for the transaction, detailing any required recapture, must be obtained from FHWA prior to the transaction. Advance notice from Local Government of their intended action must be submitted to State for an FHWA review a minimum of 90 days prior to any action being taken by Local Government. Local Government shall be held responsible for reimbursement of all federal funds used or a portion of those funds based on a pro -rata amount, considering the original percentage of federal funds provided and the time elapsed from Project completion date. This same percentage of reimbursement also applies to any amount of profit that may be derived from the conveyance of the property, as applicable. 10.2. Any manufacturer warranties extended to Local Government as a result of Project shall remain in the name of Local Government. State shall not be responsible for honoring any warranties under this Agreement. 10.3. Should Local Government derive any income from the development and operation of Project, a portion of the proceeds sufficient for the maintenance and upkeep of the property shall be set aside for future maintenance. A project income report shall be submitted to State on a quarterly basis. Monies set aside according to this provision shall be expended using accounting procedures and with the property management standards established in 2 CFR Part 200. 10.4. Should any historic properties be included in or affected by this federally funded Project, the historic integrity of the property and any contributing features must continue to be preserved regardless of any approved changes that may occur throughout the life of Project. 11. Local Project Sources and Uses of Funds 11.1. AFA-LPAFA TAP A Project Budget Estimate and Source of Funds is provided as Attachment C, showing the total estimated development cost of Project. This estimate shows the itemized cost of real property, utilities, environmental assessments, construction, and other construction related costs. To be eligible for reimbursement or as in-kind contribution, costs must have been included in the nomination form approved by the Texas Transportation Commission or MPO in consultation with State. State and the Federal Government will not reimburse Local Government for any work performed outside the Performance Period. After federal funds have been obligated, State will send to Local Government a copy of the formal documentation showing the obligation of funds including federal award information. Local Government is responsible for 100 percent of the cost of any work performed under its direction or control before the federal spending authority is formally obligated. Page 7 of 15 Revised 2016-10-18 CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development 11.2. If Local Government will perform any work under this Agreement for which reimbursement will be provided by or through State, Local Government must complete training in Local Government Procedures Qualification for the Texas Department of Transportation before federal spending authority is obligated. Training is complete when at least one individual who is working actively and directly on Project successfully completes and receives a certificate for the course. Local Government shall provide the certificate of qualification to State. The individual who receives the training certificate may be an employee of Local Government or an employee of a firm that has been contracted by Local Government to perform oversight of Project. State in its discretion may deny reimbursement if Local Government has not designated a qualified individual to oversee Project. 11.3. The Project budget and source of funds estimate based on the budget provided in the nomination form is included as Attachment C. Attachment C shows the percentage and estimated dollar amounts to be contributed to Project by state and local sources, as well as the maximum amount in federal Transportation Alternative Program funds assigned by the Commission or MPO in consultation with State to Project. This Agreement may be amended from time to time as required to meet the funding commitments based on revisions to the Transportation Improvement Program, Federal Project Authorization and Agreement ("FPAA"), or other federal documents. 11.4. Local Government will be responsible for all non-federal participation costs associated with Project, including any overruns in excess of Project's estimated budget and any operating or maintenance expenses. 11.5. State will be responsible for securing the federal share of funding required for the development and construction of Project, in an amount not to exceed 80 percent of the actual cost of the work up to the amount of funds approved for Project by the Texas Transportation Commission or MPO in consultation with State. Federal funds will be reimbursed on a cost basis. Project costs incurred prior to issuance of the SLOA are not eligible for reimbursement. 11.6. Following execution of this Agreement, but prior to the performance of any plan review work by State, Local Government will pay to State the amount specified in Attachment C for plan review. At least 60 days prior to the date set for receipt of the construction bids, Local Government shall remit its remaining local match as specified in Attachment C for State's estimated construction oversight and construction cost. 11.7. In the event State determines that additional funding is required by Local Government at any time during Project, State will notify Local Government in writing. Local Government is responsible for the percentage of the authorized Project cost shown in Attachment C and 100 percent of any overruns above the federally authorized amount. Local Government will make payment to State within 30 days from receipt of State's written notification. 11.8. Whenever funds are paid by Local Government to State under this Agreement, Local Government will remit a warrant made payable to the "Texas Department of Transportation." The warrant will be deposited by State and managed by State. Funds may only be applied by State to Project. 11.9. Upon completion of Project, State will perform an audit of Project costs. Any funds due to Local Government, State, or the Federal Government will be promptly paid by the owing party. If after final Project accounting, any excess funds remain, those funds may be applied by State to Local Government's contractual obligations to State under another advance funding agreement with approval by appropriate personnel of Local Government. AFA-LPAFA TAP Page 8 of 15 Revised 2016-10-18 CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development 11.10. In the event Project is not completed, State may seek reimbursement from Local Government of the expended federal funds. Local Government will remit the required funds to State within 60 days from receipt of State's notification. 11.11. If any existing or future local ordinances, commissioners court orders, rules, policies, or other directives, including but not limited to outdoor advertising billboards and storm water drainage facility requirements, are more restrictive than state or federal regulations, or if any other locally proposed changes, including but not limited to plats or re -plats, result in increased costs, then any increased costs associated with the ordinances or changes will be paid by Local Government. The cost of providing right of way acquired by State shall mean the total expenses in acquiring the property interests through negotiations, including, but not limited to, expenses related to relocation, removal, and adjustment of eligible utilities. 11.12. The state auditor may conduct an audit or investigation of any entity receiving funds from the State directly under the Agreement or indirectly through a contract or subcontract under the Agreement. Acceptance of funds directly under the Agreement or indirectly through a contract or subcontract under this Agreement acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. 11.13. State will not pay interest on any funds provided by Local Government. 11.14. State will not execute the contract for the construction of Project until the required funding has been made available by Local Government in accordance with this Agreement. 11.15. Local Government is authorized to submit requests for reimbursement by submitting the original of an itemized invoice in a form and containing all items required by State no more frequently than monthly, and no later than 90 days after costs are incurred. If Local Government submits invoices more than 90 days after the costs are incurred, and if federal funding is reduced as a result, State shall have no responsibility to reimburse Local Government for those costs. 11.16. If Local government is an Economically Disadvantaged County ("EDC") and if State has approved adjustments to the standard financing arrangement, this agreement reflects those adjustments. 12. Document and Information Exchange Local Government agrees to electronically deliver to State all general notes, specifications, contract provision requirements, and related documentation in a Microsoft Word or similar format. If requested by State, Local Government will use State's document template. Local Government shall also provide a detailed construction time estimate, including types of activities and month in which the activity will be completed, in the format required by State. This requirement applies whether Local Government creates the documents with its own forces or by hiring a consultant or professional provider. At the request of State, Local Government shall submit any information required by State in the format directed by State. 13. Incorporation of Master Agreement Provisions This LPAFA incorporates all of the governing provisions of the Master Agreement in effect on the date of final execution of this LPAFA, unless an exception has been made in this agreement. 14. Compliance with Laws AFA-LPAFA TAP Page 9 of 15 Revised 2016-10-18 CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development The parties shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of this LPAFA. When required, Local Government shall furnish State with satisfactory proof of this compliance. 15. Disadvantaged Business Enterprise Program Requirements 15.1. The parties shall comply with the Disadvantaged Business Enterprise ("DBE") Program requirements established in 49 CFR Part 26. 15.2. Local Government shall adopt, in its totality, State's federally approved DBE program. 15.3. Local Government shall set an appropriate DBE goal consistent with State's DBE guidelines and in consideration of Local market, project size, and nature of the goods or services to be acquired. Local Government shall have final decision-making authority regarding the DBE goal and shall be responsible for documenting its actions. 15.4. Local Government shall follow all other parts of State's DBE program referenced in TxDOT Form 2395, Memorandum of Understanding Regarding the Adoption of the Texas Department of Transportation's Federally -Approved Disadvantaged Business Enterprise by Entity, and attachments found at web address: http://ftp.dot.state.tx.us/pub/txdot-info/bop/dbe/mou/mou attachments.pdf. 15.5. Local Government shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT -assisted contract or in the administration of its DBE program or the requirements of 49 CFR Part 26. Local Government shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure non-discrimination in award and administration of DOT -assisted contracts. State's DBE program, as required by 49 CFR Part 26 and as approved by DOT, is incorporated by reference in this Agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this Agreement. Upon notification to Local Government of its failure to carry out its approved program, State may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 USC 1001 and the Program Fraud Civil Remedies Act of 1986 (31 USC § 3801 et seq.). 15.6. Each contract Local Government signs with a contractor (and each subcontract the prime contractor signs with a subcontractor) must include the following assurance: The contractor, sub -recipient, or sub -contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT -assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this agreement, which may result in the termination of this agreement or such other remedy as the recipient deems appropriate. 16. Debarment Certifications The parties are prohibited from making any award at any tier to any party that is debarred or suspended or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, "Debarment and Suspension." By executing this Agreement, Local Government certifies that it and its principals are not currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, and further certifies that it will not do business with any party, to include principals, that is currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549. The parties to this Agreement AFA-LPAFA TAP Page 10 of 15 Revised 2016-10-18 CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development shall require any party to a contract, subcontract, or purchase order awarded under this Agreement to certify its eligibility to receive federal funds and, when requested by State, to furnish a copy of the certification. 17. Lobbying Certification In executing this Agreement, each signatory certifies to the best of that signatory's knowledge and belief, that: 17.1. No federal appropriated funds have been paid or will be paid by or on behalf of the parties to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 17.2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with federal contracts, grants, loans, or cooperative agreements, the signatory for Local Government shall complete and submit the federal Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 17.3. The parties shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans, and cooperative agreements) and all sub -recipients shall certify and disclose accordingly. Submission of this certification is a prerequisite imposed by 31 USC § 1352 for making or entering into this transaction. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 18. Insurance 18.1. Should this Agreement authorize Local Government or its contractor to perform any work on State right of way, before beginning work, the entity performing the work shall provide State with a fully executed copy of State's Form 1560 Certificate of Insurance verifying the existence of coverage in the amounts and types specified on the Certificate of Insurance for all persons and entities working on State right of way. This coverage shall be maintained until all work on State right of way is complete. If coverage is not maintained, all work on State right of way shall cease immediately, and State may recover damages and all costs of completing the work. 18.2. For projects including buildings, Local Government agrees to insure the building according to Department specifications and further agrees to name the Federal Government as a "Loss Payee" should the building be destroyed. 19. Federal Funding Accountability and Transparency Act Requirements 19.1. Any recipient of funds under this agreement agrees to comply with the Federal Funding Accountability and Transparency Act ("FFATA") and implementing regulations at 2 CFR Part 170, including Appendix A. This agreement is subject to the following award terms: http://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22705.pdf and http://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22706.pdf. AFA-LPAFA TAP Page 11 of 15 Revised 2016-10-18 CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development 19.2. Local Government agrees that it shall: a. Obtain and provide to State a System for Award Management ("SAM") number (Federal Acquisition Regulation ("FAR") Subpart 4.11) if this award provides more than $25,000 in Federal funding. The SAM number may be obtained by visiting the SAM website whose address is https://www.sam.gov/portal/public/SAM/ b. Obtain and provide to State a Data Universal Numbering System ("DUNS") number, a unique nine -character number that allows the federal government to track the distribution of federal money. The DUNS number may be requested free of charge for all businesses and entities required to do so by visiting the Dun & Bradstreet on-line registration website http://fedgov.dnb.com/webform; and c. Report the total compensation and names of its top five executives to State if: 1. More than 80 percent of annual gross revenues are from the Federal government, and those revenues are greater than $25,000,000; and 2. The compensation information is not already available through reporting to the U.S. Securities and Exchange Commission. 20. Single Audit Report 20.1. The parties shall comply with the requirements of the Single Audit Act of 1984, P.L. 98-502, ensuring that the single audit report includes the coverage stipulated in 2 CFR Part 200. 20.2. If threshold expenditures of $750,000 or more are met during the fiscal year, the Local Government must submit a Single Audit Report and Management Letter (if applicable) to TxDOT's Compliance Division, 125 East 11th Street, Austin, TX 78701 or contact TxDOT's Compliance Division at singleaudits@txdot.gov. If expenditures are less than the threshold during Local Government's fiscal year, Local Government must submit a statement to TxDOT's Compliance Division as follows: We did not meet the $ expenditure threshold and therefore, are not required to have a single audit performed for FY 20.3. For each year Project remains open for federal funding expenditures, Local Government will be responsible for filing a report or statement as described above. The required annual filing shall extend throughout the life of the agreement, unless otherwise amended or Project has been formally closed out and no charges have been incurred within the current fiscal year. 21. Civil Rights Compliance 21.1. Compliance with Regulations: The Local Government will comply with the Acts and the Regulations relative to Nondiscrimination in Federally -assisted programs of the U.S. Department of Transportation (USDOT), the Federal Highway Administration (FHWA), as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 21.2. Nondiscrimination: The Local Government, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Local Government will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, AFA-LPAFA TAP Page 12 of 15 Revised 2016-10-18 CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. 21.3. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Local Government for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier will be notified by the Local Government of the Local Government's obligations under this contract and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, or national origin. 21.4. Information and Reports: The Local Government will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations and instructions. Where any information required of the Local Government is in the exclusive possession of another who fails or refuses to furnish this information, the Local Government will so certify to the State or the FHWA, as appropriate, and will set forth what efforts it has made to obtain the information. 21.5. Sanctions for Noncompliance: In the event of the Local Government's noncompliance with the Nondiscrimination provisions of this contract, the State will impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: a. withholding of payments to the Local Government under the contract until the Local Government complies and/or b. cancelling, terminating, or suspending of the contract, in whole or in part. 21.6. Incorporation of Provisions: The Local Government will include the provisions of paragraphs 21.1 through 21.6 in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Local Government will take action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if Local Government becomes involved in, or is threatened with, litigation with a subcontractor, or supplier because of such direction, the Local Government may request the State to enter into such litigation to protect the interests of the State. In addition, the Local Government may request the United States to enter into such litigation to protect the interests of the United States. 22. Pertinent Non -Discrimination Authorities During the performance of this contract, the Performing Agency, for itself, its assignees, and successors in interest agree to comply with the following nondiscrimination statutes and authorities; including but not limited to: 22.1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. AFA-LPAFA TAP Page 13 of 15 Revised 2016-10-18 CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development 22.2. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects). 22.3. Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), as amended, (prohibits discrimination on the basis of sex). 22.4. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.) as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27. 22.5. The Age Discrimination Act of 1975, as amended, (49 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age). 22.6. Airport and Airway Improvement Act of 1982, (49 U.S.C. Chapter 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex). 22.7. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, subrecipients and contractors, whether such programs or activities are Federally funded or not). 22.8. Titles II and III of the Americans with Disabilities Act, which prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38. 22.9. The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex). 22.10. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations. 22.11. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, the parties must take reasonable steps to ensure that LEP persons have meaningful access to the programs (70 Fed. Reg. at 74087 to 74100). 22.12. Title IX of the Education Amendments of 1972, as amended, which prohibits the parties from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq.). AFA-LPAFA TAP Page 14 of 15 Revised 2016-10-18 CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development 23. Signatory Warranty Each signatory warrants that the signatory has necessary authority to execute this agreement on behalf of the entity represented. Each party is signing this agreement on the date stated opposite that party's signature. Approved as to form: Assistant City Attorney AFA-LPAFA TAP City of Corpus Christi Date: By: Valerie H. Gray, P.E. Executive Director Public Works THE STATE OF TEXAS Date: By: Kenneth Stewart Director of Contract Services Texas Department of Transportation Page 15 of 15 Revised 2016-10-18 AFA-LPAFA_TAP CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development ATTACHMENT A RESOLUTION OF LOCAL GOVERNMENT Page 1 of 1 Attachment A AFA-LPAFA_TAP CSJ: 0916-35-207 District #: City of Corpus Christi Code Chart 64#: 09800 Project: HAWK Signal CFDA Title: Highway Planning and Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development ATTACHMENT B PROJECT LOCATION MAP Nuencs E E - • CORPUS CHRISTI INTERNATIONAL I PO0T • NP tM�' H ?TTI LEOPARD 37i� AIL f TAP GRANT APPLICATION OCEAN DR. HAWK SIGNAL AT DEL YAR BLVD. CORPUS CHRISTI BAY 414 a SUBJECT: TAP GRANT APPLICATION OCEAN DR. HAWK SIGNAL ammo Traffic Engineering Office Street Operations Division Page 1 of 1 Attachment B CSJ: 0916-35-207 District 8: City of Corpus Christi Code Chart 648: 09800 Project: HAWK Signal CFDA Title: Highway Planning &Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development ATTACHMENT C PROJECT ESTIMATE AND SOURCE OF FUNDS LG Performs PE Work or Hires Consultant / LG Lets Project to Construction Work Performed by Local Government ("LG") Description of Project Costs to be Incurred Total Project Cost Estimate Federal Participation Includes additional percentage for TDC apportionment where applicable State Participation Local Government (LG) Participation Includes any EDC reduction where applicable % Cost % Cost % Cost Planning/Maps/Education/Non-CST $0 0% $0 0% $0 0% $0 Preliminary Engineering $0 0% $0 0% $0 0% $0 Environmental Cost $0 0% $0 0% $0 0% $0 Right of Way $0 0% $0 0% $0 0% $0 Utilities $0 0% $0 0% $0 0% $0 Construction $168,520.00 80% $134,816.00 0% $0 20% $33,704.00 In-kind donation Value (Add to Total Project Cost - 20% Maximum value) $0 0% $0 0% $0 0% 460 Work by LG Subtotal $168,520.00 $134,816.00 $0 $33,704.00 Work Performed by the State (Local Participation paid up front by LG to TxDOT) Preliminary Engineering' $0 0% $0 0% $0 0% $0 Environmental Cost' $0 0% $0 0% $0 0% $0 Right of Way3 $0 0% $0 0% $0 0% $0 Utilities2 $0 0% $0 0% $0 0% $0 Construction2 $0 0% $0 0% $0 0% $0 Work by State Subtotal $0 $0 $0 $0 AFA-LPAFA_TAP Page 1 of 2 Attachment C CSJ: 0916-35-207 District 8: City of Corpus Christi Code Chart 648: 09800 Project: HAWK Signal CFDA Title: Highway Planning &Construction CFDA Number: 20.205 Federal Highway Administration Not Research and Development Direct and Indirect State Costs Incurred for Review, Inspection, Administration & Oversight Description of Project Costs to be Incurred Total Project Cost Estimate Federal Participation Includes additional percentage for TDC apportionment where applicable State Participation Local Government (LG) Participation Includes any EDC reduction where applicable % Cost % Cost % Cost Preliminary Engineering' $2,832.00 0% $0 0% $0 100% $2832.00 Environmental Cost' $1,416.00 0% $0 0% $0 100% $1416.00 Right of Way' $1,416.00 0% $0 0% $0 100% $1416.00 Utilities' $1,416.00 0% $0 0% $0 100% $1416.0 Construction2 $4,720.00 0% $0 0% $0 100% $4720.00 Direct State Costs Subtotal $11,800.00 0% $0 0% $0 100% $11,800.00 Indirect State Costs $8,881.00 $0 $8,881.00 $0 TOTAL PARTICIPATION $189,201.00 $134,816.00 $8,881.00 $45,504.00 In-kind Contribution Credit Applied 0% $0 TOTAL REMAINING PARTICIPATION AFTER IN-KIND CONTRIBUTION $0 The estimated total participation by Local Government is $45,504, plus 100% of overruns. Total estimated payment by Local Government to State is $11,800.00. 'Local Government's first payment of $7,080 is due to State within 30 days from execution of this contract. 2 Local Government's second payment of $4,720 is due to State within 60 days prior to the Construction contract being advertised for bids. 31f ROW is to be acquired by State; Local Government's share of property cost will be due prior to acquisition. The eligible percent of required local match is stated in the nomination and must be 20% or greater, unless In -Kind, EDC adjustments or TDCs are applied. This is an estimate, the final amount of Local Government participation will be based on actual costs. Maximum federal TAP funds available for Project are $134,816. AFA-LPAFA_TAP Page 2 of 2 Attachment C AGENDA MEMORANDUM Future Item for the City Council Meeting of August 15, 2017 Action Item for the City Council Meeting of August 22, 2017 DATE: July 26, 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 Construction Contract Chaparral Street Phase 2 Downtown Development Master Plan (Schatzel to Taylor) Bond 2014 Proposition 2 CAPTION: Motion authorizing the City Manager, or designee, to execute a construction contract with Reytec Construction Resources, Inc. of Houston, Texas in the amount of $4,889,551.60 for the Chaparral Street Phase 2 Downtown Development Master Plan project for Base Bid 2 and Additive Alternate No. 1. (Bond 2014 Proposition 2) PURPOSE: The purpose of this agenda item is to obtain authority to execute a construction contract for the Chaparral Street Phase 2 Downtown Development Master Plan Project. BACKGROUND AND FINDINGS: This project is as a continuation Phase 1 Chaparral Street from William Street to Schatzel Street, Downtown Street Improvements (Bond 2008). Bond 2014 Brochure description: "Chaparral Street — Phase 2 Downtown Development Master Plan (Schatzel to Taylor) — This project will continue the Chaparral Street improvements from Schatzel Street to Taylor Street with minor modifications. This will include new curbs, widened sidewalks including but not limited to textured concrete and/or pavers, street pavement. New trees, shrubs, irrigation, landscape lighting and other amenities are also included." Project Scope: Phase 2 improvements include the full depth reconstruction of the existing 2 -lane roadway with new sidewalks, ADA ramps, curb & gutter, signage, pavement markings, and landscaping. The project includes replacement of traffic signal at Taylor Street intersection, street lighting (illumination) relocations and upgrades in coordination with AEP. As part of this project, a new modernized parking meter system will be introduced that was developed as part of the Downtown Parking Study. Utilities improvements include water, wastewater, storm water, and gas. This project provides for conversion from one-way to two-way traffic from Coopers Alley to Interstate Highway 37. The existing roadway is a 2 -lane one-way roadway with angled parking. The conversion is to a 2 -way roadway with 1 -lane in each direction and parallel parking. The conversion from angled to parallel parking results in a reduced number parking locations on Chaparral Street. The displaced parking was relocated on the adjacent side streets of Schatzel, William and Starr and will be complete prior to the start of construction to reduce the impacts during construction. Only one lane of traffic will be maintained during construction with no parking within the construction limits. The existing section of Chaparral is concrete pavement with a HMAC overlay. This project was bid with (Base Bid 1) for HMAC and (Base Bid 2) for Portland Cement Concrete (PCC), with one Additive Alternative. Additive Alternative No. 1 provides for resurfacing and re -striping at Schatzel Street from Water Street to Mesquite Street with new signage, striping, angled parking and required pedestrian/ADA improvements. Additive Alternative also includes colored stamped concrete at intersection crossings on Water Street. Project construction sequencing was specifically coordinated with the Downtown Management District and business to minimize disruption. The project will also be coordinated with the Bond 2014 Downtown Traffic Signal and Lighting Improvement project. On July 5, 2017, the City received proposals from two (2) bidders and bids are as follows: Only two bids were submitted as shown with the lowest bid from Reytec Construction Resources, Inc. for Base Bid 2 PCC rigid pavement. Engineer Opinion of Probable Cost: CPC Interests, LLC dba Clark Pipeline Services Corpus Christi, Texas Reytec Construction Resources, Inc. Houston, Texas Base Bid 1 (HMAC) 4,900,000.00 6,029,402.73 No Bid Additive Alternate No. 1 - 233,003.94 No Bid Base Bid 1 Plus Additive Alternate No. 1 - 6,262,406.67 No Bid Base Bid 2 (PCC) 5,300,000.00 No Bid 4,788,204.60 Additive Alternate No. 1 - No Bid 101,347.00 Base Bid 2 Plus Additive Alternate No. 1 - No Bid 4,889,551.60 Only two bids were submitted as shown with the lowest bid from Reytec Construction Resources, Inc. for Base Bid 2 PCC rigid pavement. 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 Request for Qualifications No. 2014-08. CONFORMITY TO CITY POLICY: Complies with statutory requirements for construction and professional service contracts. Conforms to FY 2016-2017 Street Capital Improvement Planning (CI P) 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 $6,508,185.00 $6,508,185.00 Encumbered / Expended Amount 0.00 0.00 This item 4,889,551.60 4,889,551.60 Future Anticipated Expenditures This Project 1,541,093.40 1,541,093.40 BALANCE 77,540.00 77,540.00 Fund(s): Street and Utility CI RECOMMENDATION: City staff and HDR recommend award of a construction contract to Reytec Construction Resources, Inc. in the amount of $4,889,551.60 for Base Bid 2 plus Additive Alternate No. 1 for Chaparral Street Phase 2 Downtown Development Master Plan project. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Form 1295 Letter of Recommendation Presentation PROJECT BUDGET ESTIMATE Chaparral Street Phase 2 Downtown Development Master Plan BOND 2014 Proposition 2 PROJECT FUNDS AVAILABLE: Street BOND 2014 Proposition 2 $ 5,000,000 Storm Water CIP 275,316 Wastewater CIP 565,868 Water CIP 596,821 Gas CIP 70,180 TOTAL FUNDS AVAILABLE $ 6,508,185 FUNDS REQUIRED: Construction Fees: Construction (Reytec) THIS ITEM $ 4,889,552 Streets 4,004,171 Utilities 885,381 Storm Water 110,645 Water 367,849 Wastewater 343,087 Gas 63,800 Contingency (10%) 488,955 Construction Inspection and Testing Fees 159,914 Construction Inspection Estimate (3%) 146,687 Construction Materials Testing (PSI) 13,227 Design & Geotechncial Fees 711,394 *Engineering Design (HDR) Original through Amendment No. 2 711,394 Geotechnical Testing 8,700 Reimbursement Fees 172,131 Contract Administration (Eng. Svcs Admin/Finance/Capital Budget) (1.5%) 73,340 Engineering Services (Project Mgt) (2%) 97,791 Misc. (Printing, Advertising, etc.) 1,000 TOTAL $ 6,430,645 ESTIMATED PROJECT BUDGET BALANCE $ 77,540 *Large A/E Contract approved by City Council on October 25, 2016 by Motion No. M2016-143 o 0 o; SHIP CHANN CORPUS CHRISTI LEOPARD 115Wri -q roil -grip TAN SCALE: N.T.S. PROJECT LOCATION CORPUS CHRISTI BAY TEXAS A&M UNIVERSITY CORPUS CHRISTI CORPUS CHRISTI NAVAL AIR STATION FLOUR BLUFF LOCATION MAP NOT TO SCALE LAGUNA MADRE Project Number: E15107 Chaparral Street Phase 2 Schatzell St to Taylor St Bond 2014 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES 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: 2017-237023 Date Filed: 07/14/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Reytec Construction Resources, 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. Project No. E15107 Chaparral St. Phase 2 from Schatzell St to Taylor St. (Bond 2014) 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Reyes, Rebecca Houston, TX United States X Reyes, Gregg T. Houston, 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 ��, LAURA G. LEAL • R pA i **"^-ir" Notary Public, State of Texas :Lati{'" My Commission Expires 26 2018 above disclosure is true and correct. August , �prrtu+ AFFIX NOTARY STAMP / SEAL ABOVE Sworrto and subscribed before me, by the said re 20 ri , to certify which, witness my hand and seal of o ice. S ature of authorized agent of contracting business entity TI es , this the 1 day of . , 6. utd N - Cir Signature of officer administering oath Printed name of officer administering oath Title of officer administining oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 July 13, 2017 274176 Mr. J. H. Edmonds, P.E. Director of Engineering Services City of Corpus Christi PO Box 9277 Corpus Christi, Texas 78469-9277 Reference: CHAPARRAL ST PHASE 2 FROM SCHATZELL ST TO TAYLOR ST (BOND 2014) PROJECT NO. E15107 Dear Mr. Edmonds: HDR Engineering has reviewed and tabulated the bids for the referenced project. There were two bidders for the project. (Reference Attachment 1, Bid Tabulation). The bidders in ascending order were Reytec Construction Resources, Inc. and CPC Interests, LLC Dba Clark Pipeline Services. All discrepancies found are shown in (Reference Attachment 1, Bid Tabulation). The total bid of Reytec Construction Resources, Inc is $34,758,204.60 with error (Reference Attachment 2) and $4,889,551.60 with correction, as compared to HDR's opinion of probable construction cost of $5,300,000 for Base Bid 2. The total bid of CPC Interests, LLC Dba Clark Pipeline Services Inc. the second bidder, is $6,262,406.67 for Base Bid 1 (Reference Attachment 3) as compared to HDR's opinion of probable construction cost of $4,900,000 for Base Bid 1. Reytec Construction Resources Inc. is a Texas company and has contracted with the City of Corpus Christi on City street projects. Their field personnel have the requisite experience and performed similar type work on previous City contracts as shown on their Statement of Experience form. HDR recommends that the contract be awarded to Reytec Construction Resources Inc. for Base Bid 2 in the amount of $4,788,204.60 and Additive Alternate No. 1 in the amount of $101,347.00 for a total amount of $4,889,551.60 provided that funds are available. If you have any questions, please contact our office (361) 696-3300. 555 N. Carancahua, Suite 1600, Corpus Christi, TX 78401-0849 hdrinc.com (361) 696-3300 Sincerely, HDR Engineering, Inc. Ricardo Pedraza, P.E. Project Engineer CC: Chris Hale, P.E. Jerry Shoemaker, P.E. Attachments: 1. Bid Tabulation 2. Contractor Submittal — Reytec Construction Resources Inc. 3. Contractor Submittal — CPC Interests, LLC Dba Clark Pipeline Services 555 N. Carancahua, Suite 1600, Corpus Christi, TX 78401-0849 hdrinc.com (361) 696-3300 Corpus Chr sti Engineering Chaparral Street Phase 2 Downtown Development Master Plan BOND 2014, Proposition 2 Council Presentation August 15, 2017 Project Location CHAPARRAL ST.I CORPUS CHRISTI BAY TEXAS AS. UNIVERSITY CORPUS CHRISTI N SCALE N.T.S. CORPUS CHRISTI NAVAL AIR STANON FLOUR BLUFF �hrsti Engineering 2 TWO-WAY TRAFFIC CONVERSION (APPLIES TO ROADWAY WITHIN PROJECT LIMITS) Project Vicinity PHASE 2 ADDITIVE ALTERNATE NO. 1 (MILL & OVERLAY) CHAPARRAL ST. r„ z SCALE: N.T.S. PHASE 2 CHAPARRAL ST. (FULL RECONSTRUCTION) PHASE 2 BASE BID (MILL & OVERLAY) �hrsti Engineering Project Scope �hrsti Engineering Chaparral Street Phase 2 includes: • Continuation of Phase 1 Chaparral Street from William Street to Schatzell Street, Downtown Street Improvements (Bond 2008) • Full reconstruction with PCC rigid pavement • New widened sidewalks, curb & gutter, and ADA ramps • Replacement of traffic signal at Taylor Street intersection • Two-way traffic conversion from Coopers Alley to Interstate Highway 37 • Displaced parking relocated on the adjacent side streets • New landscaping • Project sequencing was coordinated with Downtown Management District and business to minimize disruption Project Schedule �hrsti Engineering 2017 2018 J A Bid/ Award s O N D J F M A M J J A • Construction "I= Construction Estimate: 365 days AGENDA MEMORANDUM Future Item City Council Meeting of 8/15/17 Action Item for the City Council Meeting of 8/22/17 DATE: July 24, 2017 TO: Margie C. Rose, City Manager FROM: Gilbert Hernandez gilberth@cctexas.com (361) 826-2540 Execute Office Lease Extension Agreement for the City Detention Center CAPTION: Motion to authorize the City Manager or designee to execute an Office Lease Extension Agreement for 2 years with Wilson Plaza Associates L.P. Corpus Christi, Texas as Landlord for the operation of the City Detention Center. PURPOSE: The City of Corpus Christi City Detention Center is currently located in the Wilson Plaza building. The lease extension is to continue the use of the needed facility to house detained individuals for crimes committed within the City's jurisdiction. The term of the lease shall be for 2 years commencing December 1, 2017 and ending November 30, 2019. The rent will be $7,146.48 per month, $85,757.76 annually. BACKGROUND AND FINDINGS: The Municipal Court's current agreement with the Wilson Plaza Associates L.P. expires on November 30, 2017. The original lease agreement has been in effect since April 13, 2004 when an urgent need surfaced. Plans for a new facility or the remodeling of a City owned building have not been funded, and an agreement with the County is not foreseen in the near future. ALTERNATIVES: Purchase and/or remodel a currently owned City building. OTHER CONSIDERATIONS: Develop a contract with the Nueces County. CONFORMITY TO CITY POLICY: Contracts or agreements that exceed $50,000 require City Council authorization. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Legal, Finance, Office of Management and Budget FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable The financial impact will be $7,146.48 per month, $85,757.76 annually. Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $0.00 $85,757.76 $85,757.76 Encumbered / Expended Amount 0.00 0.00 $0.00 This item (additional revenue) 0.00 0.00 0.00 BALANCE 0.00 $85,757.76 $85,757.76 Comments: RECOMMENDATION: Staff recommends the City Council approve the proposed motion. LIST OF SUPPORTING DOCUMENTS: Office Lease Extension Agreement. STATE OF TEXAS ) COUNTY OF NUECES ) OFFICE LEASE EXTENSION AGREEMENT 1. PTIES: That on this 12th day of July, 2017, this Lease extension made between Wilson Plaza Associates L. P. Corpus Christi, Texas, as Landlord, and City of Corpus Christi Detention Center, as Tenant. Landlord leases to Tenant and Tenant leases from Landlord, upon the terms and conditions herein and those set forth in the previous Lease agreement dated 12-01-15 , unless otherwise agreed herein, the demised premises described below. A copy of the original, 04-13-04 lease agreement is available in the manager's office, address below. 2. DEMISED PREMISES: The demised premises and building in which the premises are located, are described as follows: Building Name: Wilson Plaza, North Suite No.113 A, Building street address, city, county, state: 615 Leopard, Corpus Christi, Nueces, Texas. Net rentable square footage of 5,503 as defined by BOMA standards of measurements. 3. TERMS: The term of this lease shall be for 2 (two) years commencing on December 01, 2017, and ending November 30, 2019 . 4. RENTS: Rent shall be $7,146.48 per month, payable in advance, on the first of each month at Landlord's office, if any, in the above building; otherwise, at such other address in said county as may be subsequently furnished by Landlord for such purposes, 900 Wilson Plaza West, Corpus Christi, Texas 78401-0669. Rent received after the first shall be deemed as delinquent. In the event any rent payable pursuant to this Agreement is not timely paid and remains unpaid for a period of ten (10) days after payment would otherwise be due, then a late payment charge shall be due and payable upon demand of Landlord in an amount equal to fifteen percent (15%) times the amount unpaid for each partial or full calendar month during which such rent remains unpaid. This charge shall be in addition to all other remedies provided for by the previous lease agreement. 5. SECITY DEPOSIT: Security deposit shall be the same as previous lease agreement unless otherwise stated here $ N/A . If Tenant fails to give Landlord thirty (30) days written notice prior to terminating the lease, to pay rent or other sums when due, the security deposit may at Landlord's option be applied to such unpaid amounts. 6. USE: Tenant shall use the premises for the following purpose and no other (nature of Tenant's business) City Detention and Magistration Center . 7. CERTIFICATE OF INSUR=ANCE: A current certificate of insurance shall be furnished by Tenant pursuant to the conditions set forth in the original lease agreement. 8. TENANT BROKER: In the event Tenant employs a broker to negotiate future Lease transactions, whether expansions or renewals, the fee charged by the Tenant's Broker shall be paid by the Tenant and not included in the new Lease. 9. Exhibits: Exhibit "A" Legal Description, Exhibit "B" Floor plans, Exhibit "C" Landlords improvements, and Exhibit "D" Renewal option are deemed incorporated in this agreement in their entirety, whether or not actually attached. EXECUTED this the day of , 2017. Wilson Plaza Associates, L.P. Landlord: / Focus Investment Co. L.L.C. General Partner By Herman A. Parker General Manager Approved as to legal form this By: Buck Brice Assistant City Attorney Tenant: City of Corpus Christi City Manager or designee day of , 2017. for City Attorney EXHIBIT "A" LEGAL DESCRIPTION Situated in the County of Nueces, State of Texas, to -wit: TRACT: Lot No. One (1), Two (2), Three (3), Four (4), Five (5) and Six (6) in Nixon re -plat of the 1 . is No. Five (5), Six (6), Seven (7), and Eight (8), Block Three (3), BLUFF PORTION of the City of Cc pus Christi, Nueces County, Texas, according to the map or plat thereof, recorded on Volume 4, Pa:7 18, Map Records, Nueces County, Texas. TRACT 11: Lots (2), in Block Three (3), Four (4), Nine (9), Ten (10), Eleven (11) and Twelve (12), in Block Three (3), of the BLUFF PORTION of the City of Corpus Christi, Texas, as shown by the map or plat thereof, recorded in Volume A, Page 3, Map Records, Nueces County, Texas. TRACT III: Being a part of the BLUFF PORTION of the City of Corpus Christi, Texas as shown on the map or plat of said city, recorded in Volume A. Page 3, Map Records, Nueces County, Texas and being more particularly described by Metes and bounds as follows: BEGINNING at a drill hole, in a concrete retaining wall, in the east boundary line of North Carancahua Street, the southwest corner of Block 3, BLUFF PORTION of the City of Corpus Christi, Texas and southwest corner of the R. M. Kleberg Tract, for the northwest corner of this survey; Thence South 88 degrees 31'20" East with the south boundary line of said Block 3, and north boundary line of said Kleberg Tract, and with the general course of an old board fence, 301.76 feet to a one inch iron pipe in the west boundary line of North Broadway, the Southeast corner of said Block 3, the northeast corner of said Kleberg Tract, for the Northeast corner of this survey; THENCE south 1 degree 00' West with the said West boundary of North Broadway, and east boundary line of said Kleberg Tract, 50 feet to a one inch iron pipe for the Southeast corner of this Survey; THENCE North 88 degrees 31'20" West parallel with said south boundary line of Block 3, and no" th boundary line of said Kleberg Tract, 301.84 feet to a drill hole in a concrete retaining wall in said east boundary line of North Carancahua Street, and west boundary line of said Kleberg Tract, for the southwest corner of this survey; THENCE North 1 degree 05'20" East with said east boundary line of North Carancahua Street and west boundary line of said Kleberg Tract, 50 feet to the PLACE OF BEGINNING and being the same land as described in a certain deed dated May 5, 1930, from R. M. Kleberg, and wife, Mamie S. Kleberg to D. K. Martin, Trustee, which is recorded in Volume 194 page 138-139, Deed Records, Nueces County, Texas. ETh EXHIBIT #BD FLOOR PLAN EXI[:IT "C" LANDLORDS'S 6 a'c4DROVMENTS Tenant accepts the demised premises in "As is" condition EXHIBIT "D" REMEUSAL OPTION At the end of this renewal term, November 30, 2019, Tenant shall have the right to renew this lease for a period of three (3) one (1) year periods, provided that Tenant delivers to Landlord written notice of Tenant's intent to renew at least 120 days prior to the end of the lease term. However, Tenant shall not have such right of renewal if Tenant is in default as defined elsewhere in this Lease either a the time of such notice of renewal or at the end of the Lease term. The terms of this Lease during such renewal term shall continue, including rent adjustments as defined elsewhere in this Lease. 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: 2017-240659 - Date Filed: 07/25/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Wilson-Plaza.Associates; LP 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 -descriptiofr of itreservices, goods, rottrerproyertyl tTepro ? d ander- a a contract 17-0964 Office Lease 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediay 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. ',�,SONYA VELA 'frG%/ L (- ,NotaryID 124256910 / Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP /SEAL ABOVE Sworn to and subscribed before me, by the said 'as:ylI"lic^ v el4- , this the 44S day of 20 l 7 , to certify which, witness my hand and seal of office. Signature of «icer administering oath Printed name of officer administering oath Title of officer' administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 AGENDA MEMORANDUM Future Item for the City Council Meeting of August 15, 2017 Action Item for the City Council Meeting of August 22, 2017 DATE: August 3, 2017 TO: Margie C. Rose, City Manager FROM: Tom Tagliabue, Director, Intergovernmental Relations tomtag@cctexas.com 361.826.3850 Resolution supporting the approval of bonds and a project relative to Texas A&M University -Corpus Christi CAPTION: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, AUTHORIZING THE MAYOR TO APPROVE THE ISSUANCE OF THE NEW HOPE CULTURAL EDUCATION FACILITIES FINANCE CORPORATION STUDENT HOUSING REVENUE BONDS (CHF- COLLEGIATE HOUSING ISLAND CAMPUS, L.L.C.-TEXASA&M UNIVERSITY -CORPUS CHRISTI ISLAND CAMPUS PROJECT) SERIES 2017A AND TO APPROVE THE PROJECT TO BE ACQUIRED WITH THE PROCEEDS OF SUCH BONDS. PURPOSE: In order for the interest on the bonds to be exempt from the holder's income, pursuant to Section 147(f) of the Internal Revenue Code of 1986, the Series 2017A bonds and the Project (i.e., student housing) must be approved by the City Council after the publication of Notice of Hearing and the holding of a hearing. BACKGROUND AND FINDINGS: The City has previously been asked to approve bonds and projects under Section 147(f) of the Internal Revenue Code of 1986. On May 17, 2016, the City approved two revenues bonds — one for the construction of student housing on the Texas A&M University Corpus Christi (TAMUCC) Momentum Campus (currently under construction) and the acquisition of current student housing on the Ward Island Campus (which did not occur). On May 13, 2014, the City approved bonds for the student housing on the TAMUCC Momentum Campus. In addition, in 2006, the City Council approved bonds for a non-commercial radio station operated by an educational media foundation. The resolution specifically states the bonds "... shall not constitute obligations of the City or a pledge of its faith and credit, and the City shall not be obligated to pay the Bonds or the interest thereon or otherwise incur any liability in respect thereof." A Notice of Public Hearing was published in the Corpus Christi Caller -Times on July 18, 2017. A Public Hearing relating to the notice was held on August 1, 2017. According to the minutes of the public hearing, no member of the public spoke at the meeting. ALTERNATIVES: Denial of the Resolution OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Not applicable EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal Financial Services 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): Comments: Not applicable RECOMMENDATION: Staff recommends approval of the resolution LIST OF SUPPORTING DOCUMENTS: Resolution Presentation Certification Public Notices Map of housing on TAMUCC Ward Island Campus Internal Revenue Service Section 147 CITY OF CORPUS CHRISTI, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, AUTHORIZING THE MAYOR TO APPROVE THE ISSUANCE OF (I) THE NEW HOPE CULTURAL EDUCATION FACILITIES FINANCE CORPORATION STUDENT HOUSING REVENUE BONDS (CHF — COLLEGIATE HOUSING ISLAND CAMPUS, L.L.C. — TEXAS A&M UNIVERSITY — CORPUS CHRISTI ISLAND CAMPUS PROJECT) SERIES 2017A AND TO APPROVE THE PROJECT TO BE ACQUIRED WITH THE PROCEEDS OF SUCH BONDS WHEREAS, the New Hope Cultural Education Facilities Finance Corporation (the "Issuer") was created pursuant to the Cultural Education Facilities Finance Corporation Act, Article 1528m, Vernon's Revised Civil Statutes (to be codified in the Local Government Code, Chapter 337), as amended (the "Act"), and has the power, authority and rights to issue revenue bonds for the purpose of aiding any accredited institutions of higher education, secondary schools, and primary schools, and authorized charter schools in financing or refmancing educational facilities and housing facilities and facilities that are incidental, subordinate, or related thereto or appropriate in connection therewith; and WHEREAS, CHF — Collegiate Housing Island Campus, L.L.C., a single member Alabama limited liability company (the "Borrower"), has requested that the Issuer issue, and the Issuer proposes to approve the issuance of, its Student Housing Revenue Bonds (CHF — Collegiate Housing Island Campus, L.L.C. — Texas A&M University — Corpus Christi Island Campus Project) Series 2017A (the "Bonds"), pursuant to the Act and pursuant to a Trust Indenture between the Issuer and Regions Bank, as trustee (the "Indenture"), and to loan the proceeds of the Bonds to the Borrower, pursuant to a Loan Agreement between the Issuer and the Borrower (the "Loan Agreement") for the purpose of providing funds to fmance the cost of acquisition, improvement and equipping of approximately 23 student housing buildings containing approximately 1,228 units (approximately 1,790 beds) and various related amenities and improvements to be located on the campus of Texas A&M University—Corpus Christi, to pay certain start-up and operating expenses, to fund a debt service reserve fund for the Bonds, and to pay the costs of issuing the Bonds (collectively, the "Project"); and WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), requires that the Bonds and the Project be approved by the "applicable elected representative" of the governmental unit in which the Project is located after a public hearing following reasonable public notice; and WHEREAS, the Mayor of the City of Corpus Christi, Texas (the "City") has been requested to approve, as the applicable elected representative of the City, the issuance of the Bonds and the Project in accordance with the requirements of the Code, and will be furnished with affidavits of publication of notice of such hearings which shall be published in a newspaper of general circulation available to residents within the boundaries of the City and minutes of the public hearings to be conducted in connection therewith once such hearings have been held; and Page 1 of 3 WHEREAS, the City Council desires to hereby authorize the Mayor to approve the issuance of the Bonds and the Project; and WHEREAS, the actions of the Issuer with respect to the Project and the Bonds (including the issuance of the Bonds and the execution and delivery of the Indenture and Loan Agreement) and the action of the Mayor and the City Council with respect to the matters described herein will create no liability for the City and the City Council desires to authorize the Mayor to execute the required approval in connection with the issuance of the Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1 The Mayor of the City of Corpus Christi, Texas, is hereby authorized to approve the issuance of the Bonds and the Project, for the limited purposes stated herein, and to execute and deliver such approval as requested. SECTION 2 The authorization to approve the Bonds and the Project is made for the sole purpose of satisfying the requirements of Section 147(f) of the Code, and for no other purpose and shall not be construed as a representation, warranty or other undertaking of any kind by the Mayor, the City or the City Council in respect of the Bonds or the Project. The Bonds shall not constitute obligations of the City or a pledge of its faith and credit, and the City shall not be obligated to pay the Bonds or the interest thereon or otherwise incur any liability in respect thereof. SECTION 3 The Mayor and City Secretary of the City and other officers of the City are hereby authorized to execute and deliver such instruments, certificates or documents necessary or advisable to carry out the intent and purpose of this resolution. SECTION 4 This Resolution shall take effect immediately upon its passage and shall continue in force and effect from the date hereof. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Page 2 of 3 Corpus Christi, Texas of The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey -Opel Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn Page 3 of 3 Texas A&M University -Corpus Christi Bonds Residential Housing Council Presentation Future Agenda August 15, 2017 What TAMUCC is asking City to do APPROVE THE ISSUANCE OF Student Housing Revenue Bonds And Approve The Project To Be Acquired With The Proceeds Of Such Bonds (i.e., existing housing on Ward Island Campus) NOTE: The City Council previously approved the Bonds and the Project on May 17, 2016. However, the transaction was put on hold and, due to the passage of time, new approvals are required Internal Revenue Code In order for the interest on the bonds to be exempt from the holder's income, Section 147(f) of the Internal Revenue Code of 1986, the Series 2017A bonds and the Project (i.e., student housing) must be approved by the City Council after the publication of Notice of Hearing and the holding of a hearing. Notice and Public Hearing On July 18, 2017, notice of a public hearing was published in the Corpus Christi Caller Times. The public hearing was held on August 1, 2017. No member of the public attended the public hearing and thus no objections were made to the issuance of the Bonds or the Project to be acquired. Ward Island/Main Campus Approximately 1,228 Units Bond Amount Not to Exceed $95,000,000 CERTIFICATE OF THE MAYOR OF THE CITY OF CORPUS CHRISTI, TEXAS The undersigned Mayor of the City of Corpus Christi, Texas, (the "City") hereby certifies with respect to the issuance by the New Hope Cultural Education Facilities Finance Corporation (the "Corporation") of its Student Housing Revenue Bonds (CHF — Collegiate Housing Island Campus, L.L.C. — Texas A&M University — Corpus Christi Island Campus Project) Series 2017A (the "Bonds"), that: 1. This certificate is based upon the CERTIFICATE OF PUBLIC HEARING OFFICER REGARDING PUBLIC HEARING attached hereto as Exhibit A relating to the public hearing conducted on August 1, 2017, by the duly appointed hearing officer of the Corporation in accordance with the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"); and 2. Solely for purposes of the approval requirements of the aforesaid Section 147(f) of the Code, and for no other purposes, in my capacity as Mayor, I hereby approve the Bonds and the facilities to be financed with the proceeds of the Bonds; provided, however, THAT THIS APPROVAL SHALL NOT BE CONSTRUED AS (1) A REPRESENTATION OR WARRANTY BY THE CITY, THE MAYOR OF THE CITY, THE STATE OF TEXAS OR ANY OTHER AGENCY, INSTRUMENTALITY OR POLITICAL SUBDIVISION OF THE STATE OF TEXAS THAT THE BONDS WILL BE PAID OR THAT ANY OBLIGATIONS ASSUMED BY ANY OF THE PARTIES UNDER THE INSTRUMENTS DELIVERED IN CONNECTION WITH THE BONDS WILL IN FACT BE PERFORMED; (2) A PLEDGE OF FAITH AND CREDIT OF THE CITY OR THE STATE OF TEXAS OR ANY AGENCY, INSTRUMENTALITY OR POLITICAL SUBDIVISION OF THE STATE OF TEXAS OR THE CITY; OR (3) A REPRESENTATION OR WARRANTY BY THE CITY CONCERNING THE VALIDITY OF THE CORPORATE EXISTENCE OF THE CORPORATION OR THE VALIDITY OF THE BONDS. Mayor, City of Corpus Christi Date: , 2017 EXHIBIT A CERTIFICATE OF PUBLIC HEARING OFFICER REGARDING PUBLIC HEARING Re: New Hope Cultural Education Facilities Finance Corporation Student Housing Revenue Bonds (CHF— Collegiate Housing Island Campus, L.L. C.— Texas A&M University—Corpus Christi Project) Series 2017A The undersigned, Rebecca Torres, designated Hearing Officer of New Hope Cultural Education Facilities Finance Corporation (the "Issuer"), the Issuer of the above -referenced bonds (the "Bonds"), called the Public Hearing of the Issuer held in Bayview Room 320 of the University Center, 6300 Ocean Drive, Corpus Christi, Texas 78412, on August 1, 2017 to order at 11:00 a.m. I declared that a Public Hearing required under Section 147(f) of the Internal Revenue Code of 1986 was open for purposes of discussing the Bonds and the projects to be financed, refinanced or constructed with the proceeds of the Bonds (the "Projects") by CHF — Collegiate Housing Island Campus, L.L.C., an Alabama limited liability company. I declared that the required notice of the Public Hearing for the Projects was published in the Corpus Christi Caller -Times, being a newspaper of general circulation in the City of Corpus Christi, Texas, as evidenced by an Affidavit of Publication attached hereto as Schedule I. I proceeded to hold the Public Hearing. No member of the public attended the Public Hearing and thus no comments were made or discussed about the Projects or the Bonds. After sufficient time was given for any member of the public to make their comments with respect to the Bonds and the Projects, I declared the Public Hearing closed at 11:15 a.m. DATED: August 1, 2017. Rebecca Torres, Hearing Officer New Hope Cultural Education Facilities Finance Corporation SCHEDULE I Affidavit Of Publication [attached hereto] THE STATE OF TEXAS COUNTY OF NUECES CITY OF CORPUS CHRISTI AFFIDAVIT OF PUBLICATION § BEFORE ME, a notary public in and for the above named County, on this day personally appeared the person whose name is subscribed below, who, having been duly sworn, says upon oath that he or she is a duly authorized officer or employee of the Corpus Christi Caller Times, which is a newspaper of general circulation in the City of Corpus Christi, Texas, devoting not less than 25% of its total column lineage to the carrying of items of general interest, published not less frequently than once each week, entered as second-class postal matter in the county where published, and having been published regularly and continuously for not less than 12 months prior to the making of any publication; and that a true and correct copy of the NOTICE OF PUBLIC HEARING, a clipping of which is attached to this Affidavit, was published in said Newspaper on lig ,2017. 2017. Authorized Officer or Employee SUBSCRIBED AND SWORN TO BEFORE ME on the€Q day of (SEAL) r rv' tir•.:;.. SYLVIA P PERE My Notary ID # 126819013 *,.•' Expires February 27, 2021 NOTICE OF PUBLIC HEARING CalierTimes Tuesday, July 18, 2017 9B Legg NOTICE OF PUBLIC HEARING The New Hope Cultural Edu- cation Facilities Finance Corporation (the "Issuer") will hold a public hearing at 11:00 a.m. on August 1, 2017 in Bayview Room 320 of the University Center, 6300 Ocean Drive, Corpus Christi, Texas 78412. Among items to be discussed will be a proposal for issuance by the issuer of its Student Housing Revenue Bonds (the "Bonds"), which will be issued in one or more series in an aggregate prin- cipal amount not to exceed $95,000,000. The Bonds will be issued to provide funds to finance the cost of the acquisition, renova- tion, furnishing and equip- ping of approximately 23 student housing buildings containing approximately 1,228 units and including the related facilities on the property and various relat- ed amenities and improve- ments and other education- al facilities, to fund interest on the Bonds, to fund cer- tain start-up costs, to fund a debt service reserve fund for the Bonds, and to pay the costs of issuing the Bonds (collectively, the "Project"). The Project will be owned by CHF - Collegiate Hous- ing Island Campus, L.L.C., an Alabama limited liability company, the sole member of which is Collegiate Hous- ing Foundation, an organi- zation described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code"), and managed by American Campus Commu- nities, Inc. or a controlled affiliate of American Cam- pus Communities, Inc. The Project is located on the island campus of Texas A&M University -Corpus Christi at or adjacent to 6515 ocean Drive, Corpus Chris- ti, Texas 78412. Members of the public may attend or submit written comments prior to the hearing regard- ing the Project or the Bonds to the Issuer c/o Joseph E. Eckert, McCall, Parkhurst & Horton L.L.P., 717 North Harwood, Suite 900, Dallas, Texas 75201. This notice is published and the hearing is to be held to satisfy the requirements of Section 147(f) of the Code. You created this PDF from an application that is not licensed to print to novaPDF printer (http://www.novapdf.com) IRC Sec. 147 Current through PL 114-143, approved 4/11/16 IRC > INTERNAL REVENUE CODE > SUBTITLE A. INCOME TAXES > CHAPTER 1. NORMAL TAXES AND SURTAXES > SUBCHAPTER B. COMPUTATION OF TAXABLE INCOME > PART IV. TAX EXEMPTION REQUIREMENTS FOR STATE AND LOCAL BONDS > SUBPART A. PRIVATE ACTIVITY BONDS § 147. Other requirements applicable to certain private activity bonds. (a) Substantial user requirement. (1)In general. Except as provided in subsection (h), a private activity bond shall not be a qualified bond for any period during which it is held by a person who is a substantial user of the facilities or by a related person of such a substantial user. (2)Related person. For purposes of paragraph (1), the following shall be treated as related persons -- (A)2 or more persons if the relationship between such persons would result in a disallowance of losses under section 267 or 707(b) [/RC Sec. 267 or 707(b)], (B)2 or more persons which are members of the same controlled group of corporations (as defined in section 1563(a) [IRC Sec. 1563(a)], except that "more than 50 percent" shall be substituted for "at least 80 percent" each place it appears therein), (C)a partnership and each of its partners (and their spouses and minor children), and (D)an S corporation and each of its shareholders (and their spouses and minor children). (b) Maturity may not exceed 120 percent of economic life. (1)General rule. Except as provided in subsection (h), a private activity bond shall not be a qualified bond if it is issued as part of an issue and-- (A)the average maturity of the bonds issued as part of such issue, exceeds (B)120 percent of the average reasonably expected economic life of the facilities being financed with the net proceeds of such issue. (2)Determination of averages. For purposes of paragraph (1)-- (A)the average maturity of any issue shall be determined by taking into account the respective issue prices of the bonds issued as part of such issue, and (B)the average reasonably expected economic life of the facilities being financed with any issue shall be determined by taking into account the respective cost of such facilities. (3)Special rules. (A)Determination of economic life. For purposes of this subsection, the reasonably expected economic life of any facility shall be determined as of the later of-- (i)the date on which the bonds are issued, or (ii)the date on which the facility is placed in service (or expected to be placed in service). (B)Treatment of land. (i)Land not taken into account. Except as provided in clause (ii), land shall not be taken into account under paragraph (1)(B). Page 2 of 7 IRC Sec. 147 (ii)Issues where 25 percent or more of proceeds used to finance land. If 25 percent or more of the net proceeds of any issue is to be used to finance land, such land shall be taken into account under paragraph (1)(B) and shall be treated as having an economic life of 30 years. (4)Special rule for pooled financing of 501(c)(3) organization. (A)In general. At the election of the issuer, a qualified 501(c)(3) bond shall be treated as meeting the requirements of paragraph (1) if such bond meets the requirements of subparagraph (B). (B)Requirements. A qualified 501(c)(3) bond meets the requirements of this subparagraph if -- (i)95 percent or more of the net proceeds of the issue of which such bond is a part are to be used to make or finance loans to 2 or more 501(c)(3) organizations or governmental units for acquisition of property to be used by such organizations, (ii)each loan described in clause (i) satisfies the requirements of paragraph (1) (determined by treating each loan as a separate issue), (iii)before such bond is issued, a demand survey was conducted which shows a demand for financing greater than an amount equal to 120 percent of the lendable proceeds of such issue, and (iv)95 percent or more of the net proceeds of such issue are to be loaned to 501(c)(3) organizations or governmental units within 1 year of issuance and, to the extent there are any unspent proceeds after such 1 -year period, bonds issued as part of such issue are to be redeemed as soon as possible thereafter (and in no event later than 18 months after issuance).A bond shall not meet the requirements of this subparagraph if the maturity date of any bond issued as part of such issue is more than 30 years after the date on which the bond was issued (or, in the case of a refunding or series of refundings, the date on which the original bond was issued). (5)Special rule for certain FHA insured loans. Paragraph (1) shall not apply to any bond issued as part of an issue 95 percent or more of the net proceeds of which are to be used to finance mortgage loans insured under FHA242 or under a similar Federal Housing Administration program (as in effect on the date of the enactment of the Tax Reform Act of 1986 [enacted Oct. 22, 1986]) where the loan term approved by such Administration plus the maximum maturity of debentures which could be issued by such Administration in satisfaction of its obligations exceeds the term permitted under paragraph (1). (c) Limitation on use for land acquisition. (1)In general. Except as provided in subsection (h), a private activity bond shall not be a qualified bond if-- (A)it is issued as part of an issue and 25 percent or more of the net proceeds of such issue are to be used (directly or indirectly) for the acquisition of land (or an interest therein), or (B)any portion of the proceeds of such issue is to be used (directly or indirectly) for the acquisition of land (or an interest therein) to be used for farming purposes. (2)Exception for first-time farmers. (A)In general [Caution: For calendar years beginning in 2016, see § 3.21 of Rev. Proc. 2015-53 (26 USCS § 1 note) for provision that the loan limit amount under this subparagraph for first time farmers is $ 520,000.]. If the requirements of subparagraph (B) are met with respect to any land, paragraph (1) shall not apply to such land, and subsection (d) shall not apply to property to be used thereon for farming purposes, but only to the extent of expenditures (financed with the proceeds of the issue) not in excess of $ 450,000. (B)Acquisition by first-time farmers. The requirements of this subparagraph are met with respect to any land if-- Page 3 of 7 IRC Sec. 147 (i)such land is to be used for farming purposes, and (ii)such land is to be acquired by an individual who is a first-time farmer, who will be the principal user of such land, and who will materially and substantially participate on the farm of which such land is a part in the operation of such farm. (C)First-time farmer. For purposes of this paragraph-- (i)In general. The term "first-time farmer" means any individual if such individual-- (I)has not at any time had any direct or indirect ownership interest in substantial farmland in the operation of which such individual materially participated, and (II)has not received financing under this paragraph in an amount which, when added to the financing to be provided under this paragraph, exceeds the amount in effect under subparagraph (A). (ii)Aggregation rules. Any ownership or material participation, or financing received, by an individual's spouse or minor child shall be treated as ownership and material participation, or financing received, by the individual. (iii)Insolvent farmer. For purposes of clause (i), farmland which was previously owned by the individual and was disposed of while such individual was insolvent shall be disregarded if section 108 [IRC Sec. 108] applied to indebtedness with respect to such farmland. (D)Farm. For purposes of this paragraph, the term "farm" has the meaning given such term by section 6420(c)(2) [IRC Sec. 6420(c)(2)]. (E)Substantial farmland. For purposes of this paragraph, the term "substantial farmland" means any parcel of land unless such parcel is smaller than 30 percent of the median size of a farm in the county in which such parcel is located. (F)Used equipment limitation. For purposes of this paragraph, in no event may the amount of financing provided by reason of this paragraph to a first-time farmer for personal property-- (i)of a character subject to the allowance for depreciation, (ii)the original use of which does not begin with such farmer, and (iii)which is to be used for farming purposes,exceed $ 62,500. A rule similar to the rule of subparagraph (C)(ii) shall apply for purposes of the preceding sentence. (G)Acquisition from related person. For purposes of this paragraph and section 144(a) [IRC Sec. ], the acquisition by a first-time farmer of land or personal property from a related person (within the meaning of section 144(a)(3) [IRC Sec. 144(a)(3)]) shall not be treated as an acquisition from a related person, if-- (i)the acquisition price is for the fair market value of such land or property, and (ii)subsequent to such acquisition, the related person does not have a financial interest in the farming operation with respect to which the bond proceeds are to be used. (H)Adjustments for inflation. In the case of any calendar year after 2008, the dollar amount in subparagraph (A) shall be increased by an amount equal to-- (i)such dollar amount, multiplied by (ii)the cost -of -living adjustment determined under section 1(f)(3) [/RC Sec. 1(f)(3)] for the calendar year, determined by substituting "calendar year 2007" for "calendar year 1992" in subparagraph (B) thereof.lf any amount as increased under the preceding sentence is not a multiple of $ 100, such amount shall be rounded to the nearest multiple of $ 100. Page 4 of 7 IRC Sec. 147 (3)Exception for certain land acquired for environmental purposes, etc. Any land acquired by a governmental unit (or issuing authority) in connection with an airport, mass commuting facility, high-speed intercity rail facility, dock, or wharf shall not be taken into account under paragraph (1) if-- (A)such land is acquired for noise abatement or wetland preservation, or for future use as an airport, mass commuting facility, high-speed intercity rail facility, dock, or wharf, and (B)there is not other significant use of such land. (d) Acquisition of existing property not permitted. (1)In general. Except as provided in subsection (h), a private activity bond shall not be a qualified bond if issued as part of an issue and any portion of the net proceeds of such issue is to be used for the acquisition of any property (or an interest therein) unless the 1st use of such property is pursuant to such acquisition. (2)Exception for certain rehabilitations. Paragraph (1) shall not apply with respect to any building (and the equipment therefor) if-- (A)the rehabilitation expenditures with respect to such building, equal or exceed (B)15 percent of the portion of the cost of acquiring such building (and equipment) financed with the net proceeds of the issue.A rule similar to the rule of the preceding sentence shall apply in the case of structures other than a building except that subparagraph (B) shall be applied by substituting "100 percent" for "15 percent". (3)Rehabilitation expenditures. For purposes of this subsection-- (A)In general. Except as provided in this paragraph, the term "rehabilitation expenditures" means any amount properly chargeable to capital account which is incurred by the person acquiring the building for property (or additions or improvements to property) in connection with the rehabilitation of a building. In the case of an integrated operation contained in a building before its acquisition, such term includes rehabilitating existing equipment in such building or replacing it with equipment having substantially the same function. For purposes of this subparagraph, any amount incurred by a successor to the person acquiring the building or by the seller under a sales contract with such person shall be treated as incurred by such person. (B)Certain expenditures not included. The term "rehabilitation expenditures" does not include any expenditure described in section 47(c)(2)(B) [IRC Sec. 47(c)(2)(8)]. (C)Period during which expenditures must be incurred. The term "rehabilitation expenditures" shall not include any amount which is incurred after the date 2 years after the later of-- (i)the date on which the building was acquired, or (ii)the date on which the bond was issued. (4)Special rule for certain projects. In the case of a project involving 2 or more buildings, this subsection shall be applied on a project basis. (e) No portion of bonds may be issued for skyboxes, airplanes, gambling establishments, etc. A private activity bond shall not be a qualified bond if issued as part of an issue and any portion of the proceeds of such issue is to be used to provide any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. The preceding sentence shall not apply to any fixed -wing aircraft equipped for, and exclusively dedicated to providing, acute care emergency medical services (within the meaning of section 4261(g)(2) [IRC Sec. 4261(g)(2)]). (f) Public approval required for private activity bonds. (1)In general. A private activity bond shall not be a qualified bond unless such bond satisfies the requirements of paragraph (2). Page 5 of 7 IRC Sec. 147 (2)Public approval requirement. (A)In general. A bond shall satisfy the requirements of this paragraph if such bond is issued as a part of an issue which has been approved by-- (i)the governmental unit-- (I)which issued such bond, or (II)on behalf of which such bond was issued, and (ii)each governmental unit having jurisdiction over the area in which any facility, with respect to which financing is to be provided from the net proceeds of such issue, is located (except that if more than 1 governmental unit within a State has jurisdiction over the entire area within such State in which such facility is located, only 1 such unit need approve such issue). (B)Approval by a governmental unit. For purposes of subparagraph (A), an issue shall be treated as having been approved by any governmental unit if such issue is approved-- (i)by the applicable elected representative of such governmental unit after a public hearing following reasonable public notice, or (ii)by voter referendum of such governmental unit. (C)Special rules for approval of facility. If there has been public approval under subparagraph (A) of the plan for financing a facility, such approval shall constitute approval under subparagraph (A) for any issue-- (i)which is issued pursuant to such plan within 3 years after the date of the 1st issue pursuant to the approval, and (ii)all or substantially all of the proceeds of which are to be used to finance such facility or to refund previous financing under such plan. (D)Refunding bonds. No approval under subparagraph (A) shall be necessary with respect to any bond which is issued to refund (other than to advance refund) a bond approved under subparagraph (A) (or treated as approved under subparagraph (C)) unless the average maturity date of the issue of which the refunding bond is a part is later than the average maturity date of the bonds to be refunded by such issue. For purposes of the preceding sentence, average maturity shall be determined in accordance with subsection (b)(2)(A). (E)Applicable elected representative. For purposes of this paragraph-- (i)In general. The term "applicable elected representative" means with respect to any governmental unit-- (I)an elected legislative body of such unit, or (II)the chief elected executive officer, the chief elected State legal officer of the executive branch, or any other elected official of such unit designated for purposes of this paragraph by such chief elected executive officer or by State law.lf the office of any elected official described in subclause (II) is vacated and an individual is appointed by the chief elected executive officer of the governmental unit and confirmed by the elected legislative body of such unit (if any) to serve the remaining term of the elected official, the individual so appointed shall be treated as the elected official for such remaining term. (ii)No applicable elected representative. If (but for this clause) a governmental unit has no applicable elected representative, the applicable elected representative for purposes of clause (i) shall be the applicable elected representative of the governmental unit- (I)which is the next higher governmental unit with such a representative, and Page 6 of 7 IRC Sec. 147 (II)from which the authority of the governmental unit with no such representative is derived. (3)Special rule for approval of airports or high-speed intercity rail facilities. If-- (A)the proceeds of an issue are to be used to finance a facility or facilities located at an airport or high-speed intercity rail facilities, and (B)the governmental unit issuing such bonds is the owner or operator of such airport or high-speed intercity rail facilities,such governmental unit shall be deemed to be the only governmental unit having jurisdiction over such airport high-speed intercity rail facilities for purposes of this subsection. (4)Special rules for scholarship funding bond issues and volunteer fire department bond issues. (A)Scholarship funding bonds. In the case of a qualified scholarship funding bond, any governmental unit which made a request described in section 150(d)(2)(B) [IRC Sec. 150(d)(2)(8)] with respect to the issuer of such bond shall be treated for purposes of paragraph (2) of this subsection as the governmental unit on behalf of which such bond was issued. Where more than one governmental unit within a State has made a request described in section 150(d)(2)(B) [ Sec. 150(d)(2)(8)], the State may also be treated for purposes of paragraph (2) of this subsection as the governmental unit on behalf of which such bond was issued. (B)Volunteer fire department bonds. In the case of a bond of a volunteer fire department which meets the requirements of section 150(e) [IRC Sec. 150(e)], the political subdivision described in section 150(e)(2)(B) [IRC Sec. 150(e)(2)(8)] with respect to such department shall be treated for purposes of paragraph (2) of this subsection as the governmental unit on behalf of which such bond was issued. (g) Restriction on issuance costs financed by issue. (1)In general. A private activity bond shall not be a qualified bond if the issuance costs financed by the issue (of which such bond is a part) exceed 2 percent of the proceeds of the issue. (2)Special rule for small mortgage revenue bond issues. In the case of an issue of qualified mortgage bonds or qualified veterans' mortgage bonds, paragraph (1) shall be applied by substituting "3.5 percent" for "2 percent" if the proceeds of the issue do not exceed $ 20,000,000. (h) Certain rules not to apply to certain bonds. (1)Mortgage revenue bonds and qualified student loan bonds. Subsections (a), (b), (c), and (d) shall not apply to any qualified mortgage bond, qualified veterans' mortgage bond, or qualified student loan bond. (2)Qualified 501(c)(3) bonds. Subsections (a), (c), and (d) shall not apply to any qualified 501(c)(3) bond and subsection (e) shall be applied as if it did not contain "health club facility" with respect to such a bond. (3)Exempt facility bonds for qualified public-private schools. Subsection (c) shall not apply to any exempt facility bond issued as part of an issue described in section 142(a)(13) [IRC Sec. 142(a)(13)] (relating to qualified public educational facilities). History (Added Oct. 22, 1986,P.L. 99-514, Title XIII, § 1301(b), 100 Stat. 2635; Nov. 10, 1988,P.L. 100-647, Title I, § 1013(a)(11) -(13)(B), (29), (36), Title VI, § 6180(b)(4), (5), 102 Stat. 3539, 3543, 3544, 3728; Dec. 19, 1989, PL. 101-239, Title VII, § 7816(s)(3), 103 Stat. 2423; Nov. 5, 1990, P.L. 101-508, Title XI, § 11813(b)(8), 104 Stat. 1388-552; Aug. 20, 1996, P.L. 104-188, Title I, § 1117(a), (b), 110 Stat. 1764; June 7, 2001, P.L. 107-16, Title Page 7of7 IRC Sec. 147 IV, § 422(d), (e), 115 Stat. 66; May 22, 2008, P.L. 110-234, Title XV, Subtitle C, Part III, § 15341(a) -(d), 122 Stat. 1517; June 18, 2008, P.L. 110-246, § 4(a), Title XV, Subtitle C, Part III, § 15341(a) -(d), 122 Stat. 1664, 2279; Feb. 14, 2012, P.L. 112-95, Title XI, § 1105(a), .) INTERNAL REVENUE CODE Copyright © 2016 Matthew Bender & Company, Inc. a member of the LexisNexis Group TM All rights reserved. AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of August 15, 2017 Second Reading Ordinance for the City Council Meeting of August 22, 2017 DATE: TO: July 26, 2017 Margie C. Rose, City Manager FROM: Mike Markle, Chief of Police mikema@cctexas.com 886-2603 Amending Ordinance to establish guidelines for license applicants with criminal convictions CAPTION: Ordinance amending Chapter 1 of the Corpus Christi Code of Ordinances by adding Section 1-14 to establish Guidelines for License Applicants with Criminal Convictions; and providing an effective date, for severance, and for publication PURPOSE: These guidelines apply to any license, permit, certificate, registration, or other authorization (license) granted by the City that may be denied for prior criminal convictions. The vast majority of criminal convictions reviewed by the City will fit within the categories of crimes detailed in the ordinance. However, these guidelines are not intended to be an exclusive listing, i.e. they do not prohibit the City from considering crimes not listed. After due consideration of the circumstances of the criminal act and the general factors listed above, the City may find that a conviction not described in the ordinance renders a person unfit to hold a license. In addition to the specific crimes listed, multiple violations of any criminal statute should always be reviewed, for any license type. Multiple violations may reflect a pattern of behavior that renders the applicant unfit for the license. BACKGROUND AND FINDINGS: The Police Department met with representatives of the vehicles for hire companies that we permit which include Taxi companies, limousine companies, sightseeing companies, and wreckers. The meeting was held on July 10, 2017 at 1:00 pm with 18 representatives from the 35 companies. Each individual received a draft copy of the new ordinance and was briefed on the contents. They were advised if they had any questions or concerns with the new ordinance to email them by Friday 7/14/17. No emails were received. No concerns were expressed over the categories of crimes listed that could exclude a driver from receiving a permit. Green N Go cab did express concern about the time frame for some offenses such as drug offenses. It was pointed out to them that under section (3) it provides that offenses not related to the licensed occupation could only be considered if it was less than (5) years. Lauren Rabe with Environmental Health, met with other local vendors on April 26, 2017 and they were advised of the background regulation changes, which would eliminate some of the ambiguity such as moral turpitude. She advised there was no opposition and they all seemed pleased with the clarity. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 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: RECOMMENDATION: Staff recommends adopting the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance amending Chapter 1 of the Corpus Christi Code of Ordinances by adding Section 1-14 to establish Guidelines for License Applicants with Criminal Convictions; and providing an effective date, for severance, and for publication Whereas, Texas Occupational Code §53.025 requires a licensing authority to issue guidelines relating to the practice of the licensing authority. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Chapter 1 of the Corpus Christ Code of Ordinances is revised to add Section 1-14 to read as follows: Sec 1-14. - Guidelines for License Applicants with Criminal Convictions (a) Applicability These guidelines apply to any license, permit, certificate, registration, or other authorization (license) granted by the City that may be denied for prior criminal convictions. The vast majority of criminal convictions reviewed by the City will fit within the categories of crimes described below. However, these guidelines are not intended to be an exclusive listing, i.e. they do not prohibit the City from considering crimes not listed herein. After due consideration of the circumstances of the criminal act and the general factors listed above, the City may find that a conviction not described herein renders a person unfit to hold a license. In addition to the specific crimes listed below, multiple violations of any criminal statute should always be reviewed, for any license type. Multiple violations may reflect a pattern of behavior that renders the applicant unfit for the license. (b)General Criminal Convictions (1) A license may be denied to any person ever convicted for any of the following offenses: (A) Tex. Penal Code §15.03, (Criminal Solicitation) if the offense is punishable as a felony of the first degree; (B) Tex. Penal Code §19.02, Penal Code (Murder); (C) Tex. Penal Code §19.03, Penal Code (Capital Murder); (D) Tex. Penal Code § 20.04, Penal Code (Aggravated Kidnapping); (E) Tex. Penal Code § 20A.02, Penal Code (Trafficking of Persons); (F) Tex. Penal Code § 21.11(a)(1), Penal Code (Indecency with a Child); 1 (G) Tex. Penal Code § 22.011, Penal Code (Sexual Assault); (H) Tex. Penal Code § 22.021, Penal Code (Aggravated Sexual Assault); (I) Tex. Penal Code § 22.04(a)(1), Penal Code (Injury to a Child, Elderly Individual, or Disabled Individual), if: (1) the offense is punishable as a felony of the first degree; and (2) the victim of the offense is a child; (J) Tex. Penal Code § 29.03, Penal Code (Aggravated Robbery); (K) Tex. Penal Code § 30.02, Penal Code (Burglary), if: (1) the offense is punishable under Subsection (d) of that section; and (2) the actor committed the offense with the intent to commit a felony under Tex. Penal Code § 21.02, 21.11, 22.011, 22.021, or 25.02, Penal Code; (L) Tex. Penal Code § 43.05, Penal Code (Compelling Prostitution); (M) Tex. Penal Code § 43.25, Penal Code (Sexual Performance by a Child); (N) Chapter 481, Health and Safety Code, for which punishment is increased under: (1) Section 481.140 of that code (Use of Child in Commission of Offense); or (2) Section 481.134(c), (d), (e), or (f) of that code (Drug-free Zones) if it is shown that the defendant has been previously convicted of an offense for which punishment was increased under any of those subsections. (0) Tex. Penal Code § 21.02, Penal Code (Continuous sexual abuse of young child or children); or (P) an offense under the laws of another state, federal law, the laws of a foreign country, or the Uniform Code of Military Justice if the offense contains elements that are substantially similar to the elements of an offense listed above. (2). Upon a determination that the person may pose a continued threat to public safety or employment of the person in the licensed occupation would create a situation in which the person has an opportunity to repeat the prohibited conduct, a person will be considered to have been convicted of an offense for purposes of this section regardless 2 of whether the proceedings were dismissed and the person was discharged pursuant to deferred adjudication for the following offenses: (A) Tex. Penal Code § 21.02 (Continuous sexual abuse of young child or children) (B) Tex. Penal Code § 21.11 (a)(1) (Indecency with a Child); (C) Tex. Penal Code § 22.011 (Sexual Assault); (D) Tex. Penal Code § 22.021 (Aggravated Sexual Assault); (E) Tex. Penal Code § 25.02 (Prohibited sexual conduct), (F) Tex. Penal Code § 43.05, Penal Code (Compelling Prostitution); (G) Tex. Penal Code § 43.25, Penal Code (Sexual Performance by a Child); (H) Tex. Penal Code § 43.26 (Possession or promotion of child pornography); (I) Tex. Penal Code § 43.02 (Prostitution), if the offense is punishable under Subsection (c)(3) of that section; (J) Tex. Penal Code § 20.04(a)(4) (Aggravated kidnapping), Penal Code, if the actor committed the offense or engaged in the conduct with intent to violate or abuse the victim sexually; (K) Tex. Penal Code § 30.02 (Burglary), Penal Code, if the offense or conduct is punishable under Subsection (d) of that section and the actor committed the offense or engaged in the conduct with intent to commit a felony listed in Paragraph (A) or (C); (L) Tex. Penal Code § 20.02 (Unlawful restraint), 20.03 (Kidnapping), or 20.04 (Aggravated kidnapping), if, as applicable: (i) the judgment in the case contains an affirmative finding under Tex. Code of Criminal Procedure, Article 42.015; or (ii) the order in the hearing or the papers in the case contain an affirmative finding that the victim or intended victim was younger than 17 years of age; (M) the second violation of Tex. Penal Code § 21.08 (Indecent exposure); (N) a violation of Tex. Penal Code § 33.021 (Online solicitation of a minor); 3 (0) a violation of Tex. Penal Code § 20A.02(a)(3), (4), (7), or (8) (Trafficking of persons); (P) a violation of the laws of another state, federal law, the laws of a foreign country, or the Uniform Code of Military Justice for or based on the violation of an offense containing elements that are substantially similar to the elements of an offense listed under Paragraph (A), (B), (C), (D), (E), (G), (J),(H), (I), (J), (K), (L), (N),or (0);or (Q) the second violation of the laws of another state, federal law, the laws of a foreign country, or the Uniform Code of Military Justice for or based on the violation of an offense containing elements that are substantially similar to the elements of the offense of indecent exposure. (3) A license may be denied to any person ever convicted for an offense that does not directly relate to the duties and responsibilities of the licensed occupation and that was committed less than five years before the date the person applies for the license. (c) Job Specific Criminal Convictions. These guidelines apply to the specific licenses granted by the City listed below. These guidelines reflect the most common or well-known categories of crimes and/or and their relation to specific license types. (1) AUTO WRECKER PERMIT, TAXICAB DRIVER, VEHICLE FOR HIRE DRIVER, TAXICAB CERTIFICATE, LIMOUSINE OR SIGHTSEEING SERVICE PERMIT, AMBULANCE SERVICE, AND MOBILE FOOD VENDOR (A) Crimes involving fraud or deceptive business practices Reasons: (1) Licensees have the means and the opportunity to practice deceit, fraud and misrepresentation related to services. (B) Crimes involving prohibited sexual conduct or involving children as victims Reasons:(1) Licensees have direct contact with members of the general public often in settings with no one else present. (2) A person with a predisposition for crimes involving prohibited sexual conduct or involving children as victims would have the opportunity to engage in further similar conduct. (C) Crimes against the person such as homicide, kidnapping and assault Reasons: (1) Licensees have direct contact with members of the general public often in settings with no one else present. These situations have potential for unobserved or confrontational behavior. (2) A person with a predisposition for a violent response would pose a risk to the public. 4 (D) Crimes involving the receipt, sale or other distribution of illegal goods or substances, including stolen property, illegal weapons, drugs, drug paraphernalia, and the like Reasons: (1) Licensees' mobility allows them the opportunity to receive, sell or otherwise distribute illegal goods or substances. (2) A person with a predisposition and experience in committing such crimes would have the opportunity to engage in further similar conduct. (E) Crimes against property such as theft or burglary Reasons: (1) Licensees have access to customer's contents. (2) A person with the predisposition and experience in committing crimes against property would have the opportunity to engage in further similar conduct. (F) Crimes involving racketeering, organized crime, or criminal influence Reasons: (1) Persons with the predisposition and experience in committing crimes depriving others of money or property through a criminal enterprise would have the opportunity to engage in further similar conduct. (G)Crimes involving intoxication and operating a motor vehicle, including driving while intoxicated, intoxication assault, and intoxication manslaughter Reasons: (1) Persons who show a history of operating a motor vehicle while not having the normal use of their mental or physical faculties due to alcohol or drugs, especially when others are killed are injured as a result, would have the opportunity to engage in further behavior when operating a motor vehicle. (2) SEXUALLY ORIENTED BUSINESSES (A) Crimes involving prohibited sexual conduct or involving children as victims Reasons:(1) Licensees have the means and the opportunity to engage in prohibited sexual conduct. (2) A person with a predisposition for crimes involving prohibited sexual conduct or involving children as victims would have the opportunity to engage in further similar conduct. (B) Crimes involving prostitution Reasons: (1) Licensees have the means and the opportunity to engage in prostitution. (2) A person with a predisposition for crimes involving prohibited sexual conduct or involving children as victims would have the opportunity to engage in further similar conduct. (C) Crimes involving obscenity, sale, distribution, or display of harmful material to a minor, or possession or promotion of child pornography Reasons: (1) A person with a predisposition and experience in committing such crimes would have the opportunity to engage in further similar conduct. 5 (D) Crimes involving the receipt, sale or other distribution of illegal goods or substances, including stolen property, illegal weapons, drugs, drug paraphernalia, and the like Reasons: (1) Licensees have the means and the opportunity to receive, sell or otherwise distribute illegal goods or substances. (2) A person with a predisposition and experience in committing such crimes would have the opportunity to engage in further similar conduct. (E) Crimes involving racketeering, organized crime, or criminal influence Reasons: (1) Persons with the predisposition and experience in committing crimes depriving others of money or property through a criminal enterprise would have the opportunity to engage in further similar conduct. (F) Crimes involving lewd, immoral, indecent conduct Reasons: (1) Licensee allowing a willful and wanton disregard for these guidelines could establish a pattern of conduct for employees and patrons to continue upon leaving the establishment. (2) Licensee has the means and opportunity to engage in behavior that is offensive to public decency. (3) Licensee has a responsibility to comply with state and municipal health and sanitary law or ordnances. (3) PEDDLERS, VENDERS, ITINERANT MERCHANTS, COMMERCIAL SOLICITORS AND DANCE HALL PERMITS (A) Crimes involving fraud or deceptive business practices Reasons: (1) Licensees have the means and the opportunity to practice deceit, fraud and misrepresentation related to services. (B) Crimes involving prohibited sexual conduct or involving children as victims Reasons:(1) Licensees have direct contact with members of the general public often in settings with no one else present. (2) A person with a predisposition for crimes involving prohibited sexual conduct or involving children as victims would have the opportunity to engage in further similar conduct. (C) Crimes against the person such as homicide, kidnapping and assault Reasons: (1) Licensees have direct contact with members of the general public often in settings with no one else present. These situations have potential for unobserved or confrontational behavior. (2) A person with a predisposition for a violent response would pose a risk to the public. (D) Crimes involving the receipt, sale or other distribution of illegal goods or substances, including stolen property, illegal weapons, drugs, drug paraphernalia, and the like 6 Reasons: (1) Licensees' mobility allows them the opportunity to receive, sell or otherwise distribute illegal goods or substances. (2) A person with a predisposition and experience in committing such crimes would have the opportunity to engage in further similar conduct. (E) Crimes against property such as theft or burglary Reasons: (1) Peddlers can obtain specific information regarding residences' access and presences. (2) A person with the predisposition and experience in committing crimes against property would have the opportunity to engage in further similar conduct. (F) Crimes involving racketeering, organized crime, or criminal influence Reasons: (1) Persons with the predisposition and experience in committing crimes depriving others of money or property through a criminal enterprise would have the opportunity to engage in further similar conduct. (d)Factors for Consideration (1) In determining whether a criminal conviction should be grounds to deny a license the following factors are considered in all cases: (A) the nature and seriousness of the crime; (B) the relationship of the crime to the purposes for requiring a license to engage in the occupation; (C) the extent to which a license might offer an opportunity to engage in further criminal activity of the same type as that in which the person previously had been involved; and (D) the relationship of the crime to the ability, capacity, or fitness required to perform the duties and discharge the responsibilities of the licensed occupation. (2) In determining the fitness to perform the duties and discharge the responsibilities of the licensed occupation of a person who has been convicted of a crime, the agency will also consider the following: (A) the extent and nature of the person's past criminal activity; (B) the age of the person when the crime was committed; (C) the amount of time that has elapsed since the person's last criminal activity; (D) the conduct and work activity of the person before and after the criminal activity; (E) evidence of the person's rehabilitation or rehabilitative effort while incarcerated or after release; (F) other evidence of the person's fitness, including letters of recommendation from:(1) prosecutors and law enforcement and correctional officers who prosecuted, arrested, or had custodial responsibility for the person; (2) the sheriff or chief of police in the community where the person resides; and (3) any other person in contact with the convicted person; and (G) proof that the applicant has: (1) maintained a record of steady employment; (2) supported the applicant's dependents; (3) maintained a record of good conduct; and (4) paid all outstanding court costs, supervision fees, fines, and restitution ordered in any criminal case in which the applicant has been convicted. (e) Notice Any person whose licenses is denied, suspended or revoked for a prior conviction of a crime will be provided written notice of: (1) the reason for the suspension, revocation, denial, or disqualification; (2) the review procedure provided by Tex. Occ. Code § 53.052; and (3) the earliest date the person may appeal the action of the licensing authority. SECTION 2. This ordinance takes effect after official publication. SECTION 3. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 4. Publication shall be made one time in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. 8 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: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor 9 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of August 15, 2017 Second Reading Ordinance for the City Council Meeting of August 22, 2017 DATE: July 28, 2017 TO: Margie C. Rose, City Manager FROM: Alyssa Barrera, Business Liaison (361) 826-3356 Approval of Third Amendment to the TIRZ #3 Project & Financing Plan CAPTION: Ordinance approving the amendment to the Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan approved by the Board of Directors of Reinvestment Zone Number Three, Corpus Christi, Texas on July 25, 2017. PURPOSE: The purpose of this item is to update the Amended Project & Financing Plan for Tax Increment Reinvestment Zone #3. BACKGROUND AND FINDINGS: In 2008, the City of Corpus Christi created Tax Increment Reinvestment Zone #3 in the City's Downtown, adopting a draft Project & Financing Plan (Project Plan). The Project Plan is required by the State, must include all activities of a Tax Increment Reinvestment Zone and must be adopted by the municipality by ordinance. In 2015, the TIRZ #3 Board and City Council approved an Amended Project Plan, which created programs and initiatives to facilitate the type of development needed in the downtown. In 2016, the TIRZ #3 Board and City Council approved a Second Amendment, which expanded programming and services from the Downtown Management District; refined Incentive Programs; and enabled funds to be expended for public, cultural and/or historic properties within the Zone, updated Del Mar College's Participation, and updated the Project Plan Budget for FY 2017. On July 25, 2017 the TIRZ #3 Board approved a Third Amendment to the Project Plan, including: • Rename the Site Assembly & Development category to Site Management & Development; • Discuss a Pilot Vacant Building Program in the Reinvestment Zone; • Expand both Parking Management and Traffic Pattern and Streetscapes to authorize funding for implementation; • Expand other Programs and Initiatives to include Cultural District Plan, upon Board's approval of the DMD's FY 2018 Scope of Services. This Third Amendment now comes to City Council for adoption by ordinance. ALTERNATIVES: City Council may choose not to adopt the Third Amendment to the Project Plan. OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms with the Tax Code and City Charter. EMERGENCY / NON -EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: Finance, Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2017-2018 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Beginning Fund Balance $3,388,432 $3,388,432 Proposed Revenue $1,300,973 $1,300,973 Proposed Expenditures $2,220,000 $2,220,000 DIFFERENCE $2,469,405 $2,469,405 RECOMMENDATION: Staff recommends approving the Project and Financing Plan. LIST OF SUPPORTING DOCUMENTS: Ordinance —Third Amendment to TIRZ #3 Project & Financing Plan Third Amendment to TIRZ #3 Amended Project & Financing Plan (Track Changes Version) TIRZ #3 Board Resolution — Third Amendment to TIRZ #3 Amended Project & Financing Plan ORDINANCE APPROVING THE AMENDMENT TO THE TAX INCREMENT REINVESTMENT ZONE #3 AMENDED PROJECT & FINANCING PLAN APPROVED BY THE BOARD OF DIRECTORS OF REINVESTMENT ZONE NUMBER THREE, CORPUS CHRISTI, TEXAS ON JULY 25, 2017. WHEREAS, in 2008, through Ordinance 027996, the City of Corpus Christi created a tax increment financing district, to be known as "Reinvestment Zone Number Three, Corpus Christi, Texas," over a portion of the city that includes the City's downtown area; WHEREAS, Ordinance 027996 included a preliminary reinvestment zone financing plan; WHEREAS, on August 25, 2015, the City Council passed Ordinance 030592, which approved the "Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan"; WHEREAS, the "Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan" was last amended by City Council on September 27, 2016; WHEREAS, on July 25, 2017, the Board of Directors of Reinvestment Zone Number Three passed a resolution approving a third amendment to the Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan; 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 Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan for the Reinvestment Zone Number Three, Corpus Christi, Texas, as amended and approved by the Board of Directors of Reinvestment Zone Number Three by resolution on July 25, 2017. A copy of the Plan is attached hereto and incorporated as "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: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor City of Corpus Christi / Corpus Christi Downtown Management District Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan Introduction Tax Increment Financing is an economic development tool authorized by Chapter 311 of the Texas Tax Code, through which governments can designate a portion of tax increment to finance improvements to promote development of a defined area, called a "Reinvestment Zone." The defined area must meet one of the five criteria outlined in Chapter 311. In 2008, through Ordinance 027996, the City of Corpus Christi created Tax Increment Reinvestment Zone #3 ("TIRZ #3" or "the Zone"), over a portion of the city that includes the city's Downtown area. There have been three amendments to the ordinance; expansion of boundaries (April 2009), correction of termination date (March 2012) and correction of board composition (August 2014). A change in the economic climate immediately after the creation of TIRZ #3 hindered the performance of the fund and prevented any investment from occurring. Throughout this time, there has not been an update to the Preliminary Project & Financing Plan in the 2008 Ordinance. This document, the 2015 Amended Project & Financing Plan, is intended to replace the previous Project & Financing Plan and any future amendments will modify this version. This 2015 Amended Project & Financing Plan is based on research conducted for the Downtown Area Development Plan (DADP), currently underway. Upon completion of the DADP, there will be an amendment to refine aspects of the 2015 Amended Project & Financing Plan. TIRZ #3 consists of a Board of Directors and is supported by the City Manager's designee, currently the City's Business Liaison, and the Executive Director of the Corpus Christi Downtown Management District (DMD). Second Amendment (FY 2017) — To continue and enhance the Zone's efforts, this Amendment provides for programming and services from the DMD; refines some of the Incentive Programs; and provides the ability for TIRZ funds to be expended for public, cultural and/or historic properties within the Zone. Updates also include the commitment from Del Mar College's extended participation to the end of the Zone. Note: Schedule of Project Expenditures (Page 7) updated as Exhibit C — FY 2017 Project Plan Budget. Third Amendment (FY 2018) — this Amendment renames the (5) Site Assembly & Development category to (5) Site Management & Development and discusses a pilot vacant building program in the Reinvestment Zone. Additionally, both (6) Parking Management and (7) Traffic Pattern and Streetscapes expand to authorize funding for implementation. (8) Other Programs and Initiatives expands to include Cultural District Plan, upon Board's approval of the DMD's FY 2018 Scope of Services. Note: Schedule of Project Expenditures updated as Exhibit C — FY 2018 Project Plan Budget. Criteria for Zone Creation The 2008 Project Plan stated that the defined area of TIRZ #3 qualified for designation as a "Reinvestment Zone" because it suffered from "economic stagnation, inadequate infrastructure, and deteriorating 11 3age City of Corpus Christi / Corpus Christi Downtown Management District properties. Without intervention by the public sector, private market forces will not be sufficient to generate significant development and redevelopment." Conditions listed that met the Criteria of Chapter 311, Section 005 included: • A substantial number of substandard, slum, deteriorated, or deteriorating structures; • The predominance of defective or inadequate sidewalk or street layout; • Unsanitary or unsafe conditions; • The deterioration of site or other improvements; and • Conditions that endanger life or property by fire or other cause. According to Chapter 311, these conditions must "substantially arrest or impair the sound growth of the municipality or county creating the zone, retard the provision of housing accommodations, or constitute an economic or social liability and be a menace to the public health, safety, morals, or welfare in its present condition and use." Conditions in 2008 met these requirements, as indicated by the Market and Economic Study undertaken at that time. While our community has benefitted from a boost in economic activity since 2008, the Downtown did not see the same level of development. This solidifies the 2008 position that conditions would not be overcome or corrected without significant intervention and assistance from the public sector. A Consistent Vision for Downtown For decades, efforts had been made to improve and revitalize Downtown Corpus Christi, with various levels of success. The 2006 Downtown Redevelopment Vision resulted in the creation of TIRZ #3, but a change in environment prevented immediate implementation. Other efforts have included: 2004 — Bayfront Master Plan 2006 — Downtown Redevelopment Report 2013 — Central Business Development Plan 2014— RUDAT 2015 — Downtown Area Development Plan (Underway) The 2006 Redevelopment Report vision statement is consistent with the vision illustrated in the 2015 Downtown Area Development Plan, which is currently in draft form. "Downtown Corpus Christi is a safe, clean, pedestrian friendly community comprised of a central business district, arts and culture, sports and entertainment areas. This unique vibrant waterfront community will provide local residents, tourists and families' opportunities to enjoy fine restaurants, shops and residential facilities." Anticipated Zone Role in Downtown Improvements The 2008 Market and Economic Study indicated the nature of the intervention and assistance needed to spur economic growth in different areas of the Zone. It stated that the "current structure of Corpus Christi's economy, the aging of existing development, and inadequate public infrastructure and facilities together depress the viability of new development and redevelopment in Downtown." The 2014 Analysis of Residential Market Potential repeated those themes, with extra emphasis on residential development and introduction of the concept of gap financing. Additionally, the 2015 environment has the new dynamic of regional investment valued at tens of billions of dollars. 21 Page City of Corpus Christi / Corpus Christi Downtown Management District The primary functions of TIRZ #3 will be • To Support Private Sector Development & Investment • To Plan & Construct Public Improvements • To Provide Revitalization Focused Programs & Services The Zone is expected to be one of a variety of planned funding sources and programs that will be acting in concert to accomplish a changed public environment in Downtown. By improving and enhancing streets, sidewalks, and public spaces, plus upgrading utilities, the zone and the other programs will encourage the development of new land uses and the redevelopment or rehabilitation of existing uses. The intended result is that Downtown will become a vibrant and economically vital urban waterfront district with a variety of residential, retail, and lodging uses, a strong office base, and popular public facilities. Project Plan Existing Uses and Conditions/Boundaries §311.01 (b) (1) The Zone includes approximately 856 acres wholly within the City of Corpus Christi. Its boundaries encompass nearly all of the Downtown area. A very wide variety of land uses are present within the TIRZ. The boundaries and land uses within the Zone are shown in Exhibit A. The existing conditions within the Zone are described generally below. A legal description of the Zone with a specific accounting for the proposed boundaries is given in Exhibit B. In the 2015 DADP, the identities of neighborhoods in the Downtown were emphasized as way to build unifying identities and create distinct experiences. Each of those regions is described generally below. SEA District - A large area of publicly owned cultural and entertainment facilities comprises the north end of the zone. These facilities include: • Port of Corpus Christi's Ortiz Center • Harbor • Corpus Christi Museum of Science & History Playhouse • Art Museum of South Texas • Brewster • Whataburger Field Street Icehouse • American Bank Convention Center & Arena • Heritage Park — Restored Historic Homes, now used as Non -Profit Offices or Cultural Museums. Moving south, the next few blocks vary between vacant, undeveloped land and low density residential, bordered to the west by Port facilities and storage space, southeast by the Port of Corpus Christi Offices and the Federal Courthouse. The southern portion of the SEA District also includes two restaurants, a vacant hotel, U -Haul, Fire Station #1 and the historic Nueces County Courthouse. IH 37 is the physical southern border of this area, with the transition from a highway to on and off ramps coming to surface grade. South of IH 37, a natural bluff distinguishes the high-rise, office building core of the Uptown. Broadway marks a topo-graphical change as the edge of a bluff, and the higher elevation area to the west of the street north of Lipan Street is characterized mainly by professional office uses, some in high-rise towers. TIRZ #3 picks up two blocks of Uptown, with Tancahua as the west border. Of Downtown's office properties, only the Frost Bank building is one of two Class "A" properties. Overall occupancy for the Downtown office market is around 80 percent. 31 Page City of Corpus Christi / Corpus Christi Downtown Management District Outside of the Zone, Uptown continues to include major government anchors, including Corpus Christi Independent School District Offices, Nueces County Courthouse, a Regional Transportation Authority Service Center {under construction) and Corpus Christi City Hall. Marina Arts District (Downtown Management District) — The area east of Broadway is lower in elevation and features a walkable pedestrian grid with a mix of land uses, including hotels, office, residential and retail. The boundary of this neighborhood is based on the petition of property owners that created the Downtown Management District in 1993. This area is the historic center of Corpus Christi, but many of the original buildings have been demolished, due to neglect or natural disasters. The last large wave of construction occurred in the 1980's. The most recent investment large scale private investment is currently under construction, a $27 million residential property with ground floor retail, the Cosmopolitan. The area is interspersed with surface parking lots and vacant, blighted property. In several places, public spaces and sidewalks are in deteriorated condition. Another unique feature of this neighborhood is the Corpus Christi Municipal Marina, spanning three man- made T -heads along the Bayfront. The Marina is comprised of over 600 slips, several restaurants and the Corpus Christi Yacht Club, the third oldest yacht club in the Gulf Coast. Bayshore Park Neighborhood — At Kinney Street, the Zone gets divided by a redundancy of roadways and a few vacant parcels. This portion of the Zone includes the YMCA, a Greek Orthodox Church, Episcopal Church, Methodist Church and several parks. Additionally, there is a mix of early 20th century single family homes and multi -family residential developments. The multi -family developments are truly a diverse mix, including high rise and mid -rise, market rate and affordable, ownership and rental, constructed at all different times with various architectural styles. Many of the original homes, especially at the south end of the neighborhood, have been converted to professional office use. This neighborhood would lend itself to the revitalization seen in older neighborhoods across the country, however an absence of neighborhood support services prevents the unification necessary to create this self identity. A potentially defining feature of this neighborhood is the 34 acres of park land for which the City is currently undergoing a Design -Build process to complete a Bond 2008 project that relocated traffic lanes to unite a patchwork of public space. The southeastern corner of the zone includes the Emerald Beach hotel and Marina del Sol condominiums. This neighborhood abuts the Christus Spohn Shoreline hospital complex. Christus Spohn Shoreline is just outside TIRZ #3 Boundaries, but the system is planning a $325 million investment in the community in the coming years. Municipal Ordinances §311.011 (b) (2) The City may modify existing ordinances in order to make the area in and around TIRZ #3 more friendly to the types of residential and recreational activity desired. Some other policies that will be updated include building design, setbacks and streetscape requirements, in order to establish a built environment that supports the downtown character. City Planned Improvements (Non Project Costs) §311.011 (b) (3) The City of Corpus Christi has over $29 million in improvement projects currently funded and in some stage of planning or construction, independent from this TIRZ #3 Project Plan. The City will continue to use Bonds packages a major source of public improvement funding. Project Source Timeframe Cost 41 Page City of Corpus Christi / Corpus Christi Downtown Management District Shoreline Realignment Bond 2008 Ongoing $13,000,000 SEA District Improvements Bond 2012 2015-2016 $500,000 Chaparral St. Phase II Bond 2014 2015-2016 $9,000,000 Water Street Improvements Bond 2014 2015-2016 $5,000,000 Streetscape Improvements Bond 2014 2015-2015 $1,500,000 Wayfinding Program HOT Funds 2015 $200,000 Total $29,200,000 Relocation §311.011 (b) (4) No relocation of existing residents is anticipated to be required as part of the Project Plan. Financing Plan Estimated Project Cost Description (§311.011 (c) (1) & Kind, Number and Location of TIRZ Improvements §311.001 (c) (2) TIRZ #3 is anticipated to participate in projects that support the development and economic activity projected in the DADP, especially when cost of development creates a gap due to utility or infrastructure conditions. The initial focus is on residential and mixed-use development. 1. Chaparral Street Property Improvement Grant Program — This three-year matching grant program will support and encourage private investment in the built environment along Chaparral Street for active businesses. Due to its "Main Street" characteristics and its function of connecting the Marina Arts District (Downtown Management District Boundary) and SEA District, Chaparral Street is a first phase priority for successful revitalization of the Zone. During FY 2016-2019, TIRZ #3 will make $200,000 available per year to match approved property improvements funded by the property owners. The Zone will consider from a 50/50, up to 30/70 match, depending on how the scope of the project meets the priorities of the Zone. Applications will be accepted until the allocation is exhausted for each fiscal year. 2. New Tenant Commercial Finish -Out Grant Program— In order to support mixed-use developments and the demand for more dining and entertainment venues in the Downtown, the Zone will reimburse approved leasable new tenant finish -outs at a maximum rate of $10 per square foot. First -floor, active street use projects will be a priority consideration. During FY 2016- 2019, $100,000 will be allocated annually. Qualified expenses include: floor and wall upgrades, HVAC, kitchen equipment, awnings and other permanent, semi-permanent fixtures. Grant is reimbursable to the Tenant, but written approval must come from Landlord in application. Applications will be accepted until the allocation is exhausted for each fiscal year. 3. Downtown Living Initiative —The Residential Demand Study conducted for the DADP stated that over the next 5 years, 1,850 new units could be absorbed in the greater downtown if the threshold made investment attractive. Apartment occupancy was 94.2% in the first Quarter of 2015 (industry considers 96% to be full occupancy). In order to stimulate development, for FY 2016-2019, the Zone will provide a $10,000 per unit reimbursement grant for multi -family developments of over 10 units 51 Page City of Corpus Christi / Corpus Christi Downtown Management District that meet the required design criteria. Applications will be accepted until the allocation is exhausted for each fiscal year, and allocations may be split between years and committed in advance. 4. Project Specific Development Agreement — In situations where higher development costs create a financing gap, TIRZ #3 can provide assistance to property owners or developers through a Development Agreement for reimbursement of net new tax increment. A pro -forma is required to qualify for up to 75% reimbursement of the new taxes for 10 years if a development is 5,000 sq. ft or creating 25 or more new residential units. If further gap exists, staff will undertake additional third party review to justify any additional reimbursement, based on the "but, for" principle. The qualifying elements for this Program include: • Environmental Remediation/Code Compliance • Historic Preservation • Structured Parking • Urban Design/Landscaping • Public Improvements/Utilities F; Residential Developments over 100 Units may be considered as an individual cost element. 5. Site Assembly Management & Development — In FY 2017 and 2018, TIRZ #3 will develop a program to facilitate activation of vacant properties within the Zone and propose to City Council adoption of a downtown vacant building ordinance. The program will establish minimum requirements for vacant properties and designate registered properties as eligible for incentives or emergency funding. Funding will be allocated to establish and administer the program. In order to activate strategically located properties, TIRZ #3 may place properties under option and work towards developing proposals for development, then assist in acquisition and development of the properties. Additionally, the Zone may purchase properties outright for redevelopment and dispose of properties, if approved by the Board. Under this initiative, funding may also be expended for stabilization or redevelopment of public, cultural and/or historic properties. 6. Parking Study & Development— In key locations where parking is undersupplied or inadequately distributed, the Zone can assist in providing public parking facilities such as on -street spaces or off- street lots and structures. TIRZ #3 will conduct a study in FY 2016 in order to develop a strategic approach for parking in the Downtown. Additionally, the Zone may support any efforts City may undertake for appropriate parking management infrastructure such as meters, lot improvements, structured lots garages and occupancy monitoring systems. 7. Traffic Pattern Study & Streetscapes — TIRZ #3 may contribute to studies for traffic movement and improvements in roadway infrastructure (repaving, repair, widening, redesign), traffic management infrastructure (signals, signs), and beautification (landscaping in medians, special lighting, etcn). In F\' 20 The Zone will contribute up to $150,000 for a traffic pattern study as the first phase of this initiative. Additionally, pedestrian accommodations and streetscapes will be a priority. Funds may also be expended on implementation of infrastructure improvements, as budgeted. 61 Page City of Corpus Christi / Corpus Christi Downtown Management District Other Programs & Initiatives — TIRZ #3 will develop other programs and initiatives that will be presented to the Board for approval, during the life of the Zone. In FY 2017, the following initiatives are being added: • Downtown Management District Bike Share Initiative • Downtown Management District Expanded Scope of Services. FY 2018 — Downtown Management District — Cultural District Plan 9. Management & Professional Services- Zone funds will compensate for the costs of ongoing administration of the Zone, including but not limited to accounting, legal services, consulting services, document production and maintenance, and other administrative costs. These costs were originally estimated at $50,000 per year for the 20 -year life of the Zone, but to date the only dollars expended have been for state reporting requirements. Staff plans to strategically engage outside resources to evaluate revenue projections and continue to develop innovative, effective programs. Economic Feasibility Study §311.011 (c) (3) The 2008 Market and Economic Feasibility Study for TIRZ #3 was completed by CDS Market Research I Spillette. In 2014 and 2015, Goody Clancy completed additional studies that reflect the more recent environment, and emphasize the importance of residential development in any revitalization. Those studies include: • Residential Market Potential (Zimmerman/Volk) — final • Retail Market Analysis & Strategy (Mike Berne) — draft • Hotel, Office, Retail (W-ZHA, Sarah Woodworth) — draft • Incentives & Development Economics (W-ZHA, Sarah Woodworth) — draft Estimate of Bonded Indebtedness §311.011 (c) (4) It was not anticipated that TIRZ would issue bonded debt, but would be funded on a pay-as-you-go basis. If the annual revenue and available non -bonded debt financing are insufficient to address the needs of TIRZ #3, we may issue bonded debt commensurate with the specific project costs under consideration and anticipated annual Zone revenues to support debt service payments. Timing of Incurring Costs or Monetary Obligation §311.011(c) (5) 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. The following table summarizes proposed planned expenditures for TIRZ #3 until FY 2019. Another set of programs will be proposed in FY 2018, based on an assessment of needs at that time. Schedule of Project Expenditures FY FY 14-15 FY 15-16 FY 16-17 FY 17-18 FY 18-19 Year 2015 2016 2017 2018 2019 Beg. Bal $1,563,751 $2,333,342 $1,730,387 $1,540,935 $1,631,307 + New Increment1 794,591 997,045 1,160,548 1,440,372 1,615,149 1 Chaparral Street Grant Program2 200,000 200,000 200,000 71 Page City of Corpus Christi / Corpus Christi Downtown Management District 2 New Tenant Commercial Fin Grant ProgramSee sh nut 1 1 100 000 1 100 000 1 100,000 Tax Revenue Exhibit C for FY 2017 3 Downtown Living Initiative2 000,000 County 4 Project Specific Developmen Agreement3 Update of Project Budget TBD TBD 5 Site Assembly & Developmei FY 10 $ 8,655,793 6 Parking Study & Developmer._ $ 50,400 $ - $ - $ 50,400 FY 11 21,931,954 4,698,427 7 Traffic Pattern Analysis & Streetscapes 127,703 150,000 12,059 156,251 FY 12 8 Other Programs & Initiative 15,449,665 15,290,811 129,988 54,227 39,451 9 Management & Professional Services 25,000 50,000 50,000 50,000 50,000 Expenditure Totals 25,000 1,600,000 1,350,000 1,350,000 50,000 TIRZ Ending Balance 2,333,342 1,730,387 1,540,935 1,631,307 3,196,456 Notes: 1 Increment Projection developed by CCREDC, will be monitored closely to ensure program allocations 2 Program allocations will be authorized each Fiscal Year. 3 Incentive available will be based on the amount of investment and increment generated by private sector. Method of Financing and Sources of Revenue §311.011(c) (6) Methods of Financing. TIRZ #3 will initially take a primarily pay-as-you-go approach to financing projects that could utilize the following methods: • Cash funds generated from existing property value increment, • Developer cash reimbursement agreements where the revenues from the Zone's property tax increment compensate a developer for fronting eligible expenditures in a specific taxable project. • If future Zone revenues to support debt service payments are anticipated, the Zone may also issue bonded debt, the term of which will not extend past the expected life of the Zone. Sources of Revenue. The primary source of revenue for TIRZ #3 will be funds from the contributed property tax collections of the City of Corpus Christi, Nueces County, and Del Mar College on the taxable property value increment within TIRZ #3. The City, and County, and Del Mar College have agreed to participate in funding TIRZ #3 with 100% of the incremental property taxes collected over the life of the Zone. ... .. The assessed value base year for the City of Corpus Christi is 2009; the base year or Nueces County and Del Mar College is 2010. The 2015 adjusted projection of incremental property tax revenue contributed to the Zone is as follows: Sources of Revenue Year Increment Value Tax Revenue City County Del Mar City County Del Mar TOTAL FY 10 $ 8,655,793 $ 50,400 $ - $ - $ 50,400 FY 11 21,931,954 4,698,427 4,674,139 127,703 16,488 12,059 156,251 FY 12 22,782,697 15,449,665 15,290,811 129,988 54,227 39,451 223,666 FY 13 43,910,295 38,988,148 38,041,488 250,533 136,845 98,148 485,526 FY 14 57,920,528 52,767,539 51,604,697 338,988 179,932 129,355 648,275 FY 15 71, 728,002 65, 346, 609 63, 906, 562 419,798 216,258 158,535 794,591 FY 16 90, 003, 549 81, 996, 244 80,189, 287 526,758 271,358 198,928 997,045 81 Page City of Corpus Christi / Corpus Christi Downtown Management District FY 17 104, 763, 037 95, 442, 631 93, 339, 356 613,140 315,858 231,550 1,160, 548 FY 18 130, 022, 872 118, 455,186 115, 844, 781 760,977 392,016 287,380 1,440,372 FY 19 145, 800, 015 132, 828, 691 129, 901, 537 853,315 439,583 322,251 1,615,149 FY 20 173,112, 004 157, 710, 826 154, 235, 343 1,013,162 521,928 382,616 1,917,707 FY 21 189, 976, 968 173, 075, 373 169, 261, 300 1,111, 867 572,776 419,892 2,104, 534 FY 22 207,413,655 188,960,778 184,796,638 1,213,917 625,342 458,431 2,297,695 FY 23 225, 441, 446 205, 384, 699 200, 858, 623 1,319,428 679,70C 498,276 2,497,404 FY 24 244, 080, 379 222, 365, 390 217, 465,110 1,428,515 735,896 539,472 2,703,883 FY 25 263, 351,172 239, 921, 727 234, 634, 557 1,541,300 793,99-,, 582,065 2,917,362 FY 26 283, 275, 244 258, 073, 223 252, 386, 047 1,657,908 854,068 626,102 3,138, 077 FY 27 303,874,743 276,840,056 270,739,314 1,778,469 916,174 671,631 3,366,275 FY 28 325,172, 564 296, 243, 083 289, 714, 756 1,903,118 980,387 718,704 3,602,209 FY 29 347,192,382 316,303,874 309,333,466 2,031,992 1,046,776 767,373 3,846,141 $ 35,963,109 These estimates will continue to be monitored and adjusted quarterly. Current Appraised Value & Estimated Captured Appraised Value §311.011(c)(7), (8) According to the Nueces County Appraisal District, the 2009 certified taxable appraised value for the Zone is $310,019,372. The table above projects taxable value increment captured by the Zone over the remainder of its duration, if all taxing entities continue participation. Due to differences in policies regarding exemptions and tax abatements, the captured increment differs among the three jurisdictions. Captured value projections assume a 3.39% annual value appreciation rate for existing development, based on estimates by economist Dr. Ray Perryman and do not take into account future investments. Duration of the Zone §311.011(c)(9) TIRZ #3 will exist until 2028, however, the Board, City and other taxing entities may agree to extend the Zone. 91 Page List of Exhibits Exhibit A Exhibit B Exhibit C City of Corpus Christi / Corpus Christi Downtown Management District TIRZ #3 Boundaries and Land Uses Legal Description FY 2017 Project Nan Budget FY 2018 Project Plan Budget 101 Sage City of Corpus Christi / Corpus Christi Downtown Management District Exhibit A— Boundaries & Land Use • TIRZ Boundary O • SEA District LJ • Uptown • Marina Arts District (DMD) • k3ayshore Park O Tax Increment Finance District #3 MEMO 1112r0 Amps ere poos•cort• xullering mon vem Prepared By. MBB Pnnlin9 Date: Thul9d4y, [Winer 18, 2007 9:14:41 AM Project Source: City of Corpus Chnstl • Development Senece0 d:/1 City of Corpus Christi 111 Page City of Corpus Christi / Corpus Christi Downtown Management District Exhibit B - Legal Description of the Zone BEGINNING AT A POINT on the center line of the Corpus Christi Ship Channel and commonly known as the Corpus Christi — Port Aransas Waterway at its intersection with the northerly extension of the West right-of-way line of Sam Rankin Street; Thence Easterly along the centerline of the Corpus Christi — Port Aransas Waterway to its intersection with the northerly extension of a line parallel with the breakwater 50' feet on the east side for a point in the Corpus Christi Bay and the Northeast corner; Thence Southerly along said line, being 50 feet on the East side and parallel with the breakwater, following the meanders of the breakwater in the Corpus Christi Bay to its intersection with an "A-2" zoning line approximately 1,000 feet from the shoreline and parallel with the East right-of-way line of Shoreline Boulevard for a point in the Corpus Christi Bay; Thence Southwesterly along said "A-2" zoning line extending parallel and approximately 1,040 feet from the East right-of-way line of South Shoreline Boulevard to its intersection with a second "A-2" zoning line extending parallel and approximately 1,000 feet from an existing 18 foot seawall easement, inside the Marina Del Sol Boat Harbor, for a point in the Corpus Christi Bay; Thence Southeasterly along said line 200 feet more or less past its intersection with the easterly extension of the south most boundary of Lot 3, Block 1 of Marina Del Sol Subdivision for a point in the Corpus Christi Bay and the Southeast corner; Thence Southwest along a line 200 feet more or less to the South and parallel with the extension of the south boundary of Lot 3, Block 1 of Marina Del Sol Subdivision to the Corpus Christi Bay Shoreline; Thence Northwest along the Corpus Christi Bay Shoreline to its intersection with the extension of the South most boundary of Lot 3, Block 1 of Marina Del Sol Subdivision; Thence Southwest along the South boundary of Lot 3, Block 1 of Marina Del Sol Subdivision, 540 feet more or less to the centerline of Ocean Drive for a point; Thence Northwest along the centerline of Ocean Drive to its intersection with the centerline of Morgan Avenue; Thence Southwest along the centerline of Morgan Avenue, to a point in the center line of Santa Fe Street for the Southwest corner; Thence Northwest along the centerline of Santa Fe Street to its intersection with the centerline of Hancock Street; Thence Southeast along the centerline of Hancock Street to its intersection with the centerline of South Tancahua Street:; Thence Northerly along the centerline of South Tancahua Street, passing Furman, Coleman, Park, Agnes, and Laredo Street, to a point in the centerline where South Tancahua becomes North Tancahua, and continuing along North Tancahua, passing Kinney, Blucher, Comanche, Lipan, Leopard, Antelope and Buffalo Street and continuing past IH 37 to its intersection with the centerline of the existing northwest frontage road of I.H. 37, for a point; Thence Northeast along the centerline of said existing northwest frontage road of I.H. 37 to its intersection with the South right-of-way line of West Broadway Street for a point; Thence along the South right-of-way line of West Broadway Street to its intersection with the westerly extension of the South right-of-way line of Concrete Street for a point; Thence Northeasterly along the South right-of-way line of Concrete Street extended, to its intersection with the north right-of- way line of West Broadway Street, for a point; Thence Northwesterly along the North right-of-way line of West Broadway Street to the Southeast property line of the City of Corpus Christi's Broadway Wastewater Treatment Plant; Thence Northeasterly along the City of Corpus Christi's Broadway Wastewater Treatment Plant Southeast property line to its intersection with the common South boundary line of Lots 1, Block 58 of the Beach Addition; Thence West along the South boundary line of Lot 1, Block 58 out of the Beach Addition, to its Southwest corner for a point; 121 Sage City of Corpus Christi / Corpus Christi Downtown Management District Thence Northwest along the common, West boundary line of Lots 1 thru 6, Block 58, of the Beach Addition, to its intersection with the South right-of-way line of Resaca Street; Thence Northeast along the South right-of-way line of Resaca Street to its intersection with the centerline of Tancahua Street, for a point; Thence Northwest along the centerline of Tancahua Street to its intersection with the centerline of Port Avenue, for a point; Thence Southwest along the centerline of Port Avenue, to its intersection with the West right-of-way line of Sam Rankin Street for an outside corner; Thence Northerly along the West right-of-way line of Sam Rankin Street and its extension to its intersection with the centerline of the Corpus Christi — Port Aransas Waterway center line in the Corpus Christi Ship Channel to the POINT OF BEGINNING. Excluded properties to meet state statute prohibiting Tax Increment Financing Districts from containing 10% or more of the area used for residential purposes: Beach Addition Block 55 Lots 10 thru 12 13 1 Sage City of Corpus Christi / Corpus Christi Downtown Management District Exhibit C Tax Increment Reinvestment Zone #3 Proposed Budget FY 2017 Year FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 Budget Actual Budget Estimated Proposed Future Futare Beg. Bal $ 1,563,751 5 1,563,751 $ 2,2 97.833 $ 2,253,569 $ 2,930,612 $ 2,253,464 $ 1,508,279 +Increment Revenue $ 734,082 $ 691,162 $ 994,117 5 865,843 $ 1,127,852 $ 1.409815 $ 1,762,269 1 Chaparral St Grant Program $ - $ - $ 200,000 $ 72,800 5 204000 $ 200,000 5 - 2 New Tenant Commercial Finish Out Grant Prof $ - 5 - $ 100,000 $ - $ 104000 $ 100,000 $ - 3 Downtown Living lnitiative 5 - S - I5 1.000.000 5 - S 903.000 5 910,000 5 - 4 Project Specific Development Agreement- 5 Site Management & Development $ - 5 site Assembly & Development See Below for FY 2018 - $ - 6Parking Study &Development Parking Study & Development - $ 7 Traffic Pattern Analysis &Streetscapes $ 50,000 500,000 5 1,0(4000 8 Other & Initiatives Update Project Budget 350.0 000 450 9Managemgrams ent&ProfessiionalServices Other Programs & Initiatives of $ - $ 350,000 $ TOTAL EXPENDITURES 9 2,155,000 $ 1,470000 End Bal $ 50,000 1,508,279 $ 1,800.548 Neta: 1 Ending FY 2016 Increment is not final. 1 1 1 1 1 1 2 Other Programs & Initiatives are DMO Requests for funding in FY 17. Project Plan will need to be updated to reflect changes. 1 1 1 1 1 1 1 Proposed Budget FY 2018 141 Page Year FY 2016 FY 2016 FY 2017 FY 2018 Budget Actual Budget Estimated Proposed Beg. Bal $ 2,297,833 $ 2,253,569 $ 2,953,576 $ 2,992,483 $ 3,388,432 + Increment Revenue $ 994,117 $ 914,191 $ 1,127,852 $ 1,070,317 $ 1,291,273 1 Chaparral St. Grant Program $ 200,000 $ 71,942 $ 200,000 $ 100,000 $ 200,000 2 New Tenant Commercial Finish Out Grant Program $ 100,000 $ - $ 100,000 $ 15,000 $ 100,000 3 Downtown Living Initiative $ 1,000,000 $ - $ 905,000 $ - $ 725,000 4 Project Specific Development Agreement $ - $ - $ - $ - $ - 5 Site Management & Development $ - $ - $ - $ - $ 100,000 6 Parking Study & Development $ 100,000 $ 98,534 $ 50,000 $ 50,000 $ 150,000 7 Traffic Pattern Analysis & Streetscapes $ 150,000 $ - $ 150,000 $ 150,000 $ 500,000 8 Other Programs & Initiatives $ - $ 350,000 $ 350,000 $ 395,000 9 Management & Professional Services $ 50,000 $ 4,801 $ 50,000 $ 9,368 $ 50,000 TOTAL EXPENDITURES $ 1,600,000 $ 175,277 $ 1,805,000 $ 674,368 $ 2,220,000 End Bal $ 1,691,950 $ 2,992,483 $ 2,276,428 r$ 3,388,432 $ 2,459,705 I 141 Page RESOLUTION Resolution approving the Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan WHEREAS, in 2008, through Ordinance 027996, the City of Corpus Christi (the "City") created Tax Increment Reinvestment Zone #3 (TIRZ #3) over a portion of the City that includes the City's Downtown area; WHEREAS, a change in the economic climate immediately after the creation of T1RZ #3 hindered the performance of the fund and prevented any investment from occurring until now; WHEREAS, the Board of TIRZ #3 (the "Board") adopted the Tax Increment Reinvestment Zone #3 Amended Project & Financing Plan (the "Plan") by Resolution; WHEREAS, the Board most recently approved an amendment to the Plan on August 23, 2016; and WHEREAS, the Board wishes to make certain changes and amendments to the Plan; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TAX REINVESTMENT ZONE #3: SECTION 1. The Board adopts the attached Amended Project and Financing Plan. This resolution takes effect upon Board approval on this thew day of cji�� 2017. ATTEST: THE BOARD OF TAX REINVESTMENT ZONE #3 {{Lk{ j.)._),, I) _.)'- Rebecca Huerta Carolyn VaugHn Secretary Chair APPROVED: 2 day of ..J L - i LI , 2017. Corpus Christi, Texas of -31-11 , 2017 The above resolution was passed by the following vote: Carolyn Vaughn Rudy Garza Paulette Guajardo Michael Hunter Claudia Jackson Al Jones Debbie Lindsey -Opel Joe McComb Ben Molina Mike Pusley Lucy Rubio Greg Smith °tit itiWr 'Aide cuie CLbStnd' GIL AGENDA MEMORANDUM First Public Hearing for the City Council Meeting of August 22, 2017 Second Public Hearing for the City Council Meeting of August 29, 2017 DATE: August 10, 2017 TO: Margie C. Rose, City Manager THRU: Sylvia Carrillo -Trevino, Assistant City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP©cctexas.com (361) 826-3227 Public Hearing on Fiscal Year 2018 Ad Valorem Tax Rate CAPTION: Public Hearing on Fiscal Year 2018 Ad Valorem Tax Rate PURPOSE: The State Property Tax code requires that two public hearings be held when a taxing unit proposes a tax rate that exceeds either the rollback rate or the effective tax rate, whichever is lower. BACKGROUND AND FINDINGS: The City of Corpus Christi is proposing a tax rate of $0.606264 per $100 valuation for fiscal year 2017-2018. Since this rate exceeds the effective tax rate of $0.587958 per $100 valuation, the Property Tax Code requires that the governing body schedule two public hearings on the proposal. The first public hearing will be held on Tuesday, August 22, 2017, and the second public hearing will be held on Tuesday, August 29, 2017. The vote for the final adoption of the tax rate will be held at the September 12, 2017 City Council meeting. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: • N/A DEPARTMENTAL CLEARANCES: • Office of Management and Budget FINANCIAL IMPACT: ❑ Operating Expense X Revenue ❑ Capital ❑Not Applicable FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - - $ 113,193,005 $ 113,193,005 Encumbered/Expended amount of (date) - - - This item - $ 113,193,005 $ 113,193,005 BALANCE - - $ - $ - FUND(S): General Fund $70,351,865 Debt Service Fund $42,841,140 COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the ad valorem tax rate of $0.606264 per $100 valuation on September 12, 2017. LIST OF SUPPORTING DOCUMENTS: • None AGENDA MEMORANDUM Public Hearing and First Reading item for the City Council Meeting of August 22, 2017 Second Reading item for the City Council Meeting of August 29, 2017 DATE: August 17, 2017 TO: Margie C. Rose, City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3082 THRU: 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 Public Hearing and Approval of Fiscal Year 2017 — 2018 Capital Budget and Capital Improvement Planning Guide CAPTION: Ordinance approving the Fiscal Year 2017 — 2018 Capital Budget and Capital Improvement Planning Guide in the amount of $174,057,200. PURPOSE: The purpose of this Agenda Item is to fulfill all requirements necessary to approve the Fiscal year 2017 — 2018 Capital Budget and Capital Improvement Planning Guide. BACKGROUND AND FINDINGS: Section 102.006 of the Texas Local Government Code reads as follows: "The governing body of a municipality shall hold a public hearing on the proposed budget. Any person may attend and may participate in the hearing." The City Charter requires City Council to review recommendations of the Planning Commission and act on the Capital Budget on a yearly basis. On Wednesday, July 12, 2017, a summary presentation of the FY 2018 Capital Budget and Capital Improvement Planning Guide was held before the Planning Commission describing program highlights and funding sources. A Public Hearing and second presentation of the detailed FY 2018 Capital Budget and Capital Improvement Planning Guide was held on July 26, 2017. At that meeting, the Planning Commission recommended approval of the FY 2018 Capital Budget and Capital Improvement Planning Guide as presented. There were no comments during the Public Hearing. ALTERNATIVES: Approval of this budget is required by City Charter. City Council may: 1. Approve the budget as presented (Recommended) 2. Make changes to the budget and then approve. OTHER CONSIDERATIONS: The Public Hearing and first reading for this item is on August 22, 2017 and the second reading will be the following week on August 29, 2017. CONFORMITY TO CITY POLICY: This item conforms to City Policy and statutes regarding approval of the Fiscal Year 2017 — 2018 Capital Budget and Capital Improvement Planning Guide and is consistent with the Comprehensive Plan. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Office of Management and Budget FINANCIAL IMPACT: ❑ Operating ❑ Revenue X 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 $174,057,200 $174,057,200 BALANCE $174,057,200 $174,057,200 Fund(s): COMMENTS: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation Page 1 of 2 ORDINANCE APPROVING THE FISCAL YEAR 2017 — 2018 CAPITAL BUDGET AND CAPITAL IMPROVEMENT PLANNING GUIDE IN THE AMOUNT OF $174,057,200. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the Fiscal Year 2017 — 2018 Capital Budget and Capital Improvement Planning Guide in the amount of $174,057,200 is hereby approved. A copy of the Fiscal Year 2017 — 2018 Capital Budget and Capital Improvement Planning Guide will be filed in the Office of the City Secretary ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor Page 2 of 2 That the foregoing resolution was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Mayor Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel That the foregoing resolution was read for the second time and passed finally on this the day of , 2017, by the following vote: Mayor Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta City Secretary Joe McComb Mayor Fiscal Year 2017 - 2018 Proposed Capital Improvement Program (CIP) Budget and Planning Guide Public Hearing August 22, 2017 Proposed Capital Improvement Budget and Planning Guide • Purpose: To identify, prioritize, fund and construct capital projects. • Provides: Project scopes, cost and schedules for planned and anticipated projects over the next ten years. • Includes: Details specific information on projects programmed within the next three years. Proposed Capital Improvement Budget and Planning Guide Sections of the document: • Year One (Fiscal Year 2018) : A fully -funded work plan based on available financial capacity and greatest prioritized needs. • Short -Range Program: Facilitates fiscal and needs - based planning for Years 2 and 3. • Long -Range Forecast: Located at the back of each section and consists of items considered important, but not funded. Proposed Capital Improvement Budget and Planning Guide DRAFT - WASTEWATER FISCAL YEAR 2018 CIP PROGRAM (WITH STREET SUPPORT) June 2017 WASTEWATER SHORT RANGE CIP Prior FY Prior FY FY 17-18 FY1519 FY19-20 FY20-21 FY 21-22 FY 22-23 FY23-24 FY 24-25 FY 2526 FY 26-27 FY 27-32 10 Year PROJECT SEP Project Name Expenditures & „ma.... nt Budget Year Year Year Year Year Year6 Year] Year Year Year 10 Year 11-15 TOTALS TOTAL WW 01 COyrvideC tt€ tmSysfem lndefdRe OeliverylodefdM1e Roan. Progr m 88 18,40 12,309.6 1,000.0 13,000.0 16,0000 18,0000 18,0000 18,0000 18,0000 18,000.0 18,0000 18,000 0 ,000 180 156,000.0 186,798.6 WW 02 Citywide Lit Station Repair 1,3639 3,0000 3,0000 3,000.0 9,000.0 10,363.9 MN 03 COyrnde Wastewater Lot Staten&kernate Parva Supply 9.1 300.0 300.0 300.0 300.0 300.0 300.0 1,800.0 1,809.1 WW 04 Cityrnde Wastawater Maier Plan 400.0 400.0 400.0 1,200.0 1,200.0 WW 05 Wastewater astewater Treatment Plants &L4..don SCAM500.0 5000 3,0000 3,000.0 Allison Basin WW 06 Allison W WrP Lk Staten and Plant Improvements 2936 4,2504 1 WW 07 Allison Plant Process Upgrade and Replacement 5000 2,0000 3,5000 6,000.0 6,000.0 4V4V 08 Sharpsburg Lit Staten and Up Rrver Road Force Main Rehabitation 3,]195 3]22 - 4,091.7 WW 09 Clarkwood North Lift Statim Header Repairs 400.0 1,200.0 1,5000 3,100.0 3,100.0 Greenwood Bain 4 Proposed Capital Improvement Budget and Planning Guide Proposed Bond 2014 Proposition One: STREETS .,reuen„ zec PROJECT TITLE: GoIlihar Road - South Staples Street to Weber Road Consistency wall the Comprehensive Plan; Policy Statements pp. 25- 32; Transportation Master Plan DESCRIPTION: This project includes full depth reconstruction of the existing 5 -ane roadway 0.510 new curb and gutter, sidewalks, ADA ramps and pavement marlclnos. 1311119 Improvements include water, wastewater, storm water and gas. The _ project includes 5400 mull -use sidewalks on born sides for pedestrian and ;, nketransa 0 s, GOI IhB r PROJECT NOTES: Project No E13067 SE Consultant : Naismith Engineering 0.entreat. TBO Award Design: Jan_ 2014 Award Consbuclon: Dec. 2016 Anticipated rbmpletan: May 2019 00 n FUNDING SCHEDULE (Amount in 000's) Use of Funds Project -to -Date Obligations May2016 Unspent Prior Budget as of June 2016 CIP Budget Year 1 2016-2017 Year2 201]-2018 Year 2018 -2019 Future Budget Required (Years4 10) Total Project Value (Amounts in $'s) STREETS STORM WATER WASTEWATER WATER GAS 673.1 3857 82.1 1487 308 68264 2,604.0 300.0 934.0 3,1640 98.5 9340 7399,500 6,153100 480.600 2,016,700 30,600 TOTAL: 13204 6826.4 3838.0 4996 - - $ 16,181300 Source or Funds Bond Issue 2014 Tax Nates Revenue Bonds 873.1 6473 6 415 2 411 2 3,838.0 4,196.5 6415200 1 384.300 0681 800 TOTAL: 1,3204 63264 3,8330 4,1965 - - 0 16.181.300 OPERATIONAL IMPACT: There 6.s 0 direct operational budget impact, butt05 pr je61 will replace aging 0101065 where applicable, improve Me road to accommodate heaver traffic bows 403 provpe a safer driving experience. Proposed Capital Improvement Budget and Planning Guide Department: WATER senW+h�1 PROJECT TITLE: Elevated Water Storage Tanks Alternate Capacity Requirement Implementation Plan) Consistency with the comprehensive Plan: Policy Statements pp. 48: 1,3&6,- pp. 55-57; Water Master Plan DESCRIPTION: Themisling Elevated Storage Tanks (EST) have inadequate me ant elevation to meet minimum sMrage requirement as defined by the Texas Commission onEnvironmental Dualty(TCEo). Thn Pole. 13 3 pM1setl mum y tt that will p b b new EST wilt ] 5 mill gallons f eorage Th improved s g paciy, combined wt thnew heights d two new pump station gen (addressed underseparate CIP project) ill place the City's distribution system in compliance with TCEO's Alternative Capacity R q - m (ACR). Deg for Tanks 1 and 2 haveb accomplish.. Construction is underway d schedre. to be completeearly 2010. To ped the City's ACR Implementation plan and save project costs, the City to coine the oligtnal Phase 3 and Bay Blvd at uncle etl 4 Mr ESTs at the m and at the Nuesphase e srt R d propomtlCity-owne d propeproperlyce which was approved by TCEO_ Phase 3 also includes demolition of the existing Mur ESTs in the City's Pressure Zane 1 which are idenfified by the City as Morgan EST, Gondar EST, Alameda EST, and Flour Bluff EST. CITY '66.44.M1,14 _..ve WIDE -B.. l. PROJECT NOTES: DISTRIBUTION Project No: E11092 ME CansuRant: NV Contractor CBI, Inc. Award Design: march 2011 Award Mellon: May 2016 Anticipated CompEetnn: Feb. 2018 '�T 1 Pt4 \ �*S$ �1��4j �� fl ~ra_- 64 l 11 FUNDING SCHEDULE )Amount In 000.$) Use of Fun. Project -to -Date Obligations May 201600 Unspent Prior Budgelas of June 2016 CIP Budget Year 2010-2017 00212 2017 -2018 802r3 2018-2019 Future Budge[ Required (Years 4-10) TOWI Project Value (Amounts to $'s) Design 8 Engineering Cottstrucllan Contingency 1860e01i01/0t8e1 6,0000 1435 216 .0 1,2000 1000 1505 500.0 6,000.0 600.0 150.0 8000 6,0000 5300 400.0 7000 7,0000 6000 2000 250.0 23000 250.0 151.1 2,466,000 30,700,000 2,350000 1,195,100 TOTAL: 6,1435 1,6665 7,250.0 10,0000 6,5000 3,1511 S 36,711,100 Source of Funds Revenue Band Water Capital Reserves 6,1435 16665 3,250.0 3.409.0 110,000.0 0,5000 3,151.1 33,311100 3,400,000 TOTAL: 6,143.5 1,666.5 7,250.0 10,000.0 0,500.0 3,151.1 S 36,711,100 OPERATIONAL IMPACT: 0010 project will allow the coy to meet 10 commitment to TC00 as defined in the 9 -year Alternative Capacity Regwreme t (AGR) implementation plan approved in 2012. Higher tanks will additionally provide higher pressure and better pressure stabilization in thetlistr0ullon system as required. No additional costs vAll be incurred. 293 Current & FY '18 Proposed CIP Capital Improvments Program - Unspent ($220.2 Million( Gas FY18 -Capital Improvements program ($170.7 Million) Airport • Year One: $16.7 Million • Program Highlights: — Reconstruct Air Carrier Ramp — Air Operations Area — Runway 13-31 Extension Safety Mitigation • Funding Sources: — Federal Aviation Administration Grants — Certificates of Obligation — Airport Capital Reserves Parks & Recreation • Year One: $0.5 Million • Program Highlights: — Packery Channel Miscellaneous Improvements — Community Park Development & Improvements — Completion of previously funded Bond 2012 projects • Funding Sources: — Community Development Block Grant — Tax Increment Financing District — General Obligation Bonds Public Facilities • Year One: $1.8 million • Program Highlights: — Central Library Roof Replacement — New Roof at City Service Center Warehouse — Repairs to Recreation Centers - Citywide • Funding Sources: — Certificates of Obligation Public Health/ Safety • Year One: $4.9 Million • Program Highlights: — Completion of previously funded projects in the areas • Bond 2012 • J.C. Elliott and Cefe' Valenzuela Landfills • Seawall Improvement Projects Funding Sources: — General Obligation Bonds (2012) — Certificates of Obligation — Sales Tax Proceeds (Type A Board Funding) Streets • Year One: $28 Million • Program Highlights: — Bond 2016 Residential Street Rebuild Program — Six points Intersection Improvements — Street Lighting Improvements • Funding Sources: — General Obligation Bonds (2012) — Texas Department of Transportation Funding — Certificates of Obligation 12 Gas • Year One: $3.8 Million • Program Highlights: — Gas Line Replacement / Extension Program — New Gas Transmission Lines • Funding Sources: — Utility Revenue Bonds — Gas Capital Reserves Storm Water • Year One: $22.7 Million • Program Highlights: — Lifecycle Pipe Rehabilitation and Replacement — Gollihar Outfall Repairs — Lifecycle Curb and Gutter Replacement • Funding Sources: — Utility Revenue Bonds — Storm Water Capital Reserves Water Supply • Year One: $6.5 Million • Program Highlights: — Seawater Desalination Program — Wesley Seale Instrumentation Testing and Replacement • Funding Sources: — Utility Revenue Bonds — Texas Water Development Board — Raw Water Supply Reserve Water • Year One: $51.8 Million • Program Highlights: — Programmed Water Service Life Extension — Elevated Storage Tanks, Phase 2 — Support of Street Bond Projects • Funding Sources: — Utility Revenue Bonds — Water Capital Reserves Wastewater • Year One: $31.9 Million • Program Highlights: — Greenwood WWTP Improvements to UV System — City-wide Collection System Assessment and Repair (IDIQ) — Capacity Assessment Improvements — Support of Street Bond Projects • Funding Sources: — Utility Revenue Bonds — Wastewater Capital Reserves QUESTIONS? AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of August 15, 2017 Second Reading Ordinance for the City Council Meeting of August 22, 2017 DATE: August 4, 2017 TO: Margie C. Rose, City Manager FROM: Dan Grimsbo, Executive Director of Water Utilities DanG@cctexas.com, 361-826-1718 Ordinance Adjusting Water and Wastewater Utility Rates CAPTION: Ordinance amending the Code of Ordinances, City of Corpus Christi, Chapter 55, Utilities, regarding water and wastewater rates; providing for publication and effective date of January 1, 2018. PURPOSE: To amend the Code of Ordinances for the revision of Water and Wastewater utility rates. BACKGROUND AND FINDINGS: The Proposed FY 2018-2019 Budget includes estimates of revenues generated from increased fees and rates and new fee/rates necessary to fund specific projects and/or cover existing operating costs. ALTERNATIVES: Council may choose not to amend the Code of Ordinances. OTHER CONSIDERATIONS: These rates will remain in place for calendar years 2018 and 2019. CONFORMITY TO CITY POLICY: This item conforms to City Policies. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Water, Wastewater FINANCIAL IMPACT: ❑ Operating I] 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 $32,257,646 $32,257,646 BALANCE $32,257,646 $32,257,646 Fund(s): Fund 4010 Water, Fund 4200 Wastewater Comments: Rate changes and/or consumption changes will generate estimated additional revenue of $21,921,650 for Water and $10,335,996 for Wastewater over the next two fiscal years. RECOMMENDATION: Approval of Ordinance as submitted. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation Ordinance amending the Code of Ordinances, City of Corpus Christi, Chapter 55, Utilities, regarding water and wastewater rates; providing for publication and effective date of January 1, 2018 BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Section 55-50 of the Code of Ordinances regarding water rates is revised with new rates as shown in underlined text below to be effective on January 1, 2018. Sec. 55-50. - Schedule. (a) Base rates for water service. The rates for water service are as follows: (1) Monthly minimum charges. a. Metered treated water customers. 1. Inside city limits ("ICL"): Meter Size (Inches) Effective January 1, 2016 January 1, 2018 Residential 5/8 —3/4 Commercial 5/8 —3/4 Residential and Commercial 1 11/2 2 $12.11 13.15 12.1'1 13.15 18.21 19.70 30.35 32.80 60.70 65.60 Page 1 3 97.12 104.95 4 19'1.2'1 209.85 6 303.50 327.90 8 and larger 607.00 655.75 Large Volume Any size 22,78'1.00 24,614.00 Temporary construction 1 18.21 19.70 11/2 2 30.35 32.80 60.70 65.60 2. Outside city limits ("OCL"): Meter Size (Inches) Effective January 1, 2016 January 1, 2018 r Residential 5/8 —3/4 Commercial 5/8 —3/4 Residential and Commercial 1 $ 1'1.57 15.75 1'1.57 15.75 21.85 23.65 Page 2 b. Untreated water customers. Effective January 1, 20162018 Minimum monthly service charge, water districts/municipalities with raw water supply contracts executed after January 1, 1997 Minimum monthly service charge for public agency for resale untreated water without a raw water supply contract executed after January 1, 1997 1 Minimum monthly service charge, industrial $'117.99 440.98 25'1.57 268.57 '136.88 460.91 Page 3 11/2 36A2 39.35 2 72.8'1 78.70 3 116.5'1 125.95 4 233.09 251.85 6 36'1.20 393.45 8 and larger 728A0 786.90 Large Volume Any size Temporary construction 1 11/21. 2 38,015.00 41,068.00 21.85 23.65 36A2 39.35 72.8'1 78.70 b. Untreated water customers. Effective January 1, 20162018 Minimum monthly service charge, water districts/municipalities with raw water supply contracts executed after January 1, 1997 Minimum monthly service charge for public agency for resale untreated water without a raw water supply contract executed after January 1, 1997 1 Minimum monthly service charge, industrial $'117.99 440.98 25'1.57 268.57 '136.88 460.91 Page 3 1 Minimum monthly service charge, domestic 1'1.55 15.35 Minimum annual service charge, domestic Minimum monthly service charge, agricultural irrigation water service Minimum monthly service charge, temporary construction water service Minimum monthly service charge, temporary large volume industrial untreated water customers obtaining water, which is under contract to the city, from a reservoir under the exclusive control of a river authority 1'15.62 153.63 218.29 230.30 291.05 307.06 1,679.6'1 1.772.02 Minimum monthly charge for public agency for resale untreated water customer without a raw water supply contract executed after January 1, 1997: If the charge based on the volume of water taken in a monthly billing period is less than $25'1.57268.57, the customer shall be billed $25'1.57268.57, unless a valid water supply contract between the customer and city that was executed prior to January 1, 1997, provides for a minimum annual payment. If a valid water supply contract between the customer and city executed prior to August 1, 2000, provides for a minimum annual payment, the customer shall pay the minimum annual payment under the contract. c. Blended water customers. Effective January 1, 2016 January 1, 2018 i Any size $36,280.00 38,275.40 (2) Monthly volume charges per 1,000 gallons. a. Residential rate. 1. Inside city limits: J 1 Effective January 1, 2016 January 1, 2018 First 2,000 Gallons Minimum* Page 4 Next 4,000 Gallons $64-76.60 Next 9,000 Gallons 6.980 7.55 Over 15,000 Gallons 7.59 8.20 *Use the minimum charges in subsection (a)(1). 2. Outside city limits: Effective January 1, 2016 January 1, 2018 First 2,000 Gallons Next 4,000 Gallons Next 9,000 Gallons Over 15,000 Gallons *Use the minimum charges in subsection (a)(1). b. Commercial rate. 1. Inside city limits: Minimum* $2.31 2.55 2.92 3.15 3.65 3.95 Effective January 1, 2016 January 1, 2018 First 2,000 Gallons Minimum* Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). 2. Outside city limits: $6.781 7.20 Page 5 1 Effective January 1, 2016 January 1, 2018 First 2,000 Gallons Minimum* Over 2,000 Gallons $3.012 3.60 *Use the minimum charges in subsection (a)(1). c. Golf course and athletic field irrigation water inside city limits. Effective January 1, 2016 January 1, 2018 First 2,000 Gallons Minimum* Over 2,000 Gallons $3.092 3.55 *Use the minimum charges in subsection (a)(1) for ICL customer. d. Residential irrigation water on separate meter. 1. Inside city limits: Meter Size (Inches) JOL Effective January 1, 2016 January 1, 2018 First 2,000 Gallons Over 2,000 Gallons 2. Outside city limits Minimum* $7.59 8.20 Meter Size (Inches) Effective January 1, 2016 January 1, 2018 Page 6 First 2,000 Gallons Over 2,000 Gallons e. Resale treated water rates. Minimum* $3.65 3.95 1. Treated water rates purchased for resale where the water is taken and metered at the site of treatment are hereby set as follows: Effective January 1, 2017 January 1, 2018 First 2,000 Gallons Minimum* Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). $1.331 1.405 2. Treated water rates purchased for resale where the water is delivered to the resale entity through city facilities are hereby set as follows: Effective January 1, 2017 January 1, 2018 First 2,000 Gallons Minimum* Over 2,000 Gallons $1.930 2.236 *Use the minimum charges in subsection (a)(1). f. Large volume treated water customers. A commercial treated water customer who agrees to pay for a minimum of ten million (10,000,000) gallons of treated water per month is considered a large volume treated water customer. Once a customer has elected to become a large volume treated water customer, the customer will be billed as a large volume treated water customer until the customer notifies the city and requests reclassification as a commercial customer in writing. However, a commercial customer may not elect to become a large volume treated water customer more than once in any twelve-month period. 1. Inside city limits: Page 7 First 10,000,000 Gallons Minimum* Each Additional 1,000 Gallons *Use the minimum charges in subsection (a)(1). 2. Outside city limits: $5.686 6.00 Effective January 1, 2016 January 1, 2018 First 10,000,000 Gallons Each Additional 1,000 Gallons *Use the minimum charges in subsection (a)(1). g. Minimum* $1.998 2.40 Large volume blended water customers. A commercial blended water customer who agrees to purchase a minimum of ten million (10,000,000) gallons of blended water per month is considered a large volume blended water customer. 1. Inside city limits: Effective January 1, 2016 January 1, 2018 1 First 10,000,000 Gallons Each Additional 1,000 Gallons *Use the minimum charges in subsection (a)(1). 2. Outside city limits: Minimum* $3.628 3.828 Page 8 First 10,000,000 Gallons Each Additional 1,000 Gallons *Use the minimum charges in subsection (a)(1). 3. Peaking factor. [To be determined.] h. Temporary water service. 1. Treated water. A. Inside city limits: Minimum* $0.127 0.134 Effective January 1, 2016 January 1, 2018 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). B. Outside city limits: Minimum* $6.781 7.20 Effective January 1, 2016 January 1, 2018 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). 2. Untreated water. A. Inside city limits: Minimum* $3.012 3.60 Page 9 First 2,000 Gallons Over 2,000 Gallons Minimum* 2 x RWCA *Use the minimum charges in subsection (a)(1). B. Outside city limits: Effective January 1, 20162018 First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). i. Agricultural irrigation water outside city limits. Minimum* 2 x RWCA Effective January 1, First 2,000 Gallons Over 2,000 Gallons *Use the minimum charges in subsection (a)(1). J. Minimum* 2 x RWCA Public agency for resale untreated water rates. The rates for the purchase of untreated water purchased by a public agency, which does not have a raw water supply contract with the city executed after January 1, 1997, is the average of the monthly raw water cost adjustments, established under subsection (b) of this section, for the period used to determine the composite cost of untreated water under the city's current contract with the public agency. Page 10 k. Temporary large volume industrial untreated water customers obtaining water, which is under contract to the city, from a reservoir under the exclusive control of a river authority. Effective January 1, 2016 2018 First acre foot or fraction thereof Minimum* Over acre foot $1,206.98 1,273.36 per acre foot or fraction thereof *Use the minimum charges in subsection (a)(1). (b) Raw water cost adjustment (RWCA). In addition to the charges for the base rates for water service, established in subsection (a), a separate charge for the costs of raw water, the RWCA, will be added to each consumer's bill, except public agency for resale untreated water customers without a raw water supply contract executed after January 1, 1997. (A public agency for resale untreated water customer without a raw water supply contract executed after January 1, 1997, will pay the lower of the composite cost, as defined in its contract with the city or the rate for public agency for resale untreated water customers without a raw water supply contract executed after January 1, 1997, specified in subsection (a)(2)g. of this section.) The RWCA will be based on projected system -wide raw water sales, adjusted for water losses. The RWCA will be calculated every odd -numbered year no later than October 1 to be effective the following January of even -numbered years using the adopted utility rate model. Two (2) subsequent years' RWCA will be calculated according to the following procedures, and then an average rate determined which will yield raw water required revenues over a two-year period: (1) Use projected system -wide water sales based on historical consumption and projected growth, with adjustments for water losses. (2) Include the annual budgeted cost of debt service. Bond payments, amortization of deferred losses on refundings, and other debt service costs shall be applied to the RWCA in the same proportion as the raw water activities proportion of the original bond proceeds. (3) Include budgeted expenditures for purchases of water. (4) Include purchases of water rights, amortized over the duration of the water right agreement. (5) Budgeted expenditures for capital items shall be included as follows: a. The expense of acquiring a capital item that costs not more than five hundred thousand dollars ($500,000.00) shall be charged in the year in which it is acquired. b. The expense of acquiring a capital item that costs more than five hundred thousand dollars ($500,000.00) shall be amortized over the number of years used to calculate depreciation expenses, with the half-year convention used in the year of acquisition. (6) All operating and maintenance expenditures shall be charged based on annual budgeted amounts. These expenditures include operation and maintenance of dams, reservoirs, pipelines, wells, pumping stations, and related interfund charges. All expenses for consultants, engineering, legal services, and administration shall be charged based on annual budgeted amounts in the proportion to which they apply to raw water issues. (8) Expenses related to the acquisition and transportation of emergency water supplies shall be included in the RWCA for the following fiscal year, unless foreseen and budgeted in advance, in which case they are included in the year budgeted. (7) Page 11 (9) Miscellaneous revenues related to raw water activity, such as oil and gas lease revenues and rentals, is applied as an offset based on annual budgeted amounts. (10) Apply the credit for levelized Choke Canyon debt payments to city rate payers' RWCA. (The escalating payment schedule on the Choke Canyon debt was levelized through the creation of a reserve fund. In the initial years, payments greater than the debt service were made, with the excess going into the reserve fund. This excess was paid through a rate surcharge on ICL and OCL metered treated water customers. Now that bond payments exceed the levelized payment amount, the reserve fund is drawn on to make up the difference. Since only ICL and OCL metered treated water customers participated in building the reserve fund, the drawing on the reserve fund is only credited to the RWCA assessed against ICL and OCL metered treated water customers.) (11) Include funds necessary to collect coverage required on current annual debt service in order to comply with bond covenants, and improve the financial position and bond ratings of the city's water fund. (12) Include funds necessary to establish and maintain an operating reserve fund with a target amount of twenty-five (25) per cent (or three (3) months) of annual operating expenses for the fiscal year. (13) Include funds necessary to establish and operate a water capital reserve fund with a target amount of two (2) per cent of the respective annual water capital improvements program for the fiscal year or two million dollars ($2,000,000.00) (whichever is greater). (14) Include funds necessary to establish and maintain a future water resources reserve fund (water supply development reserve) with an ultimate target balance of thirty million dollars ($30,000,000.00), and an annual contribution of approximately two million dollars ($2,000,000.00) per fiscal year. Revenue from this water supply development reserve will be deposited into a fund set aside for this purpose. (15) The minimum operating or capital reserves amounts are intended to provide for unplanned, unbudgeted expenses and revenue shortfalls, and will not be used for routine expenses. (16) Determine the amount of over or under collections that have resulted from difference between budgeted and actual expenses and offsetting revenues and the difference between projected and actual volume of water sold for the prior two (2) years. Any funds realized in excess of annual expenses are available for either supplementing minimum operating or capital reserves, for addition to the capital funds for discretionary cash capital funding of the water utility, or to create and maintain a reserve to level out large fluctuations in raw water charges is authorized. Apply any remaining amount as an adjustment to the RWCA. (c) Definitions. Costs of raw water is the total of all costs of acquiring, producing, storing, conserving, and transporting untreated water from its source to the city's treatment facility and all other points of diversion. These costs include, but are not limited to, the costs of: Construction, including debt service, operation, and maintenance of dams and reservoirs. Construction, including debt service, operation, and maintenance of raw water supply transmission pipelines. Construction, including debt service, operation, and maintenance of wells. Construction, including debt service, operation, and maintenance of facilities capable of converting wastewater effluent, salt water, and brackish ground water into water suitable for municipal, industrial, or agricultural uses. Acquisition of new water supplies and water rights, including the establishment and funding of a reserve dedicated to offset the costs of acquisition of additional water rights and the implementation of long range water resource development and related capital improvements. Page 12 Construction, operation, and maintenance of facilities to reduce water losses from water resources due to evaporation or the release of water from a reservoir due to the operation of law. Acquisition and transportation of emergency water supplies, including the costs of transporting water by vessel or pipelines from other regions. Water supply development and protection, including consultants' studies and reports, investigations, legal fees, court costs, and any other costs related to the development or protection of the water supply. Administrative costs, including overhead and the portion of the city's general administrative costs applicable to the activities enumerated in this definition. (d) The raw water cost adjustment shall be calculated on an annual basis for those large volume wholesale customers with contracts containing such provisions. (Ord. No. 9472, 8-27-1969; Ord. No. 11613, 8-8-1973; Ord. No. 12208, §§ 1, 2, 8-7-1974; Ord. No. 14140, §§ 1-3, 1-25-1978; Ord. No. 16446, §§ 1, 2, 8-12-1981; Ord. No. 16593 § 1, 10-14- 1981; Ord. No. 17166, §§ 1-3, 7-28-1982; Ord. No. 17762, §§ 1, 2, 8-3-1983; Ord. No. 18351, §§ 1, 2, 7-24-1984; Ord. No. 18587, §§ 1, 2, 12-4-1984; Ord. No. 20411, §§ 1, 2, 7-26-1988; Ord. No. 21001, § 1, 10-9-1990; Ord. No. 21438, §§ 1-4, 7-21-1992; Ord. No. 21814, § 1(a) - (c), 12-14-1993; Ord. No. 22741, § 1, 11-12-1996; Ord. No. 22832, § 1, 1-28-1997; Ord. No. 22879, § 1, 3-25-1997; Ord. No. 23706, § 1, 7-20-1999; Ord. No. 23910, § 1, 1-11-2000; Ord. No. 24132, § 1, 7-25-2000; Ord. No. 24531, § la, 7-24-2001; Ord. No. 24969, § 1, 7-23-2002; Ord. No. 25386, § 1, 7-22-2003; Ord. No. 025866, § 1, 7-27-2004; Ord. No. 026368, § 1, 7-26- 2005; Ord. No. 026900, § 1, 7-25-2006; Ord. No. 027355, § 1, 7-24-2007; Ord. No. 027781, § 1, 7-22-2008; Ord. No. 028256, § 1, 7-28-2009; Ord. No. 028686, § 1, 7-20-2010; Ord. No. 029158, § 1, 7-26-2010; Ord. No. 029386, § 1, 2-28-2012; Ord. No. 029584, § 1, 7-31-2012; Ord. No. 029917, § 1, 7-30-2013; Ord. No. 030242, § 2(Exh. A), 7-29-2014; Ord. No. 030295, § 1, 9-23-2014; Ord. No. 030605, § 1, 9-8-2015; Ord. No. 030718, § 1, 12-15-2015; Ord. No. 031028, § 1, 12-20-2016) Page 13 SECTION 2. Section 55-100 of the Corpus Christi Code of Ordinances regarding wastewater rates is revised with new rates as shown in underlined text below to be effective on January 1, 2018. Sec. 55-100. - Schedule. (a) The monthly charge to be paid by users of sewer service furnished by the city's municipal sewer system, except as otherwise provided in articles VII and XI of chapter 55, shall be based on the amount of water used by the user according to the following rates: Classification Effective January 1, 24462018 r r Inside city limits One -family minimum monthly charge (first 2,000 gallons) Next 4,000 gallons Next 9,000 gallons Over 15,000 gallons Insidc city limits Onc family per 1,000 gallons ovcr 2,000 Inside city limits One -family maximum monthly charge (up to 25,000 gallons) Outside city limits One -family minimum monthly charge (first 2,000 gallons) Next 4,000 gallons Next 9,000 gallons Over 15,000 gallons Outsidc city limits Onc family per 1,000 gallons ovcr 2,000 $ 3'1.03 32.60 3.25 4.85 7.25 6.69 187.90 161.75 '12.5'1 40.75 6.25 9.35 14.00 1'1.85 Page 14 Outside city limits One -family maximum monthly charge (up to 25,000 gallons) Inside city limits Commercial minimum monthly charge (first 2,000 gallons) Inside city limits Commercial per 1,000 gallons over 2,000 Outside city limits Commercial minimum monthly charge (first 2,000 gallons) Outside city limits Commercial per 1,000 gallons over 2,000 38'1.09 289.90 '16.02 44.75 47-94.70 57.53 55.95 9.59 9.35 _(b) The amount of water used to compute the monthly bills to ono family rocidontial cuctomorc shall bo computed every two (2) years on the basis of the "winter average" or "interim average" that is calculated under this subsection. (1) Definitions. December 1 of each even numbered year. "winter averaging wastewater charge period" based upon their average monthly water consumption during that period. "winter average usage" as defined in subsection (b)(1)b. of this section is ostabliched for tho individual customer. d. Service area: The geographic region served by the city's wastewater system. (2) Winter average criteria. a. The customer must receive wastewater service at one (1) location during the three (3) consecutive reading periods in order to establish a "winter average usage". b. "Winter average usage" charges shall apply to one family residential customers only. c. The "winter average usage" shall be based on a customer's average water consumption for three (3) complete consecutive reading periods commencing with the customer's first reading period on or after December 1 of each even numbered year. d. The following method will be used to calculate a customers "winter average usage": 1. Add the three (3) winter months' water consumption to get total water consumption Page 15 2. Divide three month usage amount by three (3) to get winter average usage. Such winter average usage shall be limited to a maximum of twenty-five thousand (25,000) gallons. calculate the customer's wastewater bill for each month until a new winter average usage is ■- 31 will reflect wastewater usage based on the previous "wintor avoraging wastewater chargo period". f. New and relocating customers; adjustments: 1. Customers new to the service area, who have not established a "winter average", shall be billed at the "interim average" rate. average" at their previous address, shall be billed at the "interim average" rate or their "winter average" rate at the previous address, whichever is less. "winter average" at their previous address, shall be billed at the "interim average" rate. /1. When a customer experiences a substantial incroase in water or wastewater usago from hidden water leaks in the plumbing system during the wintor avorage chargo period, and if the customer can produce proof of repairs, the director of finance or the director's designee may adjust the wastewater bill. (sb) The rates established in subsection (a) of this section are based upon water consumption for wastewater service customers with wastewater characteristics of five hundred sixty-two (562) parts per million or less by weight of chemical oxygen demand index, two hundred fifty (250) parts per million or less by weight of biochemical oxygen demand index, and two hundred fifty (250) parts per million or less by weight of suspended solids index. If the wastewater characteristics exceed any of these parameters shall pay an additional abnormal wastewater surcharges as provided in section 55-148. (Code 1958, § 38-49; Ord. No. 9863, § 1, 7-29-1970; Ord. No. 11612, § 1, 8-8-1973; Ord. No. 12209, § 1, 8-7-1974; Ord. No. 12656, § 1, 6-25-1975; Ord. No. 13860, § 1, 8-3-1977; Ord. No. 15700, § 1, 8-13-1980; Ord. No. 16448, § 1, 8-12-1981; Ord. No. 17156, § I, 7-28-1982; Ord. No. 17763, § 1, 8-3-1983; Ord. No. 18352, § 1, 7-24-1984; Ord. No. 18940, § 1, 7-23-1985; Ord. No. 19403, § 1, 7-29-1986; Ord. No. 20412, § 1, 7-26-1988; Ord. No. 20748, § 1, 8-8-1989; Ord. No. 21001, § 1, 10-9-1990; Ord. No. 21440, § 1, 7-21-1992; Ord. No. 21662, § 1, 5-25-1993; Ord. No. 21671, § 1, 6-8-1993; Ord. No. 21814, § 1(e), (0, 12-14-1993; Ord. No. 21965, § 1, 6- 14-1994; Ord. No. 22743, § 1, 11-12-1996; Ord. No. 23706, § 1, 7-20-1999; Ord. No. 24132, § 1, 7-25-2000; Ord. No. 24531, § le, 7-24-2001; Ord. No. 24969, § 6, 7-23-2002; Ord. No. 25396, § 6, 7-22-2003; Ord. No. 025866, § 5, 7-27-2004; Ord. No. 026368, § 5, 7-26-2005; Ord. No. 026900, § 5, 7-25-2006; Ord. No. 027355, § 5, 7-24-2007; Ord. No. 027781, § 7, 7-22-2008; Ord. No. 028256, § 5, 7-28-2009; Ord. No. 028690, § 1, 7-20-2010; Ord. No. 029160, § 3, 7-26- 2011; Ord. No. 029917, § 7, 7-30-2013; Ord. No. 030242, § 4(Exh. A), 7-29-2014; Ord. No. 030295, § 5, 9-23-2014; Ord. No. 030605, § 4, 9-8-2015) Page 16 Section 3. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. This ordinance and all revised water and wastewater rates included in this ordinance take effect on January 1, 2018. 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: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 17 Water Utility Rates City Council August 15, 2017 Rate Review Schedule Date Topic April 5, 2017 City Council Workshop June 21, 2017 City Council Workshop July 19, 2017 City Council Workshop August 15, 2017 August 22, 2017 City Council Meeting Water System 101 Water Utility Rate Model -- Update Water Utility Rate Model — Update 1st reading— Proposed Water Utility Rates 2nd reading — Proposed Water Utility Rates Assumptions for Water Rates • Proposed rates reflect a similar percent increase in volume charges for rate tiers • Rates rounded to nearest nickel for Retail customers • Rates based on a 'Cost of Service' model • Zero growth in usage per customer • 0.5% growth in number of connections • Utility Revenue Bonds - None will be issued for the remainder of FY17, or FY18 - Will be issued for FY19 • Does not include funding for proposed 2018 Bond issue • Applies to all rate classes 2-6,000 Proposed Water Rate Summary Usage (gallons) Current Proposed % increase from current DEMAND CHARGE: ICL Residential & Commercial Minimum Chg 12.14 13.15 OCL Residential & Commercial Minimum Chg 14.57 15.75 CUSTOMER CLASS: OCL Wholesale Public Agency OCL Residential OCL Commercial OCL Large Volume ICL Treated Lg Volume 0+ 0+ 1.33 1.41 1.93 2.24 6-15,000 15,000 + 2,000 + 10 million + 10 million + 2.34 2.92 3.65 3.01 2.00 5.69 2.55 3.15 3.95 3.60 2.40 6.00 ICL Residential 2-6,000 6.07 6.60 6-15,000 6.98 7.55 15,000 + 7.59 8.20 ICL Commercial Raw Water Cost Adj (RWCA) Raw Water Development Charge 2,000 + per 1,000 per 1,000 6.78 0.94 0.05 7.20 0.99 * 0.05 8.3% 8.1% 5.6% 15.9% 9.0% 7.9% 8.2% 19.6% 20.1% 5.4% 8.7% 8.2% 8.0% 6.2% 5% 0.0% * Same as July 21 workshop; differs from August 7 City Manager Memo regarding Water Utility Rates 4 Assumptions for Wastewater Rates • Wastewater rates tiered - billed based on actual water use (25,000 gallons cap) • Winter quarter averaging no longer used • "Rounding up" wastewater rates to nearest nickel • $12 million will be added to Wastewater Operating for 'pay as you go' Collection System Repair and Replacement Program • Rates based on a 'Cost of Service' model • Utility Revenue Bonds - None will be issued for the remainder of FY17, or FY18 - Will be issued for FY19 • Does not include funding for proposed 2018 Bond issue • Applies to all rate classes Proposed Wastewater Rate Summary RESIDENTIAL— Inside City Limits Current - Winter Qtr. Averaging Proposed -based on actual water usage Minimum charge—first 2,000 gallons $34.03 $32.60 Per 1,000 up to 25,000 $6.69 2,000 — 6,000 gallons 6,001— 15,000 gallons 15,001— 25,000 gallons $ 3.25 $ 4.85 $ 7.25 6 Inc (Dec) Water Utility Rates RESIDENTIAL— Inside City Limits SAMPLE BILL WATER Monthly Water Usage Current PROPOSED Inc (Dec) 3,000 gallons $21.19 $22.34 $1.15 4,000 gallons $28.25 5,000 gallons $35.31 $29.98 $1.73 $37.53 $2.22 8,000 gallons $58.32 $62.91 $4.59 WASTEWATER Winter Quarter Avg or Monthly Water Usage Current (Winter Qtr Avg) PROPOSED (Monthly Water Usage) 3,000 gallons $40.72 4,000 gallons $47.41 5,000 gallons $54.10 8,000 gallons $74.17 $35.85 ($4.87) $39.10 ($8.31) $42.35 ($11.75) $55.30 ($18.87) 7 Questions? AGENDA MEMORANDUM Public Hearing and Future Item for the City Council Meeting of August 15, 2017 Action Item for the City Council Meeting of August 22, 2017 DATE: August 2, 2017 TO: Margie C. Rose, City Manager FROM: Mike Markle, Chief of Police mikema@cctexas.com 361-886-2603 Public Hearing for and Resolution approving the FY 2017/2018 budget for the Corpus Christi Crime Control and Prevention District. CAPTION: Public Hearing for and resolution approving the FY 2017/2018 budget for the Corpus Christi Crime Control and Prevention District. PURPOSE: Hold a public hearing and approve the Crime Control and Prevention District FY2017/2018 budget. BACKGROUND AND FINDINGS: Provisions of the Local Government Code section 363.205 require that the governing body of the political subdivision that created the Crime Control and Prevention District shall hold a public hearing on the proposed annual budget to receive public comment and approve or reject the budget submitted by the Board of Directors of the Corpus Christi Crime Control and Prevention District. On November 4, 1997, the voters established the Crime Control and Prevention District for 5 years beginning April 1, 1998. The voters renewed the District on November 6, 2002 for five years, on April 14, 2007 for ten years and on November 8, 2016 for ten years. This continues the 1/8th-cent sales tax to fund the District and provide additional funds to enhance law enforcement efforts in the City of Corpus Christi. The Crime Control and Prevention District held a public hearing on June 21. 2017 and the Board adopted the budget on the same day and amended on July 26, 2017 due to the increased cost of retirement and insurance, figures that were not available in June. The budget must now be submitted to the City Council for approval. The City Council must hold a public hearing in accordance with notice and all other procedures required by law. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Finance FINANCIAL IMPACT: Fiscal Year: 2017- 2018 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $6,497,826 $6,497,826 BALANCE $6,497,826 $6,497,826 Fund(s): 9010 — Crime Control and Prevention District fund Comments: Revenues of $6,628,500 are budgeted to support the expenditures. RECOMMENDATION: Staff recommends approving the budget LIST OF SUPPORTING DOCUMENTS: Budget adopted by the Crime Control and Prevention District Board of Directors Resolution Approving the Crime Control and Prevention District Budget Presentation CITY OF CORPUS CHRISTI, TEXAS Crime Control and Prevention District FY 2017-2018 Adopted Budget eilIP-Niiir to ci „mi. 4 pA .. . roast,,,.. ,i. 4. DISTRICT *\ Adopted: June 21, 2017 Revised: July 26, 2017 Crime Control & Prevention District FY 2015/2016 Actual Revenues & Expenditures FY 2016/2017 Year End Revenue & Expenditure Estimates FY 2017/2018 Adopted Budget Actuals Amended Estimated Adopted 2015/2016 2016-2017 2016-2017 2017/2018 Beginning Balance Revenues Sales Tax 6,044,548 4,884,816 4,884,816 3,655,801 6,601,264 6,900,000 6,562,872 6,628,500 Interest on Investments 21,813 8,700 8,700 - Net Inc./Dec. in FV of Investm (1,731) - Miscellaneous 1,045 - Transfer from Other Funds - LGLLB 4,587 Juvenile Drug Testing 4,670 8,000 8,000 Total Current Revenues Total Funds Available Expenditures 6,631,649 6,916,700 6,579,572 6,628,500 12,676,197 11,801,516 11,464,388 10,284,301 Police Officer Costs 5,654,966 6,353,595 5,929,101 6,392,940 Police Officer Trainee Intern 93,905 - - Pawn Shop Detail 163,199 212,500 160,004 Public Safety Veh. & Equip. 1,049,656 881,123 881,123 - Police Academy Costs 142,841 - - Election Costs - 75,000 75,000 - Juvenile Assessment Center 460,184 490,101 490,101 Crime Prevention 168,500 188,869 188,869 Juvenile City Marshals 58,130 84,389 84,389 - Reserve Appropriation - 150,000 - 104,886 Adopted: 6/21/17 Revised: 7/26/17 Total Expenditures 7,791,381 8,435,577 7,808,587 6,497,826 Ending Balance 4,884,816 3,365,938 3,655,801 3,786,475 Surplus/(Deficit) (1,159,732) (1,518,877) (1,229,015) 130,674 Page 1 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT POLICE OFFICER COSTS - 11711 EXPENDITURE BUDGET Account Description Actuals 2015/2016 Amended 2016-2017 Estimated Adopted 2016-2017 2017/2018 Salaries and Wages Overtime Other Pay Retirement Group Insurance Benefits Other Employee Benefits Chemical/Household Supplies Clothing Fuel & Lubricants Food and Food Supplies Minor Tools & Equipment Office Supplies Maintenance & Repairs Professional Services Vehicle Repairs Telephone/Telegraph Service Equipment Maintenance Police Supplemental Insurance Police Vision Insurance Sworn Employee - Dental Self Insurance Allocation FTES: FY 2011/2012 - 50 Police Officers FY 2012/2013 - 50 Police Officers FY 2013/2014 - 50 Police Officers FY 2014/2015 - 63 Police Officers FY 2015/2016 - 63 Police Officers FY 2016/2017 - 63 Police Officers FY 2017/2018 - 63 Police Officers 3,422,367 288,099 177,305 994,807 377,856 33,192 61,362 53,903 1,152 32,344 90 6,020 14 15,831 973 6,500 5,656 27,840 148,440 5,654,966 3,423,850 332,229 225,000 1,099,176 538,091 32,746 300 101,202 175,000 1,000 148,563 1,200 300 2,500 300 17,550 1,000 6,500 5,292 34,020 207,777 6,353,595 3,410,496 256,003 180,551 945,722 538,091 32,746 200 55,720 94,968 803 140,594 1,000 150 2,800 150 16,042 750 7,210 6,188 31,140 207,777 5,929,101 3,488,998 332,229 225,000 1,184,943 722,368 33,059 300 55,720 65,000 1,000 55,000 1,200 300 2,500 300 17,550 1,000 7,440 6,720 33,840 158,473 6,392,940 * 2% pay increase as per Police contract Adopted: 6/21/17 Revised: 7/26/17 Page 2 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT POLICE OFFICER TRAINEE INTERN -11712 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2015/2016 2016-2017 2016-2017 2017/2018 Salaries & Wages Overtime Retirement FY 2013/2014 FY 2014/2015 FY 2015/2016 FY 2016/2017 FY 2017/20/8 Totals 75,488 18,417 MP MI de 93,905 - 5 Police Officer Trainee Interns - 5 Police Officer Trainee Interns - 5 Police Officer Trainee Interns - 0 Police Officer Trainee Interns - 0 Police Officer Trainee Interns Adopted: 6/21/17 Page 3 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT PAWN SHOP DETAIL -11713 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2015/2016 2016-2017 2016-2017 2017/2018 Salaries and Wages Overtime Other Pay Retirement Group Insurance Benefits Other Employee Benefits Minor Tools & Equipment Minor computer equipment Minor Office Equipment Office Supplies Professional services Non -Capital Lease Payments Travel Self Insurance Allocation FTES: FY 2011/2012 - 4 ftes FY 2012/2013 - 4 ftes FY 2013/2014 - 4 ftes FY 2014/2015 - 4 ftes FY2015/2016-4ftes FY 201612017-4ftes FY 2017/2018 - 4 ftes Adopted: 6/21/17 Revised: 7/26/17 106,285 112,164 74,749 779 3,000 1,000 579 1,000 551 27,057 32,073 19,934 13,344 21,010 21,010 2,100 2,079 2,079 - 4,100 4,000 - - 295 167 500 250 2,224 2,500 2,020 - 21,758 21,758 1,256 1,278 1,319 - 2,000 2,000 9,408 9,038 9,038 M. Totals 163,199 212,500 160,004 Page 4 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT PUBLIC SAFETY VEHICLES & EQUIPMENT - 11717 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2015/20/6 2016-2017 2016-2017 2017/2018 Minor Tools & Equipment 433,672 244,277 231,517 Computer Equipment and software 14,373 - Professional Services 1,200 - Interdepartmental - services 16,826 - Vehicles & Machinery 269,198 345,092 346,240 Improvements Other than Building 236,837 270,486 265,486 Other Equipment 77,551 38,880 37,880 M. Totals 1,049,656 898,735 881,123 FY 2014/2015 - 5 replacement vehicles FY 2014/2015 - 4 additional vehicles FY 2015/2016 - 6 replacement vehicles FY 2016/2017 - 4 replacement vehicles FY 2017/2018 - 0 replacement vehicles Adopted: 6/21/17 Page 5 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT POLICE ACADEMY COSTS - 11718 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2015/2016 2016-2017 2016-2017 2017/2018 Salaries & Wages Overtime Retirement 113,457 188 29,196 Totals 142,841 Police Officer Trainees FY 2013/2014 - 5 Police Officer Trainees FY 2014/2015 - 5 Police Officer Trainees FY 2015/20/6 - 5 Police Officer Trainees FY 2016/2017 - 0 Police Officer Trainees FY 2017/2018 - 0 Police Officer Trainees Adopted: 6/21/17 Page 6 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT ELECTION COSTS - 49001 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2015/2016 2016-2017 2016-2017 2017/2018 Professional Services Totals Adopted: 6/21/17 Revised: 7/26/17 120,000 75,000 120,000 75,000 Page 7 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT JUVENILE ASSESSMENT CENTER - 49002 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2015/2016 2016-2017 2016-2017 20/7/2018 Salaries and Wages Overtime Other Pay Retirement Group Insurance Benefits Other Employee Benefits Books & Periodicals Food & Food Supplies Minor Tools & Equipment Minor Office Equipment Office Supplies Maintenance & Repairs Maintenance Supplies Professional Services Postage & Express Charges Rentals Mileage Reimbursement Non -Capital Lease Payments Telephone/Telegraph Service Building Maintenance & Service Memberships, Licenses & Dues Training - Supervisory Training - General Printing Advertising & PR Printing Outside Print Shops Travel Self Insurance Allocation FTES: FY 2011/2012 - 6.6 ftes FY 2012/2013 - 6.6 ftes FY 2013/2014 - 6.6 ftes FY 2014/2015 - 6.6 ftes FY 2015/2016 - 6.6 ftes FY 2016/2017 - 6.6 ftes FY 2016/2017 - 0 ftes Adopted: 6/21/17 241,577 255,499 255,499 603 500 500 1,267 3,500 3,500 57,515 71,648 71,648 21,899 27,631 27,631 3,480 3,431 3,431 34,975 7,200 7,200 - 100 100 409 100 100 3,219 3,223 3,000 - 100 100 10,248 14,988 10,000 235 235 52,322 70,109 70,109 3,122 4,000 4,000 361 4,900 4,900 9,915 7,035 7,035 - 100 100 135 550 550 - 1,950 1,950 373 300 300 1,796 800 800 1,509 2,500 2,500 15,457 14,913 14,913 in In in ni Totals 460,184 495,313 490,101 Page 8 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT CRIME PREVENTION - 49008 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2015/2016 2016-2017 2016-2017 2017/2018 Salaries & Wages Overtime Retirement Group Insurance Benefits Other Employee Benefits Food and Food Supplies Minor tools & Equipment Minor Office Equipment Office Supplies Maintenance & Repairs Professional services Postage & Express Charges Non -Capital Lease Payments Membership, Licenses, & Dues Training - General Printing Advertising & PR Printing Outside Print Shops Travel Self Insurance Allocation FTES: FY 2013/2014 - 3 ftes FY2014/2015-3ftes FY 2015/2016 - 3 ftes FY 2016/2017 - 3 ftes FY 2017/2018 - 0 ftes Adopted: 6/21/17 Revised: 7/26/17 104,671 26,815 8,904 1,584 84 1,767 1,172 54 8 1,144 8,581 1,049 5,611 7,056 110,591 2,000 31,086 29,404 11,234 11,234 1,559 1,559 - 12 3,925 3,425 2,000 1,882 3,500 2,000 300 50 2,000 970 2,500 1,090 20,281 12,964 5,000 3,000 3,300 2,970 6,779 6,779 111,530 Totals 168,500 206,055 188,869 Page 9 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT JUVENILE CITY MARSHALS - 49010 EXPENDITURE BUDGET Account Description Actuals Amended Estimated Adopted 2015/2016 2016-2017 2016-2017 2017/2018 Other Employee Benefits Professional Services Self Insurance Allocation FTES: FY 2011/2012 - 3 ftes FY 2012/2013 - 3 ftes FY 2013/2014 - 3 ftes FY 2014/2015 -1 fte FY 2015/2016 -1 fte FY 2016/2017 -1 fte FY 2017/2018 - 0 fte Adopted: 6/21/17 1,584 1,559 1,559 49,490 96,357 76,051 7,056 6,779 6,779 Totals 58,130 104,695 84,389 Page 10 CITY OF CORPUS CHRISTI CRIME CONTROL & PREVENTION DISTRICT RESERVE APPROPRIATION - 80000 EXPENDITURE BUDGET Account Description Actuals 2015/2016 Amended 2016-2017 Estimated 2016/2017 Adopted 2017/2018 Reserve Appropriation Totals 133,000 104,886 - 133,000 - 104,886 Page 11 Resolution Approving the FY 2017-2018 budget for the Corpus Christi Crime Control and Prevention District Whereas, the Crime Control and Prevention District Board held a public hearing on June 21, 2017 and the Board adopted FY 2017-2018 budget on the same day; Whereas, the Crime Control and Prevention District Board amended the adopted FY 2017-2018 budget on July 26, 2017; and Whereas, the City Council of the City of Corpus Christi held a public hearing on the budget adopted by the board on August 15, 2017. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS SECTION 1. The fiscal year 2017-2018 budget for the Corpus Christi Crime Control and Prevention District is approved. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor 1 Corpus Christi, Texas of The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey -Opel Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn 2 Corpus Christi Crime Control and Prevention District FY2018 Proposed Budget co : psn':`. `at ,4fs l 1 0 2 DISTRICT Council Presentation 08.15.2017 Crime Control & Prevention District FY 2018 Proposed Budget • Continued focus on Core Program — 63 Police Officers Crime Control & Prevention District FY 2018 Proposed Budget • Assignment of 63 Police Officers — 8 Directed Patrol Officers — 10 Gang Unit (JET) Officers — 3 Moped Officers — 2 Traffic Safety Officers — 1 Narcotics Officer (with a drug dog) — 1 Crime Stoppers Officer — 36 Patrol Officers (enhance patrol response) — 2 Patrol Lieutenants Crime Control & Prevention District FY 2018 Proposed Budget • Total Expenditures $6,497,826 • Total Revenues $6,628,500 • Ending fund balance $3,786,475 • Budget reductions to bring expenditures more in line with revenue: — Eliminated Pawn Shop Detail — Eliminated Replacement Vehicles — Eliminated Crime Prevention — Eliminated Juvenile Assessment Center — Eliminated Juvenile City Marshalls Crime Control & Prevention District FY 2018 Proposed Budget July 26 — CCCCPD public hearing & budget adoption August 15 - City Council Public Hearing and Future reading August 22 — City Council approves or rejects Resolution for CCCCPD Budget Crime Control & Prevention District FY 2018 Proposed Budget QUESTIONS AGENDA MEMORANDUM Action Item for the City Council Meeting of August 22, 2017 DATE: August 17, 2017 TO: Margie C. Rose, City Manager FROM: Daniel McGinn, AICP, CFM, Assistant Director of Planning and ESI Daniel M c© cctexas. com (361) 826-7011 Planning Services North Beach Redevelopment Initiative CAPTION: Motion authorizing the City Manager, or designee, to execute an amendment to a contract for planning services with Gateway Planning, Inc. of Dallas, Texas in an amount not to exceed $10,000 for a total restated fee of $59,900. PURPOSE: The purpose of this amendment is to amend the existing contract with Gateway Planning to allow for additional work on the North Beach Redevelopment Plan. The proposed work will include a design workshop along with modifications to the land development plan, capital improvement project list, and 3D model for the North Beach area. BACKGROUND AND FINDINGS: The realignment of the Harbor Bridge and associated freeway system creates numerous challenges to the community but also offers tremendous opportunity for growth and redevelopment. In order to seize this moment and take full advantage of opportunities on North Beach, the City hired Gateway Planning to lead a planning effort that outlined redevelopment concepts and engaged the North Beach community for input. Staff has been working with Gateway Planning on this project for several months and was intending to wrap up the project with the adoption of the Downtown Area Development Plan. Additional redevelopment concepts have come forward which will require a design workshop and update to the planning documents to ensure all redevelopment ideas have been considered for the North Beach area. The proposed amendment will allow staff and the consultant team to fully vet these additional concepts so they can be incorporated into the latest draft of the plan. ALTERNATIVES: Not approve the proposed amendment to the Planning contract. OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Project is consistent with goals and objectives identified within Plan CC. EMERGENCY / NON -EMERGENCY: Emergency. DEPARTMENTAL CLEARANCES: Planning and ESI, Legal. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount $49,900 0 $49,900 This item $10,000 0 $10,000 BALANCE $59,900 0 $59,900 Fund(s): Comments: The original contract amount was for $49,900, the proposed amendment with a do not exceed amount of $10,000, would bring the total amount up to $59,900. RECOMMENDATION: Approval. LIST OF SUPPORTING DOCUMENTS: Amended Contract MEMORANDUM TO: Daniel McGinn, AICP, CFM Assistant Director of Planning FROM: Kelsey Berry, Principal Scott Polikov, Principal DATE: August 17, 2017 SUBJECT: North Beach Contract Amendment Per the request of the City to analyze detailed economic development opportunities on North Beach, the following scope and budget is proposed: 1. Technical working session to assess catalytic project potential in terms of economic development and infrastructure, including one (1) revision of catalytic plan and 3D SketchUp model; 2. Refinement of plan to reflect infrastructure priorities; and 3. Conference calls to facilitate next steps. Tasks 1 and 2 will be billed on a fixed fee basis and Task 3 billed on an hourly basis. Total budget not to exceed $10,000.00. Thank you for the opportunity to serve the Corpus Christi North Beach neighborhood! Kelsey Berry, Principal Scott Polikov, Principal www.gatewayplanning.com 1 3100 McKinnon Street 7th Floor 1 Dallas TX 1 75201 1 817.348.9500 GATEWAYPLANNING • V 1 A l r A a f a U► ► A f 1 M t PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") Is entered Into as of the effective date (the "Elfecdve Date"). by and between GATEWAY PLANNING GROUP. INC. ("Contactar"). tooted at 3100 McKinnon Street. 7'" Roar, Dallas Texas 75201, and CITY OF CORPUS CHRISTI, Texas ("Client"). located at 1201 Leopard St. Corpus Christi. TX 78401-2825. attention Daniel McGinn I. ENGAGEMENT. Client hereby retains Contactor and Contractor hereby accepts engagement from Client to provide services for the Area generally ailed North Beach set forth in the tasks delineated on Schedule "1". attached hereto (the "Services!). 2. COMPENSATION. Client shall pay Contractor a total fee and reimbursables not to exceed $49,900.00 based an the tasks set forth in Schedule "1", Including addidonal approved hourly charges for tasks described In Schedule "I" as directed by Client. as well as reimbursable expenses. including. without limTtadon, travel. lodging. reprographics. facilities rental. workshop supplies, and ptotdng. Contractor shall invoice client on a monthly basis pursuant to a n percentage completion of the tasks delineated in Schedule t "1' . along with hourly charges and reimbursable expenses ) lc) incurred to date. Ail invoices shall be due upon presentation erand payable within thirty (30) days. sanesa 4_61 shell—be—added--ao—dursrnetina due. Hourly services underuken by Contactor and authorized by Client shall be 4'0d compensated at the rate of $350.00 per hour for senior prinedpals. 527500 per hour for senior planners, $200.00 per hour for planners, and 815040 per hour for associate planners. unless otter arrangements are made by muwal agreement. Contactor may sub -contact any pardon riche Services set forth on Schedule "1"; provided, however, any increase in fees or compensation due to the use of such sub- camnacted services shall be approved in writing and by Client. 3. PROFESSIONAL STANDARDS. Contactor shall be responsible, to the high level of competency presently maintained by other pracddng professionals in the same type of work In C cent's community, for the professional and technical soundness. accuracy. and adequacy of the work furnished under this Agreement 4. TERMiNATION. Either Client or Contractor may terminate this Agreement by giving 30 days written nodce to the other party. in such event. Client shall forthwith lay Contractor in full for all work prevlousty authorized and performed prior to the effective date of termination. If no notice of termination is given. relationships and obligations created by this Agreement shall be terminated upon completion of all applicable requirements of this Agreement 5. ACCE TO RECORDS and WORKPRODUCT. Contractor agrees that Client shall. uni expiration done (1) year after final payment by Client to Contractor. have access to and the right to examine and photocopy direcdy pertinent documents. papers and records of Contractor involving transactions relating to this Agreement to the extent applicable and subject to the Texas Public Information Act. Upon forty-eight (48) hours notice. Contractor shall give Client access during normal working hours to all necessary facilities and shall be provided adequate and appropriate work space in order co conduct audits In compliance with the provisions of this section. Contractor at all times shag retain co -ownership of all final work product resuldng from this Agreement and may utilize it far marketing, Contractor shall retain sole ownership of source files. digital Feces, drafts and working documents for all work product. unless otherwise agreed to by the parties. 6. INSURANCE. During the term of this Agreement and for two (2) years thereafter. Contractor shall keep in force General Liability and Professional Liability insurance coverage up to $1.000,000.00 per occurrence and 51,000.000.00 in aggregate total coverage. respecdvely. 7. ENTIRE AGREEMENT/ MODIFICATION This Agreement. including Schedule "1 ", attached, Is die entire agreement between the parties and supersedes ail prior negodadons. agreements and understanding retadng to the PROFESSIONAL. SERVICES AGREEMENT Page I subject matter of this Agreement This Agreement may only be modlfled or amended In writing. Email carnmuniatdon constitutes a writing if intended by both patties to be a writing under this paragraph. 8. ASSIGNMENT, Clientunderstands chat kmay not assign this Agreement or its rights hereunder, ar delegate any or ail of Its dudes under this Agreement without written authorization from Contractor. Except for the use of sub• contractors to perform services, Contractor understands that it may not assign thls Agreement or its rights hereunder. without written authorhsdon from Client 9. LEGAL EXPENSES. In the event that legal acdon is taken by either party to enforce any rights or remedies under this Agreement it is hereby agreed that the successful or prevallrng party shall be entted to receive any costs, disbursements and reasonable attorney's fees. 10. SEVERABIUTY. In the event that any ane or more of the provisions contained in this Agreement shall be held Invalid. illegal or unenforceable In any respect. this Agreement shall be construed as if such invalid. illegal or unenforceable provisions had never been contained herein, and the enforceability of the remaining provisions committed herein shall not be impaired thereby. ;i'I. BINDING EFFECT, The pardes to this Agreement further agree that the promises, covenants, and conditions herein shall be binding upon the parties to thls Agreement their heirs, assigns, successors, administrators, and representatives forever. 12. INDfl441RCATION AND NQLD HAR1 J5S. GATEWAYPLANNING • vPA I IA G•our riit..w6I Contractor agrees to indemnify Client and hold the Client its assigns, successors. administrators, and representatives harmless of and from any and all claims. actions. liabilities, losses, damages, suits er causes of sedan brought by any third parry, person or endty as a result of any Incident event or occurrence giving rise to such cairns, to die extent such chims. acdons, iiabitides, losses. damages, suits or cruses of action ara caused by any negllgens act, error or omission of the Contractor or any person or organlxadon for whom Contractor is legally Iiabie. 13. LIMITATION OF UABILITY, Contractor's liability for any cause or combinadon of causes is. in the aggregate, Gaited to an amount no greater dtan the lee paid to Contractor hereunder or available insurance coverage delineated herein, whichever is greater. 14. GOVERNING LAW. It Is understood and agreed by the pardes that this Agreement stall be governed by and enforced In accordance with the laws of the Stas of Texas. 15. Contractor is not providing legal services nor engineering services in anyway; accordingly, legal or engineering review of the Contractor's work may be necessary. Contractor is not giving advice or malting recommendations with regard to municipal securities or financial products. 11 such advice or reconunendations are needed, the Client should retain a Municipal Advisor registered with the Securities and Exchange Commission. PROFESSIONAL SERVICES AGREEMENT Page= GATEWAYPLANNING V I• L r• C 1 O J t FIIHII IN WITNESS WHEREOF, this Agreement was executed by the parties as of the Effective Date. GATEWAY PLANNING GROUP, INC. 8y: Date: July 15, 2016 Scott Palikov Its: President e.ReAtsu 9 a►. 167 Date:J iAMA- Mqv ; e Ci dpi e. C i y 11,10,1,-) eL- Approved as to form. f +( tif?t/ By 64tfL $r, ista('st City Attorney For City Attorney PROFESSIONAL SERVICES AGREEMENT Pat 3 GATEWAYPLANNING V I A L f A GIGO* ► A 1 111 E Schedule " I" Gateway Planning Group. Inc shall undertake the tasks and provide the deliverables u follows: a. prepare for and facilitate I -day work session and exploration on the ground and select stakeholder meedngs for kickoff $ 4,750 b Prepare sector -area framework plan, understand infrastructure implications (streets. base flood. etc. from available City Information) and analyze range of development patterns given context. Impacts bridge relomdon. community vision and market potential $ 6.625 c. Prepare for and undertake one day of stakeholder interviews Including work session with City Council to advance context, vision and framework analysis of redevelopment potential $ 6.250 d. Develop detailed neighborhood plan at block and building sole based on community input and development potential as welt as Identification of conceptual key capital infrastructure projects (coordinate with City Engineer to develop rough estimates of probable cost) $ 12.750 e. Undertake review session with staff by GoTo Meeting and undertake one revision (Extra Meetings and Revisions Hourly) $ 3.625 f. Prepare 3D sketchup model with massing detail (but limited architectural detail) of plan (provide City model) $ 10.650 g. Present vision to community meedng $ 3,250 PROFESSIONAL SERVICES AGREEMENT Pap 4 AGENDA MEMORANDUM Future item for the North Padre Island Development Corporation Meeting of August 15, 2017 Action item for the North Padre Island Development Corporation Meeting of August 22, 2017 DATE: July 281h, 2017 TO: Board of Directors North Padre Island Development Corporation FROM: Keith Selman, Assistant City Manager Keithse©cctexas.com (361) 826-3232 Special North Padre Island Development Corporation Meeting CAPTION: Special meeting of the North Padre Island Development Corporation. PURPOSE: This is a special meeting of the North Padre Island Development Corporation. BACKGROUND AND FINDINGS: The first item for this meeting is Election of Officers, whose terms expired July 31. Regular items for this meeting include minutes and financial report. Special Items for this meeting include: - Investment Strategy and Policy - Investment Plan - FY 2018 TIRZ #2 Budget ALTERNATIVES: Do Not Approve These Items OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: EMERGENCY / NON -EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: TIRZ #2 Board Island Strategic Action Committee "ISA C" City of Corpus Christi Engineering Department City of Corpus Christi Finance Department City of Corpus Christi Legal Department 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 these Items. LIST OF SUPPORTING DOCUMENTS: Meeting Agenda Minutes Treasurers Report NPIDC Memo — Investment Policy and Strategy Resolution City Investment Policy (66 Pages) NPIDC Memo — Investment Plan Resolution NPIDC Memo - Budget FY 17-18 TIRZ#2 Budget Spreadsheet FY17-18 TIRZ#2 Budget INFORMAL STAFF REPORT MEMORANDUM DATE: August 1, 2017 TO: Board of Directors North Padre Island Development Corporation FROM: Eddie Houlihan, Director of Management and Budget EddieH@cctexas.com (361) 826-3792 PURPOSE: This item includes the FY 2018 Budget for the NPDIC and Tax Increment Reinvestment Zone #2. Action was taken at the TIRZ #2 Board Meeting and motion to amend may be necessary for any changes approved by the TIRZ #2 Board. ATTACHMENTS: FY 2018 Budget Cash Flow FY 2018 Budget — Reinvestment Zone #2 Ending TIF capital Ppm.% NM Bzlznce $ 963,594 $ 464,836 $ 462,430 $ 632,953 $ 79,997 $ 168,074 $ 28,233 $ 900,517 $ 1,072,652 $ 1242,938 $ 957,280 $ 2,363,453 $ 2,008188 $ 1279545 $ 1279 545 $ 1279545 $ 1279545 $ 1279 545 $ 1279 545 Reinves6nent Zone Number Two City of Corpus Christi Texas Packery Channel Projections Proposed Fiscal Year 2017-2018 Budget Tu FTE Beginning NM Taxable Captured Value TIF InMrest Total Annual cash Ending Veer TIF Fund Values Real Collections EamingzOFees a z Project Flow TI n0 Balance Pr0Pais ry ECPwesECPeises Balance 2000 2001 $ 82,695,893 (1) 2001 2002 $ 92,086,188 $ 10,905,193 $ 163,482 $ 354 $ 111,712 $ $ 52,124 $ 52,124 2002 2003 $ 52,124 $ 101,265,608 $ 20,531,573 $ 281,039 $ 1,544 $ 58,594 $ $ 223,989 $ 276,113 2003 2004 $ 276,113 $ 111377,838 $ 31,242,521 $ 460,542 $ 2,658 $ 168,833 $ $ 294,367 $ 570,480 2004 2005 $ 570,480 $ 148,690,968 $ 69,016,056 $ 1,015,239 $ 15,930 $ 503,177 $ $ 527,992 $ 1,098,472 2005 2006 $ 1098,472 $ 173610,137 $ 91,012,532 $ 1,333,540 $ 58,540 $ 672,150 $ $ 719,930 $ 1,818,402 2006 2007 $ 1,818,402 $ 252,025,820 $ 170,293,479 $ 2,332,093 $ 127,129 $ 817,482 $ $ 1641740 $ 3,460,142 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 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 2009 2010 $ 6857,092 $ 391127,739 $ 305,772,760 $ 3357,599 $ 29 $ 775,293 $ 1080,730 $ 1,501,605 $ 8,358,697 2010 2011 $ 8,358,697 $ 330,788907 $ 249,503,484 $ 2,803,583 $ 3,167 $ 1,157,358 $ 3,940,583 $ (2,291,191) $ 6,067,506 2011 2012 $ 6067,506 $ 299,932,835 $ 218,546,042 $ 2,399,907 $ 542 $ 1,224,045 $ 2634,725 $ (1,458,321) $ 4,609,185 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 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 2014 2015 $ 5,064,191 $ 362,775,885 $ 273,365,948 $ 2,880,930 $ 2 $ 1267,694 $ 1,695,498 $ (82,260) $ 4,981,931 2015 2016 $ 4,981,931 $ 409,700,308 $ 327,004 415 $ 3,405,002 $ 511 $ 1,310,344 $ 84,476 $ 2,010,693 $ 6,992,624 2016 2017 $ 6,992,624 $ 435,126,626 $ 352,430,733 $ 3,845,518 $ 302 $ 1349700 $ 117,755 $ 2,378,365 $ 9,370,989 2017 2018 $ 9,370,989 $ 476895,749 $ 394,199,856 $ 4,038755 $ - $ 1,385,150 $ 102,346 $ 2,551259 $ 11,922248 2018 2019 $ 11922,248 $ 4240,693 $ - $ 1,511,000 $ - $ 2729693 $ 14,651,941 2019 2020 $ 14,651,941 $ 4,452727 $ - $ 1,615200 $ - $ 2837,527 $ 17,489,468 2020 2021 $ 17,489,468 $ 4,675,364 $ - $ 1707200 $ - $ 2,968,164 $ 20,457,632 2021 2022 $ 20,457,632 $ 4,909,132 $ - $ 1,687225 $ - $ 3221 907 $ 23,679,539 $ 58,194,601 $ 378,360 $ 22,934,181 $ 11 959242 $ 23,679,539 (1) - Obtained from the TIF Detail Report for2008 from the N ueces County Tax Office_ Total Ending CUMULATIVE TIF Fund Balance Bond Dredging Maintenance Funds Available ResH4e Reserve ReSe a Other Projects Agma10 CAFR $ 52124 Agrees 10 CAFR $ 1239,707 Agrees to CAFR $ 1,035,316 $3,000,000 Agrees to COM $ 1360,902 $3,000,000 Agrees to CAFR $ 2,451,355 $3,000,000 Agreato CAM $ 3,540,139 $3,000,000 $ 540,139 Agrees to CAFR $ 5306,544 $3,000,000 $ 2306,544 Agrees to CAFR $ 6,885325 $1500000 $ 5385325 Agrees to CAFR $ 8,358,697 $1,500,000 $1,400,000 $ - $ 5,458697 Agrees tocaFR $ 6,968,023 $1,500,000 $1,400,000 $ - $ 4,068,023 Agrees to CAFR $ 5,681,837 $1500000 $2,500,000 $ 500,000 $ 1,181,837 Agrees to CAFR $ 6,155,812 $1,500,000 $2,912,874 $ 500,000 $ 1,242,938 Agreato CAFR $ 6021,471 $1,500,000 $3,064,191 $ 500,000 $ 957,280 Agrees to CAFR $ 7,345 384 $1,500,000 $2,981,931 $ 500,000 $ 2,363,453 Agrees to CAM $ 9,000,812 $1,500,000 $4,000,000 $ 500,000 $ 3,000,812 Fstmated $ 10,650,534 $1500000 $4,000,000 $ 500,000 $ 4,650,534 Fro,. Budget $ 13,201,793 $1500000 $4,000,000 $ 500,000 $ 7201793 $ 15,931 486 $1,500,000 $ 4,000 000 $ 500,000 $ 9,931,486 $ 18,769,013 $1,500,000 $ 4,000 000 $ 500,000 $ 12,769,013 $ 21,737,177 $1,500,000 $4,000,000 $ 500,000 $ 15,737,177 $ 24,959,084 $1,500,000 $ 4,000,000 $ 500,000 $ 18,959,084 Including released bond reserve $ 20,459,084 Recap of Expenditures for FY 2016-2017 Recap of Exoendluros for FY 2017-2018 P ackery Patrol Operations $ 106,106 Packery Patrol Operations 89.500 Administrative Costs 11,649 Administrative Costs 12.846 Total $ 117755 Total $ 102,346 Cao8al Ex 8enddures for FY 2016-2017 Expenses Encumbered Total Packery Channel Resimoms $ 16,067 $ 302,668 $ 318,735 P ackery Channel Misc Imps (Aerial photography) 1270 - 1,270 Packery Channel Monitoring 2015-2016 46,463 104,430 150,893 Packery Channel Mondonng 2016-2017 - 257,745 257,745 $ 63,800 $ 664,843 $ 728,643 REINVESTMENT ZONE NO. 2 FUND (1111) REVENUE DETAIL OF - ACCOUNT ACCOUNT ACTUALS BUDGET ESTIMATED PROPOSED NUMBER DESCRIPTION 2015-2016 2016-2017 2016-2017 2017-201a Unreserved Reserved for Encumbrances Reserved for Commitments BEGINNING BALANCE OPERATING REVENUE Taxes 300020 RIVZ#2 current taxes -City 300050 RIVZ#2 current taxes -County 300060 RIVZ #2 current taxes -Hospital 300110 RIVZ#2 deLinquent taxes -City 300140 RIVZ#2 deLinquent taxes -County 300150 RIVZ#2 deLinqnt taxes -Hospital 300210 RIVZ#2 P & I - City 300240 RIVZ#2 P & I - County 300250 RIVZ#2 P & I-HospitaL District Total Taxes TOTAL OPERATING REVENUE NON-OPERATING REVENUE 481,931 0 4,500,000 1,582,624 910,000 4,500,000 4,870,989 0 4,500,000 4,981,931 0 6,992,624 9,370,989 1,886,110 978,655 401,743 36,465 20,107 8,361 41,976 22,359 9,227 1,800,000 933,807 383,556 19,999 10,000 2,999 14,999 8,501 3,702 2,197,636 1,108,756 457,825 19,765 11,467 4,691 25,393 12,440 7,545 2,307,516 1,164,191 480,716 20,753 12,040 4,927 26,662 14,027 7,923 3,405,001 3,177,563 3,845,518 4,038,755 3,405,001 3,177, 563 3,845,518 4,038,755 Interest Income 340900 Interest on investments 511 0 302 0 Total Interest Income 511 0 302 0 TOTAL NON-OPERATING REVENUE 511 0 302 0 TOTAL REVENUE & INTERFUND CONTRIB 3,405,513 3,177,563 3,845,820 4,038,755 TOTAL FUNDS AVAILABLE 8,387,444 3,177,563 10,838,444 13,409,744 REINVESTMENT ZONE NO. 2 FUND (1111) EXPENDITURE DETAIL BY ORGANIZATION —ORG NUMBE ORGANIZATION ACTUALS BUDGET ESTIMATED PROPOSED NAME 2015-2016 2016-2017 2016-2017 2017-2018 Departmental Expenditures 12960 Packery Patrol Operations Total Departmental Expenditures Non -Departmental Expenditures 55000 Principal retired 55010 Interest 55040 Paying agent fees 60010 Transfer to General Fund Total Non -Departmental Expenditures TOTAL REINVESTMENT ZONE NO. 2 FUND (1111) RESERVED FOR ENCUMBRANCES RESERVED FOR COMMITMENTS UNRESERVED CLOSING BALANCE 55,898 107,245 106,106 89,500 55,898 107,245 910,000 394,650 5,694 28,578 990,000 353,700 6,000 11,649 106,106 89,500 990,000 353,700 6,000 11,649 1,070,000 309,150 6,000 12,846 1,338,922 1,361,349 1,361,349 1,397,996 1,394,820 1,468,594 1,467,455 1,487,496 910,000 4,500,000 1,582,624 0 0 4,500,000 4,500,000 4,870,989 7,422,248 6,992,624 9,370,989 11,922,248 Balance Available in Capital Project Fund: $1,277,073 Date: Time: Location: AGENDA NORTH PADRE ISLAND DEVELOPMENT CORPORATION SPECIAL MEETING Tuesday, August 22, 2017 During the meeting of the City Council beginning at 11:30 a.m. City Council Chambers, Corpus Christi City Hall 1201 Leopard Street Corpus Christi, Texas 78401 1. Call meeting to order. Secretary Rebecca Huerta calls roll. Board of Directors Greg Smith, President Joe McComb, Vice President Lucy Rubio Rudy Garza Michael Hunter Ben Molina Carolyn Vaughn Paulette Guajardo Debbie Lindsey -Opel Officers Margie C. Rose, Executive Director Rebecca Huerta, Secretary Paul Pierce, Asst. Secretary Constance P. Sanchez, Treasurer Alma Casas, Asst. Treasurer 2. Election of Officers 3. Approve minutes from the Board meeting on May 30, 2017 4. Treasurer's Report 5. Resolution adopting the City of Corpus Christi's Investment Policy, as amended, as the investment policy and investment strategy for the North Padre Island Development Corporation. 6. Discussion regarding the recommended Investment Plan with possible action authorizing a resolution for participation in TexPool. 7. Motion approving the Fiscal Year 2017-2018 Budget for the Reinvestment Zone Number Two, City of Corpus Christi, Texas 8. Public Comment 9. Adjourn. NORTH PADRE ISLAND DEVELOPMENT CORPORATION CITY HALL — COUNCIL CHAMBERS 1201 LEOPARD TUESDAY, MAY 30, 2017 DURING THE CITY COUNCIL MEETING BEGINNING AT 11:30 A.M. PRESENT MEMBERS Greg Smith, President Joe McComb, Vice President Rudy Garza Michael Hunter Ben Molina Carolyn Vaughn Paulette Guajardo Vacant ABSENT Lucy Rubio 1. STAFF Margie C. Rose, General Manager Keith Selman, Asst. General Manager Rebecca L. Huerta, Secretary Paul Pierce, Asst. Secretary Constance P. Sanchez, Treasurer Alma Casas, Asst. Treasurer Call meeting to order — President Smith called the meeting to order at 1:04 p.m. 2. Roll call — Secretary Huerta called the roll and verified that the necessary quorum of the board and the required officers were present to conduct the meeting. 3. Approve minutes from the Board meeting of January 17, 2017. — Ms. Vaughn made a motion to approve the minutes, seconded by Mr. Hunter and passed (Rubio was absent) 4. Treasurer's Report. —Treasurer Constance L. Sanchez provided an overview of the revenue and expenditures detail for the Reinvestment Zone No. 2 fund. Treasurer Sanchez and a board member discussed the status of the investment income progress and options to increase interest. 5. Public Comment - None. 6. Motion approving 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. — Assistant General Manager Keith Selman stated that the purpose of this item is to approve a one-year agreement between the City and TAMU-CC for Packery Channel Monitoring. This action was approved by the Island Strategic Action Committee (ISAC) and Tax Reinvestment Zone No. 2. Mr. Hunter made a motion to approve the motion, seconded by Ms. Vaughn. This Motion was passed and approved with the following vote: Smith, McComb, Garza, Hunter, Molina, Vaughn, and Guajardo, voting "Aye"; Rubio was absent. 7. Adjournment — The meeting was adjourned at 1:09 p.m. North Padre Island Development Corporation BALANCE SHEET June 30, 2017 ASSETS Cash and cash equivalents Total assets LIABILITIES AND FUND BALANCES Liabilities Accounts payable Fund balance Restricted North Padre Island Development Total fund balance $ 10,351,513 10,351,513 10,351,513 10,351,513 Total liabilities and fund balances $ 10,351,513 North Padre Island Development Corporation INCOME STATEMENT For the Nine Months Ended June 30, 2017 Revenues Taxes and business fees Earnings on investments Total revenues $ 3,563,103 12,326 3,575,429 Expenditures Community Development 30,453 Debt service Interest 176,850 Paying agent fees 500 Total expenditures 207,803 Excess (deficiency) of revenues over (under) expenditures 3,367,626 Other financing sources (uses) Transfer out Total other financing sources (uses) (8,737) (8,737) Excess (deficiency) of revenues and other financing sources over (under) expenditures and other uses 3,358,889 Fund balance at beginning of year 6,992,624 Fund balance at June 30, 2017 $ 10,351,513 INFORMAL STAFF REPORT MEMORANDUM DATE: August 15, 2017 TO: Board of Directors North Padre Island Development Corporation FROM: Constance P. Sanchez, Director of Finance constancep@cctexas.com (361) 826-3227 SUBJECT: Investment Policy and Investment Strategy PURPOSE: Staff is recommending a change in the investment plan for North Padre Island Development Corporation's (NPIDC) funds. The proposed plan is to invest 20% of the funds in a local government pool; 60% in 1 -year US treasuries; and 20% in 2 -year US treasuries. In order to invest in a local government pool, however, the Texas Government Code requires that NPIDC adopt an annual written Investment Policy and Investment Strategy. BACKGROUND AND FINDINGS: In order to participate in TexPool (which is a local government pool utilized by the City of Corpus Christi), the NPIDC is required to adopt by resolution both a written investment policy and an investment strategy (pursuant to Texas Government Code, Chapter 2256). Approval of this item is needed to adhere to this requirement. Since the City of Corpus Christi currently adopts an annual Investment Policy — that includes a section on investment strategy — it is recommended that NPIDC approve the City's Investment Policy by resolution. RECOMMENDATION: Approve the resolution as presented. ATTACHMENTS: Resolution — NPIDC Investment Policy and Strategy City of Corpus Christi's Investment Policy Resolution adopting the City of Corpus Christi's Investment Policy, as amended, as the Investment Policy and Investment Strategy for the North Padre Island Development Corporation. WHEREAS, the Texas Public Funds Investment Act requires the governing body of the North Padre Island Development Corporation (the "Corporation") to adopt an investment policy and investment strategy; WHEREAS, the Board of Directors of the Corporation (the "Board") has reviewed the City of Corpus Christi's Investment Policy as reviewed and reaffirmed by the City Council of the City of Corpus Christi (the "City Council") on December 20, 2016; and WHEREAS, the Board wishes to adopt the City of Corpus Christi's Investment Policy, with some amendments, as the investment policy and investment strategy of the Corporation; Therefore, be it resolved by the Board of Directors of the North Padre Island Development Corporation: Section 1. The Board has reviewed the City of Corpus Christi's Investment Policy and Investment Strategies as reviewed and reaffirmed by the City Council on December 20, 2016. A copy of the City of Corpus Christi's Investment Policy, which contains separate Investment Strategies, is attached to this resolution as Exhibit A and is incorporated by reference into this resolution as if set out here in its entirety. Section 2. The following amendments are made to the Investment Policy and Investment Strategies to correct and clarify certain provisions: (a) Document: Any reference to the "City" or "City funds" shall, when applicable and appropriate, be considered a reference to the "Corporation" or "Corporation funds" throughout the document. Any reference to the "City Treasurer" shall be replaced with "Assistant Treasurer of the Corporation" throughout. (b) Page 3, Section III. "Investment Officers" definition shall be amended to define the investment officers as "individuals designated by the Board of Directors of the Corporation to execute investment transactions. Positions include the Assistant Treasurer of the Corporation." (c) Page 10, Section VI. B. shall be renamed "Strategy" and shall only include the language of subsection 4 "Special Purpose Funds." Subsections 1-3 shall be deleted. (d) Page 12, Section VII.B. "Investment Officers" shall be amended to appoint the Assistant Treasurer as the Investment Officer for the Corporation. (e) Page 17, Section XIV. "Annual Adoption" shall be amended to replace "City Council" with "Board of Directors." Section 3. As amended by Section 2, the Board adopts the City of Corpus Christi Investment Policy as the investment policy and investment strategy of the Board. ATTEST: NORTH PADRE ISLAND DEVELOPMENT CORPORATION Rebecca Huerta, City Secretary Corpus Christi, Texas day of , 20 Greg Smith, President The above resolution was passed by the following vote: Greg Smith Joe McComb Paulette Guajardo Michael T. Hunter Debbie Lindsey -Opel Rudy Garza Ben Molina Lucy Rubio Carolyn Vaughn CITY OF CORPUS CHRISTI, TEXAS FINANCIAL SERVICES TABLE OF CONTENTS Page I. INTRODUCTION 1 II. PURPOSE 1 Ill. DEFINITIONS 2 IV. INVESTMENT OBJECTIVES 4 V. AUTHORIZED INVESTMENTS AND MAXIMUM MATURITY 5 VI. INVESTMENT STRATEGIES 9 VII. DESIGNATION OF RESPONSIBILITY 11 VIII. INTERNAL CONTROLS 12 IX. COMPETITIVE SOLICITATION 13 X. AUTHORIZED COUNTER -PARTIES 14 XI. COLLATERALIZATION 15 XII. SAFEKEEPING OF CITY SECURITIES 15 XIII. INFORMATION REPORTING/PORTFOLIO EVALUATION 16 XIV. BANKING SERVICES 17 XV. ANNUAL POLICY ADOPTION 17 XVI. GENERAL PROVISIONS 17 APPENDICES A. TEXAS PUBLIC FUNDS INVESTMENT ACT 1-31 B. CODE OF ETHICS 1-8 C. RESOLUTION 1-2 D. LEGAL DEFENSE AND INDEMNIFICATION OF CITY OFFICERS AND EMPLOYEES 1 INTRODUCTION The City of Corpus Christi shall invest all available monies in compliance with this Investment Policy as adopted by the City Council and authorized by the Public Funds Investment Act. Effective cash management is recognized as essential to good fiscal management. An aggressive cash management program will be pursued to maximize interest earnings as a viable and material revenue source. The City's portfolio shall be designated and managed in a manner responsive to the public trust and consistent with local, state and federal law. Investments shall be made with the primary objective of: • Preservation of capital and protection of principal; • Maintenance of sufficient liquidity to meet operating needs; • Security of city funds and investments; • Diversification of investments to minimize risk while maximizing interest earnings; and • Maximization of retum on the portfolio. Eamings from investments will be used In a manner that will best serve the interests of the City of Corpus Christi. Investments shall be made with judgment and care, under prevailing circumstances, that a person of prudence, discretion and intelligence would exercise in the management of that person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. IL PURPOSE A. Authorization This Investment Policy is authorized by the City Council in accordance with Chapter 2256, Subchapter A of the Texas Government Code - The Public Funds Investment Act (the "Act" attached and incorporated as Appendix A). B. Scope This Investment Policy applies to all funds of the City, excluding pension funds, with regard to investing the financial assets of Funds, including, but not limited to: General Fund Special Revenue Funds Enterprise Funds Internal Service Funds Special Purpose Funds (within the control of Investment Officers) Capital Improvement Funds (including Bond Proceeds, Bond Reserves, Debt Service, Commercial Paper and any other debt instrument) In addition to this Policy, the investment of Bond Funds, Debt Service, and Reserve Funds shall be managed (Including the yield calculation thereon) by 1 their governing ordinances and Federal law, including the Tax Reform Act of 1986 and subsequent legislation. C. Review and Amendment This Policy shall be reviewed and adopted no Tess than annually by the City Council on or before December 31 of each calendar year. Amendments must be adopted by the City Council. The City Council shall adopt a written instrument by ordinance or resolution stating that it has reviewed the Investment Policy. This ordinance or resolution shall record any changes made to the Investment Policy. III. DEFINITIONS Authorized Broker/Dealer - Primary dealer and regional firms that have been selected by the federal underwriters to distribute their securities. Each authorized firm in a Broker/Dealer will offer the issue at the price authorized by the governmental agency on the initial market issuance. Authorized City Representatives — Investment Officers and City Officers authorized to execute transactions are designated in the attached and incorporated Appendix A on behalf of the City. (Specific positions so authorized are the City Treasurer, Investment Analyst, Controller, Chief Accountant, Assistant Director of Financial Services and Director of Financial Services). Authorized Investment — Authorized investments defined by this Policy with a maximum maturity are approved by the Investment Committee and City Council. All Policy authorized securities are listed in Section V. Collateral - Securities pledged by a banking institution or sold under a repurchase agreement, to guarantee City assets. All collateral must be AAA rated. The City requires U.S. Treasuries, U.S. Agency Securities or municipal obligations as collateral so that the market values can be readily determined at any point in time. Collateral requirements are defined in Section XI. Cusip Number - A cusip is a 9 -character alphanumeric code which identifies a financial security for purposes of facilitating Bearing and settlement of trades. Custodian — An approved independent custodian charged with the safekeeping of securities owned by or pledged to the City. An independent custodian is one not affiliated with any pledging institution or counter -party. Director of Financial Services - The Director of Financial Services is the Municipal Finance Officer responsible for City investments, but not designated as an Investment Officer. The Director of Financial Services may designate the Assistant Director of Financial Services, Controller or Chief Accountant to assist in this process. Excess Cash Balances - Collected bank balances not needed to pay estimated check clearings. Failed Transaction — A transaction in which an investment is not delivered to an institution for operational or availability reasons. The security would fail to be delivered to the Custodian. 2 Institution - Any firm, bank, bank holding company, broker/dealer or Public Funds Investment Pool that offers to sell/buy a financial transaction/security to the City. All such firms must complete a Policy certification as stated by this Policy. Investment Advisor — SEC registered investment advisor contracted by the City to assist in the portfolio management process, reporting and treasury operations/controls. Investment Officers — Individuals designated by the City Council to execute investment transactions. Positions include only the City Treasurer and Investment Analyst. Investment Portfolio - All City monies and securities invested under authority of the Investment Officers. Qualified Representative — As defined by the Act, a person, who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following: (A) For a business organization doing business that is regulated by or registered with a securities commission, a person who is registered under the rules of the National Association of Securities Dealers; (B) For a state or federal bank, a savings bank, or a state or federal credit union, a member of the loan committee for the bank or branch of the bank or a person authorized by corporate resolution to act on behalf of and bind the banking institution; (C) For an investment public funds investment pool, the person authorized by the elected official or board with authority to administer the activities of the investment public funds investment pool to sign the written instrument on behalf of the investment public funds investment pool; or (D) For an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or, if not subject to registration under that Act, registered with the State Securities Board, a person who is an officer or principal of the investment management firm. Reserve Funds - Funds designated by the City Council for specific purposes, which have not been appropriated for spending. Securities - Approved Investments designated by the Investment Committee, as defined by Section VII, to be held in the Investment Portfolio or acceptable to be pledged as Collateral to secure the monies of the City. Special Purpose Funds - Monies of non-profit corporations that Investment Officers are permitted to invest; includes such entities as the Coastal Bend Health Facilities Development Corporation, Corpus Christi Housing Finance Corporation, Corpus Christi Community Improvement Corporation, HOME Project, First Time Home Buyer, Corpus Christi Industrial Development Corporation, Corpus Christi Business and Job Development Corporation, North Padre Island Development Corporation, Corpus Christi Crime Control and Prevention District, and Corpus Christi Digital Community Development Corporation. 3 Third Party Safekeeping Institution - Any Institution not affiliated with an Institution delivering the Authorized Investment. IV. INVESTMENT OBJECTIVES The following states the investment objectives of the City in order of priority: A. Preservation and Safety of Principal Investments of the City shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall Investment Portfolio. B. Liquidity The City's Investment Portfolio must be structured in a manner which maintains the liquidity necessary to pay obligations as they become due. Sufficient cash flows must be maintained through cash flow analysis and by rapidly depositing monies and timing disbursements. Generally, Investments are matched to specific cash flow requirements such as payrolls, construction drawdown schedules, debt service payments, and other payables. Liquidity is also achieved by investing in Authorized Investments with active secondary markets or in Public Funds Investment Pools with stable net asset values. C. Investment Yield The City's Investment Portfolio shall be designed with the objective of regularly exceeding the average yield of the following benchmarks in a manner consistent with the principles of this Policy described in Section IV. A and B and reflecting the cash flow expectations and portfolio strategy of the City: Six-month average of Texpool, Texstar and Texas Daily. However, it must be recognized that differing interest rate environments will result in fluctuations. During a declining market, satisfying this objective may not be practical until Authorized investments mature and can be re -invested, especially since preservation of capital is the first priority in the investment of monies pursuant to This Policy. For bond issues to which arbitrage restrictions apply, the primary objectives shall be to avoid negative arbitrage and to obtain market yields minimizing the costs associated with investing such monies. D. Diversification Diversification is required because of differing liquidity needs of the City and to control risk. Diversification minimizes the risk to the overall Investment Portfolio by spreading market and credit risk as well as potential losses on individual securities or market sector thereby enhancing safety of the Investment Portfolio. 4 Through the solicitation of competitive proposals, the City shall allocate and diversify its investments through various Institutions. The following types of Investments will be solicited from approved Institutions: 1. Obligations of the United States; including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States. 2. Repurchase Agreements - through a Third Party Safekeeping Institution Agreement, which includes an approved primary dealer doing business in Texas as required by the PFIA; 3. Public Funds Investment Pools - through participation agreements; 4. Certificates of Deposit - through approved local banks or a broker that has a main office or a branch office in this state and is selected from a list adopted by the investing entity. 5. Money Market Mutual Funds; 6. Guaranteed Investment Contracts (for Bond Proceeds only); and 7. Texas Temp Investment Pool; The City recognizes that investment risks can result from default risk, credit volatility risk, and market price risks due to various technical and fundamental economic factors, and other complications, leading to temporary illiquidity. To control market price risks, volatile Investments shall be avoided. To control default risk, the only acceptable method of payment will be on a delivery versus payment -basis for all transactions, except Public Funds Investment Pools and repurchase agreements. Delivery versus Payment provides for payment to Institutions at the time the Investments are recorded in book entry form at the City's Third Party Safekeeping Institution, currently maintained at the Federal Reserve. For certificates of deposit, sufficient Collateral at 102% of current market values must be pledged to protect all City monies or monies under its control that exceed Federal Deposit Insurance Corporation (FDIC) coverage; the Collateral must be safe kept at a Third Party Safekeeping Institution not affiliated with the bank or bank holding company providing the certificate of deposit. V. AUTHORIZED INVESTMENTS AND MAXIMUM MATURITY The City of Corpus Christi is authorized to invest only in the following investments. City monies, govemed by this Policy, may not be invested in other investments permitted by law unless this Policy is amended and adopted to permit such investment. A. Authorized Investments 1. Obligations of the United States or its agencies and instrumentalities, excluding mortgage backed securities, which currently include the following stated final maturities: a. Short-term U.S. Treasuries: Maximum Maturity 1.) U.S. Treasury Bills up to 365 days' 2.) U.S. Treasury Coupon Notes up to 3 years* 3.) U.S. Treasury Notes and Strips up to 3 years` 5 b. U.S. Agencies: Maximum Maturity 1.)Federal Home Loan Bank up to 2 years" 2.)Federal National Mortgage Association. up to 2 years* 3.)Federal Farm Credit up to 2 years* 4.)Federal Home Loan Mortgage Corporation up to 2 years* 5.)Federal Agricultural Mortgage Corporation up to 2 years` *Reserve Funds invested in Treasury and Agency obligations may have a stated final maturity up to five years. 2. Repurchase Agreements up to 365 days Repurchase agreements must be fully collateralized at 102% with a defined maturity date, Is secured by a combination of cash and obligations, Including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States placed with a primary government dealer with collateral, and safekept at a City approved Custodian, as provided under the provisions of the SIFMA (Securities Industry and Financial Markets Association) Master Repurchase Agreement. An executed agreement between the City, primary government dealer and Custodian will be on file before the City will enter into a tri -party repurchase agreement. Weekly monitoring by the City's Investment Officers or Advisor of all Collateral underlying repurchase agreements is required. More frequent monitoring may be necessary during periods of market volatility. 3. Public Funds Investment Pool up to 1 day A Public Funds Investment Pool duly created and managed in accordance with the Act to function as a money market mutual fund that marks its portfolio to market daily and, to the extent reasonably possible, which stabilizes its portfolio to market daily at $1 net asset value. if the ratio of the market value of the Public funds investment pool's portfolio divided by the book value of the portfolio is less than 99.50% or greater than 100.50%, the Public -funds investment pool's portfolio holdings shall be sold as necessary to maintain the ratio between 99.50% and 100.50%. The maximum amount that may be invested in any one public funds investment pool is five (5) percent of the total current invested balance of the Public Funds Investment Pool. The maximum total amount that may be invested in any one overnight Public Funds Investment Pool is thirty (30) percent of the Investment Portfolio. The Public Funds Investment Pool must be continuously rated no lower than AAA or AAA -m or al an equivalent rating by at least one nationally recognized rating service. Public Funds Investment Pools may contain investment securities that are not directly authorized by this Policy, so long as (i) the AAA rating is standard herein above stated is satisfied, and (ii) the investment is permitted by Subchapter A of the Texas Public Funds Investment Act, Chapter 2256 of the Texas Government Code. 6 An investment pool may invest its funds in money market mutual funds to the extent permitted by and consistent with the investment policies and objectives adopted by the investment pool. In addition to the requirements of its investment policy and any other forms of reporting, a public funds investment pool created to function as a money market fund shall report yield to its investors in accordance with regulations of the Securities and Exchange Commission applicable to reporting by money market funds. If the investment pool operates as an Internet website, the information in a disclosure instrument or report must be posted on the website. 4. Collateralized and Brokered Certificates of Deposit up to 2 years Certificates of deposit or other instruments issued by state and national banks domiciled in Texas that are: Guaranteed or insured by the Federal Deposit Insurance Corporation or its successor; or Secured at 102% by obligations defined by Section XI of this Policy. a. Collateralized Certificates of Deposit Certificates of deposit must be fully collateralized at 102% of their market value. The City requires the bank to pledge U.S. Treasuries or U.S. Agencies as collateral as described in section V, Subdivision A.1. The Investment Officers will monitor adequacy of collateralization on a weekly basis. b. Brokered Certificates of Deposit The Investment Officer shall monitor, on no Tess than a weekly basis, the status and ownership of all banks issuing brokered CDs owned by the City of Corpus Christi based upon information from the FDIC. Brokered CDs will be required to have a cusip number and be held in safekeeping at a third -party institution. If any bank has been acquired or merged with another bank in which brokered CDs are owned, the Investment Officer shall immediately liquidate any brokered CD which is above the FDIC insurance level. 5. Money Market Mutual Fund up to 1 year A AAA -rated no-load money market mutual fund (no service charge) Is an authorized investment If: a. the money market mutual fund is registered with and regulated by the Securities and Exchange Commission; b. the money market mutual fund provides the City with a prospectus and other information required by the Securities Exchange Act of 1934 (15 U.S.C. Section 78a et seq.) or the -Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.); c. the money market mutual fund includes in its investment objectives the maintenance of a stable net asset value of $1 for each share; 7 d. the assets of the money market mutual fund are invested in those investments authorized under this Investment Policy; and e. the money market mutual fund has a dollar weighted average stated maturity of 90 days or fewer. 6. Guaranteed Investment Contracts up to 3 years Guaranteed investment contracts offer to pay a specific interest rate over a period of time, and can be structured to reflect an anticipated draw down schedule for capital improvements funded with bond proceeds. The collateral and monitoring requirements applicable to repurchase agreements shall apply to guaranteed investment contracts. A guaranteed investment contract may be utilized only in connection with the investment of bond proceeds. The maximum term of a guaranteed investment contract shall not exceed the anticipated construction period for the capital improvement, the construction of which is to be funded with Bond Proceeds. 7. Texas Term Investment Pool up to 1 year The Texas Term Investment Pool for fixed term investments was created as an investment pool and is a hybrid, mutual fund structure. The pool offers a fixed rate, fixed term portfolio option and is rated AAA by Standard and Poor's Ratings Services. Participants may lock in a fixed rate for a term of 60 to 365 days. B. Weighted Average Maturity In order to assure adequate liquidity and to minimize risk of Toss to the Investment Portfolio due to interest rate fluctuations, investment maturities will not exceed the anticipated cash flow requirements of the Funds. Maturity guidelines by Fund are as follows: The weighted average maturity (WAM) of the overall portfolio shall be no more than 365 days. 1. Operating Funds The maximum weighted average maturity of Operating Funds shall be 365 days. The Investment Officers will monitor the maturity level and adjust as appropriate throughout the fiscal year. 2. Capital Improvement Funds The maximum weighted average maturity of Capital Improvement Funds shall be 365 days. The Authorized Investment maturity of that portion of the City Portfolio that represents Capital Improvement Funds (bond proceeds, reserve funds, debt service and Commercial Paper) shall be determined considering: a. The anticipated cash flow requirements of the Capital Improvement Funds; and b. The "temporary period" as defined by Federal income tax law during 8 which time bond proceeds may be invested at an unrestricted yield. Bond proceeds subject to yield restriction shall be invested considering that yield restriction to avoid a challenge to the City's related indebtedness qualification as an obligation, the interest in which is not subject to federal taxation under section 103 of the Internal Revenue Code of 1986 as amended_(the "IRC"). Bond proceeds subject to yield restriction shall be invested considering the anticipated cash flow requirements of the Capital improvement Funds. For all bond proceeds controlled by the tax-exempt bond provisions of the IRC a complete yield analysis shall be performed to assure compliance with the IRC. An annual rebate calculation shall be performed to assure compliance with IRC. An annual rebate calculation shall be performed to determine the City's rebate liability at the end of each respective bond issue's five-year term. On the third anniversary of the respective issue date for each bond issue, bond proceeds from such issue will be yield restricted as required by the IRC. 3. Reserve Funds Established by Operative Bond Funds or by the City Council. The following Reserve Funds may be invested up to five years in U.S. Treasuries or Agencies: Maximum Choke Canyon Fund 4050 $10,000,000 City monies governed by this Policy may not be invested in other investments permitted by law unless (1) such investments are specifically authorized for the investment of these monies by an ordinance adopted by the City Council issuing bonds or other debt obligations or (ii) this Policy is amended to permit such investment. C. Methods to Monitor Investment Market Price The City monitors the market price of investments obtained from Texpool's securities pricing service or the Bloomberg system which is made available through the City's authorized institutional brokers. The City may also obtain market price information from other nationally recognized sources of financial information such as the Wall Street Journal. VI. INVESTMENT STRATEGIES A. Investment Maturity Diversification A minimum of 15% of the total investment portfolio shall be held in Authorized Investments with maturity dates of 90 days or less for liquidity. U.S. Treasuries/Agencies may be purchased for longer-term maturities (greater than one year) but shall not exceed 40% of the total investment portfolio to preserve liquidity. The weighted average maturity limitation of the overall Investment Portfolio takes these requirements into account to protect liquidity and allow flexibility for market environments. Daily Authorized Investment reports shall monitor and address 9 whether these diversification requirements are being met. Unless approved by the Investment Committee, the target percentages specified shall not be exceeded for temporary periods greater than thirty (30) days without the Investment Officers laking corrective action. B. Strategies 1. Operating and CIP Funds Investment strategies for operating funds and capital improvement funds have as their primary objective the assurance that anticipated cash flows are matched with adequate investment liquidity. The secondary objective is to create an Investment Portfolio structure, which will experience minimal volatility during economic cycles. To accomplish this strategy, the City will purchase high credit quality, short -to -intermediate term investments primarily in a laddered structure. To pay for anticipated disbursements, Authorized Investments will be laddered to correspond with the projected cash flow needs of the City. Investments maturing that are acquired on the short end of the yield curve 90 days or less will meet immediate cash needs. A few Authorized Investments are purchased on the intermediate part of the yield curve (1- 3 year maturity) to lock in higher interest rates when rates are projected to decline due to the economic cycle of the economy. The dollar weighted average investment maturity of 365 days or less will be calculated using the stated final maturity dates of each investment. 2. Debt Service Funds Investment strategies for debt service funds shall have as the primary objective the assurance that debt service payment obligations are timely met. 3. Debt Service Reserve Funds Investment strategies for debt service reserve funds shall have as the primary objective the ability to generate a dependable revenue stream with a law degree of volatility. In accordance with the specific bond authorization document, investments should be of high credit quality, with short -to -intermediate-term maturities and a maximum weighted average maturity of one year. 4. Special Purpose Funds Investment strategies for Special Purpose Funds will have as their primary objective the assurance that anticipated cash flows are matched with adequate Authorized Investment liquidity. The stated final maturity dates and weighted average maturity shall be structured on the project completion date. These investment portfolios shall include highly liquid investments to allow for flexibility and unanticipated project outlays. 10 C. Achieving investment Yield Objectives The City will utilize a conservative buy and hold strategy for the majority of the Investment Portfolio with investment selection based on legality, appropriateness, liquidity, and risk/return considerations. This strategy recognizes the unique needs of individual funds and provides for their recognized cash flow needs. The remaining portion of the Investment Portfolio may be invested actively and the reasons for doing so are: 1. Passive investment provides for: a. Investments targeted to pay upcoming anticipated disbursements. b. Liquidity to provide for a measure of anticipated disbursements and c. Laddering and diversification to manage market and credit risk. 2. Active investment provides for: a. The ability to improve yields in the Investment Portfolio by riding the yield curve during business cycle recovery and expansion periods. Interest rates on longer maturities typically exceed those on shorter maturities. Therefore, longer maturities (that can be held to maturity, if necessary) are purchased in anticipation of selling later at the same or lower interest rate, improving the total return during the holding period. b. The ability to improve market sector diversification by swapping out of one investment into another for a better total return, to realign for disbursement projections, or to extend or shorten maturity depending on economic forecasts. The City Manager, or his designee, is required to approve any investment that must be sold at a loss. All gains and losses will be reported to the City Council and Investment Committee no less frequently than on a quarterly basis. VII. DESIGNATION OF RESPONSIBILITY A. Investment Committee An Investment Committee, consisting of City Manager, Assistant City Managers, Director of Financial Services (or if vacant, Assistant Director of Financial Services), City Attorney, Assistant Director of Financial Services/Management and Budget shall meet at least quarterly to determine operational strategies and to monitor investment results. The Investment Committee will be responsible for monitoring, reviewing and making recommendations regarding the City's Investment Portfolio to the City Council. The Investment Committee will review quarterly investment reports before 11 submission to the City Council and will, on no Tess than an annual basis, review and adopt a list of authorized broker/dealers prepared by the City. The Investment Committee shall include in its deliberation such topics as: economic outlook, Investment Portfolio diversification, maturity structure, risk and performance of the portfolio(s). B. Investment Officers The authority to invest City funds and the execution of any documentation necessary to evidence the investment of City funds is granted to the Investment Officers, The City Treasurer and the Investment Analyst are the designated Investment Officers responsible for the daily operation of the investment program. Investment Officers will prepare monthly and quarterly reports, maintain information on counter -parties, monitor collateral, and attend training as required by the Act. As required by the Act, each Investment Officer shall attend ten hours of training in accordance with the Act within 12 months of assuming responsibilities and attend 8hours of training that begins on the first day of that local government's fiscal year and consists of the two consecutive fiscal years after that date. Training should include topics such as investment controls, security risk, market risks, diversification of the investment portfolio and compliance with Texas laws. The Investment Committee approves investment — training seminars presented by the following organizations: Government Finance Officers Association Government Finance Officers Association of Texas Government Treasurers Organization of Texas Association of Public Treasurer's of the US & Canada Texas Municipal League University of North Texas Center for Public Management If the investment Officer desires to attend an investment -training seminar presented by another organization for training credit, such seminar must be approved by the Director of Financial Services. C. Investment Advisor The City Council may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) to provide for the investment and management of City funds. The initial contract made under authority of this subsection may not be for a term longer than two years. A renewal or extension of the contract must be made by the City Council by ordinance or resolution. VIII. INTERNAL CONTROLS The City Treasurer will establish a system of intemal controls over the investment activities of the City and document such controls in the Investment Procedures Manual. These internal controls shall be approved by the Director of Financial Services. 12 A. Standard of Care Investments shall be made with the same judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. Prudent investment is to be Judged by the Investment Portfolio as a whole, not on individual Investments. In the case of a loss required rating, if liquidation is necessary due to a public funds investment pool losing its AAA rating or for other reasons, liquidation will be done in a prudent manner consistent with the investment objectives of this Policy and as provided in 2256.021 of the Govemment Code the Act. The Investment Officer shall monitor, on no less than a weekly basis, the credit rating on all authorized investments in the portfolio based upon independent information from a nationally recognized rating agency. If any security falls below the minimum rating required by Policy, the Investment Officer shall notify the City Manager, Director of Finance and City Council of the loss of rating, conditions affecting the rating and possible Toss of principal with liquidation options available, within two weeks after the toss of the required rating. Investment Officers and the Investment Advisor shall perform their duties strictly in accordance with the adopted Investment Policy. Investment Officers acting in good faith and in accordance with these policies and procedures shall be relieved of personal liability if exceptions are reported on a timely basis and prudent actions are taken to reduce potential loss. The Investment Committee and officers are indemnified as provided by City ordinance attached and incorporated as Appendix D. B. Ethics Investment Officers, Investment Committee members and employees involved in the investment process shall comply with the City's Code of Ethics attached and incorporated as Appendix B which requires disclosure of financial interests by April of each year. These individuals shall refrain from personal business activities that could conflict with proper execution of the investment program or which could impair the ability to make impartial investment decisions. Officers and employees shall disclose to the City Council any material investment decisions. Officers and employees shall disclose to the council any material financial interest in institutions that conduct investment or banking transactions with the City. Any Investment officer who has a personal or business relationship with an organization seeking to sell an investment to the City shall file a statement disclosing that relationship or interest. Disclosure statements required under this subsection must be filed. IX. COMPETITIVE SOLICITATION Except for Repurchase Agreements, Guaranteed Investment Contracts, and Public Funds investment Pools, any new issue investment will be purchased through an Authorized Broker/Dealer or directly through the issuer. Investment 13 Officers identify the best rate prior to the purchase of an Authorized Investment that meets the City's cash flow needs at the time. Any institution authorized to participate in the City's investment program must meet Collateral pledge requirements outlined in Section XI of these guidelines and must submit annual financial reports. X. AUTHORIZED COUNTER -PARTIES A. Broker/Dealers Any brokerldealer seeking to sell an Authorized Investment to the City is required to complete the questionnaire approved by the Investment Committee and furnish supporting documentation required by the Investment Committee. Information on the firms shall be maintained by the Investment Officers or the Investment Advisor. Securities qualifying as Authorized Investments shall only be purchased through those institutions approved by the Investment Committee. B. Policy Certification Investments shall only be made with those Institutions who have executed a written certification in a form acceptable to the City, executed by a Qualified Representative of that Institution, and substantially to the effect that the Institution has: 1. Received, thoroughly reviewed and acknowledged, in writing, receipt and understanding of this Policy. 2. Acknowledged that the Institution has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the Institution and the City that are not authorized by this Policy. C. investments shall only be made with those institutions who have met the qualifications and standards established by the City's Investment Committee and set forth in the Investment Procedures Manual. D. The Investment Committee shall, at least annually, review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. E. The City Treasurer will request the Investment Committee to authorize deletion of institutions for: 1. Slow response time; 2. Inability to compete with other authorized firms; 3. Insufficient market information on technical or fundamental expectations based on economic indicators; 4. Failed transactions or continuing operational difficulties; 5. Unwillingness to continue to abide by this Policy; the provisions listed in 1X.A.; 14 6. Other reasons as approved by the Investment Committee. Xl. COLLATERALIZATION It Is imperative that the securities in the Investment Portfolio be protected through independent safekeeping and all time deposits and demand bank cash balances be protected with sufficient collateral at a minimum of 102% daily of current market values to guard against market and volatility risk. A. Pledged Collateral for Time and Demand Deposits Depository collateral is pledged to and not owned by the City. All collateral shall be held by a custodian approved by the City under an executed collateral agreement. The market value of pledged collateral for time and demand deposits must be at least 102% of the principal plus accrued interest. All collateral shall be held by an independent custodian outside the holding company of the pledging bank. Original evidence of City collateralization in the form of original safekeeping receipts will be provided to the City Treasurer and will be maintained in the City Treasurer's Office. The custodian will provide a monthly listing of collateral describing the securities and giving a market value. An investment officer will approve and release all pledged collateral. The Investment Officers will monitor adequacy of collateralization on a weekly basis. B. Collateral Substitution Collateralized investments and certificates of deposit often require substitution of Collateral. Any Institution must contact the Investment Officers for approval and settlement. The substituted collateral's value will be calculated and substitution approved if its value is equal to or greater than the required collateral value. Substitution is allowable for all transactions, but should be limited, to minimize the City's potential administrative problems. C. Collateral Reductions Should the collateral's market value exceed the required amount, any Institution may request approval from the Investment Officer to reduce collateral. Collateral reductions may be permitted only if the City's records indicate that the collateral's market value exceeds the required amount. D. Prohibited Securities Investment securities described in Section 2256.009(b), Government Code, shall not be eligible for use as collateral of City monies governed by this Policy. XII. SAFEKEEPING OF CITY SECURITIES A. Third Party Safekeeping Agreement The City shall utilize its banking services depository or other banks for the safekeeping of City owned securities. The delivery of all securities into safekeeping will be done on a delivery versus payment basis. 15 B. Safekeeping of Certificate of Deposit Collateral All Collateral securing bank and savings and loan deposits must be held by a Third Party Safekeeping Institution approved by the City, or Collateral may be held at the Federal Reserve Bank. C. Safekeeping of Repurchase Agreement Collateral Repurchase Agreement Collateral is restricted to U.S. Treasuries and must be delivered to a Third -Party Safekeeping Institution with which the City has (subject to the limitation described in Section XI.D above) established a third -party safekeeping agreement. D. Guaranteed Investment Agreement Collateral Guaranteed investment contract collateral is restricted to U.S. Treasuries and Agencies (subject to the limitation described in Section XI.D above) and must be delivered to a Third -Party Safekeeping Institution with which a third -party safekeeping agreement has been established pursuant to the terms of the guaranteed investment contract. XIII. INFORMATION REPORTING/PORTFOLIO EVALUATION A. The City Treasurer and Investment Analyst as designated Investment Officers are responsible for reporting to the Investment Committee and City Council on a quarterly basis in accordance with the Act. B. Quarterly Investment Reports are to include the following in accordance with the Act: a. Combined Investment Portfolio Report of Market versus Book Values b. Combined Portfolio Composition c. Individual Portfolio Composition d. Cash and Cash Equivalents, U.S. Treasuries and Investments Greater than One year e. Combined Summary of Investment Transactions f. Combined Investment Portfolio - Weighted Average Maturity g. Investment Revenue h. Analysis of Excess Collateral Coverage i. Aggregate Activity Per Broker j. Comparison of Investment Retums to Benchmarks k. Investment Portfolio Report — Lake Texana Project and Packery Channel Project I. Bond Funds by Issue m. Pools and Money Market Accounts - Approved Institutional Brokers n. Economic and Interest Rate Forecast o. Glossary p. Compliance Statement q. Quarterly Investment Committee Meeting Minutes 16 Internal Reporting/Evaluation In addition, the following reports are to be submitted on a monthly basis: 1) Cash position by bank account 2) Collateral position 3) Investment transactions C. External Reporting/Evaluations On a quarterly basis, any institution holding City time or demand deposits will provide to the Investment Officers for the institution's review a copy of the balance sheet and income statement for the CaII Report for review. All depository and brokerage institutions will provide annual audited financial statements. Any Public Funds Investment Pools must provide reports and disclosure statements as required by the Act. D. Record Retention The City follows the guidelines of retaining records for five years from City's current fiscal year, as recommended in the Texas State Library Municipal Records Manual or may be authorized by the City's local records management guidelines. XIV. BANKING SERVICES All depository services are provided in the City's main depository agreement. Other services such as credit cards, direct deposit of payroll or other services may be administered through separate agreements. To aggressively invest Excess Cash Balances, controlled disbursements accounts, zero balance accounts and other cash management tools may be employed. XIV. ANNUAL POLICY ADOPTION This Policy will be reviewed and adopted by the City Council no less than annually. The accepting ordinance resolution will include a description of all changes made to this policy. XVI. GENERAL PROVISIONS A. Audits and Inspections During regular business hours and as often as the Investment Officers deem necessary, the Institution providing certificates of deposit will make available for examination by the City Manager, his duly authorized agent, accountant, or legal representative, such records and data to assure the pledge of Collateral, availability of Collateral, and financial stability of the Institution. B. Compliance with Laws I7 Each Institution agrees to comply with all federal, state, and local laws, rules, regulations, and ordinances. The personnel or officers of such Institution shall be fully qualified and authorized under federal, state, and local law to perform the services set out under this Policy. Each Institution shall permit the Investment Officers to audit, examine, and make excerpts or transcripts from such records and to make audits of all contract, invoices, materials, and other data relating to applicable Investments. C. Performance Audits The City's Annual Extemal Financial Audit shall include a compliance audit of management controls on Investments and adherence to this Policy. If the City invests in other than money market mutual funds, investment public funds investment pools or accounts offered by its depository in the form of certificates of deposit or money market accounts; the quarterly reports prepared by Investment Officers for the City Council must be formally reviewed at least annually by an independent auditor. The results of the review must be reported to the City Council by that auditor. D. Investment Policy Resolution. The resolution authorizing this Investment Policy is attached hereto as Appendix C. APPENDIX A Texas Public Funds Investment Act Texas Government Code, Chapter 2256 Subchapter A GOVERNMENT CODE TITLE 10. GENERAL GOVERNMENT SUBTITLE F. STATE AND LOCAL CONTRACTS AND FUND MANAGEMENT CHAPTER 2256. PUBLIC FUNDS INVESTMENT SUBCHAPTER A. AUTHORIZED INVESTMENTS FOR GOVERNMENTAL ENTITIES Sec. 2256.001. SHORT TITLE. This chapter may be cited as the Public Funds Investment Act. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Sec. 2256.002. DEFINITIONS. In this chapter: (1) "Bond proceeds" means the proceeds from the sale of bonds, notes, and other obligations issued by an entity, and reserves and funds maintained by an entity for debt service purposes. (2) "Book value" means the original acquisition cost of an investment plus or minus the accrued amortization or accretion. (3) "Funds" means public funds in the custody of a state agency or local government that: (A) are not required by law to be deposited in the state treasury; and (B) the investing entity has authority to invest. (4) "Institution of higher education" has the meaning assigned by Section 61.003, Education Code. (5) "Investing entity" and "entity" mean an entity subject to this chapter and described by Section 2256.003. (6) "Investment pool" means an entity created under this code to invest public funds jointly on behalf of the entities that participate in the pool and whose investment objectives in order of priority are: (A) preservation and safety of principal; (B) liquidity; and (C) yield. (7) "Local government" means a municipality, a county, a school district, a district or authority created under Section 52(b)(1) or (2), Article III, or Section 59, Article XVI, Texas Constitution, a fresh water 1 supply district, a hospital district, and any political subdivision, authority, public corporation, body politic, or instrumentality of the State of Texas, and any nonprofit corporation acting on behalf of any of those entities. (8) "Market value" means the current face or par value of an investment multiplied by the net selling price of the security as quoted by a recognized market pricing source quoted on the valuation date. (9) "Pooled fund group" means an internally created fund of an investing entity in which one or more institutional accounts of the investing entity are invested. (10) "Qualified representative" means a person who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following: (A) for a business organization doing business that is regulated by or registered with a securities commission, a person who is registered under the rules of the National Association of Securities Dealers; (B) for a state or federal bank, a savings bank, or a state or federal credit union, a member of the loan committee for the bank or branch of the bank or a person authorized by corporate resolution to act on behalf of and bind the banking institution; (C) for an investment pool, the person authorized by the elected official or board with authority to administer the activities of the investment pool to sign the written instrument on behalf of the investment pool; or (D) for an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or, if not subject to registration under that Act, registered with the State Securities Board, a person who is an officer or principal of the investment management firm. (11) "School district" means a public school district. (12) "Separately invested asset" means an account or fund of a state agency or local government that is not invested in a pooled fund group. (13) "State agency" means an office, department, commission, board, or other agency that is part of any branch of state government, an 2 institution of higher education, and any nonprofit corporation acting on behalf of any of those entities. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 1, eff. Sept. 1, 1997; 76th Leg., ch. 1454, Sec. 1, eff. Sept. 1, 1999. Acts 1999, Sec. 2256.003. AUTHORITY TO INVEST FUNDS; ENTITIES SUBJECT TO THIS CHAPTER. (a) Each governing body of the following entities may purchase, sell, and invest its funds and funds under its control in investments authorized under this subchapter in compliance with investment policies approved by the governing body and according to the standard of care prescribed by Section 2256.006: (1) a local government; (2) a state agency; (3) a nonprofit corporation acting on behalf of a local government or a state agency; or (4) an investment pool acting on behalf of two or more local governments, state agencies, or a combination of those entities. (b) In the exercise of its powers under Subsection (a), the governing body of an investing entity may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control. A contract made under authority of this subsection may not be for a term longer than two years. A renewal or extension of the contract must be made by the governing body of the investing entity by order, ordinance, or resolution. (c) This chapter does not prohibit an investing entity or investment officer from using the entity's employees or the services of a contractor of the entity to aid the investment officer in the execution of the officer's duties under this chapter. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1999, 76th Leg., ch. 1454, Sec. 2, eff. Sept. 1, 1999. 3 Sec. 2256.004. APPLICABILITY. (a) This subchapter does not apply to: (1) a public retirement system as defined by Section 802.001; (2) state funds invested as authorized by Section 404.024; (3) an institution of higher education having total endowments of at least $95 million in book value on May 1, 1995; (4) funds invested by the Veterans' Land Board as authorized by Chapter 161, 162, or 164, Natural Resources Code; (5) registry funds deposited with the county or district clerk under Chapter 117, Local Government Code; or (6) a deferred compensation plan that qualifies under either Section 401(k) or 457 of the Internal Revenue Code of 1986 (26 U.S.C. Section 1 et seq.), as amended. (b) This subchapter does not apply to an investment donated to an investing entity for a particular purpose or under terms of use specified by the donor. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 505, Sec. 24, eff. Sept. 1, 1997; Acts 1997, 75th Leg., ch. 1421, Sec. 2, eff. Sept. 1, 1997; Acts 1999, 76th Leg., ch. 62, Sec, 8.21, eff. Sept. 1, 1999; Acts 1999, 76th Leg., ch. 1454, Sec. 3, eff. Sept. 1, 1999. Sec. 2256.005. INVESTMENT POLICIES; INVESTMENT STRATEGIES; INVESTMENT OFFICER. (a) The governing body of an investing entity shall adopt by rule, order, ordinance, or resolution, as appropriate, a written investment policy regarding the investment of its funds and funds under its control. (b) The investment policies must: (1) be written; (2) primarily emphasize safety of principal and liquidity; (3) address investment diversification, yield, and maturity and the quality and capability of investment management; and (4) include: (A) a list of the types of authorized investments in which the investing entity's funds may be invested; 4 (B) the maximum allowable stated maturity of any individual investment owned by the entity; (C) for pooled fund groups, the maximum dollar -weighted average maturity allowed based on the stated maturity date for the portfolio; (D) methods to monitor the market price of investments acquired with public funds; (E) a requirement for settlement of all transactions, except investment pool funds and mutual funds, on a delivery versus payment basis; and (F) procedures to monitor rating changes in investments acquired with public funds and the liquidation of such investments consistent with the provisions of Section 2256.021. (c) The investment policies may provide that bids for certificates of deposit be solicited: (1) orally; (2) in writing; (3) electronically; or (4) in any combination of those methods. (d) As an integral part of an investment policy, the governing body shall adopt a separate written investment strategy for each of the funds or group of funds under its control. Each investment strategy must describe the investment objectives for the particular fund using the following priorities in order of importance: (1) understanding of the suitability of the investment to the financial requirements of the entity; (2) preservation and safety of principal; (3) liquidity; (4) marketability of the investment if the need arises to liquidate the investment before maturity; (5) diversification of the investment portfolio; and (6) yield. (e) The governing body of an investing entity shall review its investment policy and investment strategies not less than annually. The governing body shall adopt a written instrument by rule, order, ordinance, or resolution stating that it has reviewed the investment policy and investment strategies and that the written instrument so adopted shall 5 record any changes made to either the investment policy or investment strategies. (f) Each investing entity shall designate, by rule, order, ordinance, or resolution, as appropriate, one or more officers or employees of the state agency, local government, or investment pool as investment officer to be responsible for the investment of its funds consistent with the investment policy adopted by the entity. If the governing body of an investing entity has contracted with another investing entity to invest its funds, the investment officer of the other investing entity is considered to be the investment officer of the first investing entity for purposes of this chapter. Authority granted to a person to invest an entity's funds is effective until rescinded by the investing entity, until the expiration of the officer's term or the termination of the person's employment by the investing entity, or if an investment management firm, until the expiration of the contract with the investing entity. In the administration of the duties of an investment officer, the person designated as investment officer shall exercise the judgment and care, under prevailing circumstances, that a prudent person would exercise in the management of the person's own affairs, but the governing body of the investing entity retains ultimate responsibility as fiduciaries of the assets of the entity. Unless authorized by law, a person may not deposit, withdraw, transfer, or manage in any other manner the funds of the investing entity. (g) Subsection (f) does not apply to a state agency, local government, or investment pool for which an officer of the entity is assigned by law the function of investing its funds. Text of subsec. (h) as amended by Acts 1997, 75th Leg., ch. 685, Sec. 1 (h) An officer or employee of a commission created under Chapter 391, Local Government Code, is ineligible to be an investment officer for the commission under Subsection (f) if the officer or employee is an investment officer designated under Subsection (f) for another local government. Text of subsec. (h) as amended by Acts 1997, 75th Leg., ch. 1421, Sec. 3 6 (h) An officer or employee of a commission created under Chapter 391, Local Government Code, is ineligible to be designated as an investment officer under Subsection (f) for any investing entity other than for that commission. (i) An investment officer of an entity who has a personal business relationship with a business organization offering to engage in an investment transaction with the entity shall file a statement disclosing that personal business interest. An investment officer who is related within the second degree by affinity or consanguinity, as determined under Chapter 573, to an individual seeking to sell an investment to the investment officer's entity shall file a statement disclosing that relationship. A statement required under this subsection must be filed with the Texas Ethics Commission and the governing body of the entity. For purposes of this subsection, an investment officer has a personal business relationship with a business organization if: (1) the investment officer owns 10 percent or more of the voting stock or shares of the business organization or owns $5,000 or more of the fair market value of the business organization; (2) funds received by the investment officer from the business organization exceed 10 percent of the investment officer's gross income for the previous year; or (3) the investment officer has acquired from the business organization during the previous year investments with a book value of $2,500 or more for the personal account of the investment officer. (j) The governing body of an investing entity may specify in its investment policy that any investment authorized by this chapter is not suitable. (k) A written copy of the investment policy shall be presented to any person offering to engage in an investment transaction with an investing entity or to an investment management firm under contract with an investing entity to invest or manage the entity's investment portfolio. For purposes of this subsection, a business organization includes investment pools and an investment management firm under contract with an investing entity to invest or manage the entity's investment portfolio. Nothing in this subsection relieves the investing entity of the responsibility for monitoring the investments made by the investing entity 7 to determine that they are in compliance with the investment policy. The qualified representative of the business organization offering to engage in an investment transaction with an investing entity shall execute a written instrument in a form acceptable to the investing entity and the business organization substantially to the effect that the business organization has: (1) received and reviewed the investment policy of the entity; and (2) acknowledged that the business organization has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the entity and the organization that are not authorized by the entity's investment policy, except to the extent that this authorization is dependent on an analysis of the makeup of the entity's entire portfolio or requires an interpretation of subjective investment standards. (1) The investment officer of an entity may not acquire or otherwise obtain any authorized investment described in the investment policy of the investing entity from a person who has not delivered to the entity the instrument required by Subsection (k). (m) An investing entity other than a state agency, in conjunction with its annual financial audit, shall perform a compliance audit of management controls on investments and adherence to the entity's established investment policies. (n) Except as provided by Subsection (o), at least once every two years a state agency shall arrange for a compliance audit of management controls on investments and adherence to the agency's established investment policies. The compliance audit shall be performed by the agency's internal auditor or by a private auditor employed in the manner provided by Section 321.020. Not later than January 1 of each even - numbered year a state agency shall report the results of the most recent audit performed under this subsection to the state auditor. Subject to a risk assessment and to the legislative audit committee's approval of including a review by the state auditor in the audit plan under Section 321.013, the state auditor may review information provided under this section. If review by the state auditor is approved by the legislative audit committee, the state auditor may, based on its review, require a state agency to also report to the state auditor other information the 8 state auditor determines necessary to assess compliance with laws and policies applicable to state agency investments. A report under this subsection shall be prepared in a manner the state auditor prescribes. (o) The audit requirements of Subsection (n) do not apply to assets of a state agency that are invested by the comptroller under Section 404.024. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 685, Sec. 1, eff. Sept. 1, 1997; Acts 1997, 75th Leg., ch. 1421, Sec. 3, eff. Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1454, Sec. 4, eff. Sept. 1, 1999; Acts 2003, 78th Leg., ch. 785, Sec. 41, eff. Sept. 1, 2003. Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004 (H.B. 2226), Sec. 1, eff. June 17, 2011. Sec. 2256.006. STANDARD OF CARE. (a) Investments shall be made with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. Investment of funds shall be governed by the following investment objectives, in order of priority: (1) preservation and safety of principal; (2) liquidity; and (3) yield. (b) In determining whether an investment officer has exercised prudence with respect to an investment decision, the determination shall be made taking into consideration: (1) the investment of all funds, or funds under the entity's control, over which the officer had responsibility rather than a consideration as to the prudence of a single investment; and (2) whether the investment decision was consistent with the written investment policy of the entity. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. 9 Sec. 2256.007. INVESTMENT TRAINING; STATE AGENCY BOARD MEMBERS AND OFFICERS. (a) Each member of the governing board of a state agency and its investment officer shall attend at least one training session relating to the person's responsibilities under this chapter within six months after taking office or assuming duties. (b) The Texas Higher Education Coordinating Board shall provide the training under this section. (c) Training under this section must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio, and compliance with this chapter. (d) An investment officer shall attend a training session not less than once each state fiscal biennium and may receive training from any independent source approved by the governing body of the state agency. The investment officer shall prepare a report on this subchapter and deliver the report to the governing body of the state agency not later than the 180th day after the last day of each regular session of the legislature. Amended by Acts 1995, 74th Leg., ch Acts 1997, 75th Leg., ch. 73, Sec. Leg., ch. 1421, Sec. 4, eff. Sept. 1454, Sec. 5, eff. Sept. 1, 1999. Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004 (H.B. 2226), Sec. 2, eff. June 17, 2011. . 402, Sec. 1, eff. Sept. 1, 1995; 1, eff. May 9, 1997; Acts 1997, 75th 1, 1997; Acts 1999, 76th Leg., ch. This section was amended by the 84th Legislature. Pending publication of the current statutes, see H.B. 870 and H.B. 1148, 84th Legislature, Regular Session, for amendments affecting this section. Sec. 2256.008. INVESTMENT TRAINING; LOCAL GOVERNMENTS. (a) Except as provided by Subsections (b) and (e), the treasurer, the chief financial officer if the treasurer is not the chief financial officer, and the investment officer of a local government shall: (1) attend at least one training session from an independent source approved by the governing body of the local government or a designated investment committee advising the investment officer as provided for in the investment policy of the local government and 10 containing at least 10 hours of instruction relating to the treasurer's or officer's responsibilities under this subchapter within 12 months after taking office or assuming duties; and (2) except as provided by Subsections (b) and (e), attend an investment training session not less than once in a two-year period that begins on the first day of that local government's fiscal year and consists of the two consecutive fiscal years after that date, and receive not less than 10 hours of instruction relating to investment responsibilities under this subchapter from an independent source approved by the governing body of the local government or a designated investment committee advising the investment officer as provided for in the investment policy of the local government. (b) An investing entity created under authority of Section 52(b), Article III, or Section 59, Article XVI, Texas Constitution, that has contracted with an investment management firm under Section 2256.003(b) and has fewer than five full-time employees or an investing entity that has contracted with another investing entity to invest the entity's funds may satisfy the training requirement provided by Subsection (a)(2) by having an officer of the governing body attend four hours of appropriate instruction in a two-year period that begins on the first day of that local government's fiscal year and consists of the two consecutive fiscal years after that date. The treasurer or chief financial officer of an investing entity created under authority of Section 52(b), Article IIi, or Section 59, Article XVI, Texas Constitution, and that has fewer than five full-time employees is not required to attend training required by this section unless the person is also the investment officer of the entity. (c) Training under this section must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio, and compliance with this chapter. (d) Not later than December 31 each year, each individual, association, business, organization, governmental entity, or other person that provides training under this section shall report to the comptroller a list of the governmental entities for which the person provided required training under this section during that calendar year. An individual's reporting requirements under this subsection are satisfied by a report of the individual's employer or the sponsoring or organizing entity of a training program or seminar. 11 (e) This section does not apply to a district governed by Chapter 36 or 49, Water Code. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 5, eff. Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1454, Sec. 6, eff. Sept. 1, 1999; Acts 2001, 77th Leg., ch. 69, Sec. 4, eff. May 14, 2001. Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004 (H.B. 2226), Sec. 3, eff. June 17, 2011. Sec. 2256.009. AUTHORIZED INVESTMENTS: OBLIGATIONS OF, OR GUARANTEED BY GOVERNMENTAL ENTITIES. (a) Except as provided by Subsection (b), the following are authorized investments under this subchapter: (1) obligations, including letters of credit, of the United States or its agencies and instrumentalities; (2) direct obligations of this state or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; (4) other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, this state or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; and (6) bonds issued, assumed, or guaranteed by the State of Israel. (b) The following are not authorized investments under this section: 12 (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security collateral and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity date of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1999, 76th Leg., ch. 1454, Sec. 7, eff. Sept. 1, 1999; Acts 2001, 77th Leg., ch. 558, Sec. 1, eff. Sept. 1, 2001. Amended by: Acts 2011, B2nd Leg., R.S., Ch. 1004 (H.B. 2226), Sec. 4, eff. June 17, 2011. Sec. 2256.010. AUTHORIZED INVESTMENTS: CERTIFICATES OF DEPOSIT AND SHARE CERTIFICATES. (a) A certificate of deposit or share certificate is an authorized investment under this subchapter if the certificate is issued by a depository institution that has its main office or a branch office in this state and is: (1) guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; (2) secured by obligations that are described by Section 2256.009(a), including mortgage backed securities directly issued by a federal agency or instrumentality that have a market value of not less than the principal amount of the certificates, but excluding those mortgage backed securities of the nature described by Section 2256.009(b); or (3) secured in any other manner and amount provided by law for deposits of the investing entity. (b) In addition to the authority to invest funds in certificates of deposit under Subsection (a), an investment in certificates of deposit 13 made in accordance with the following conditions is an authorized investment under this subchapter: (1) the funds are invested by an investing entity through: (A) a broker that has its main office or a branch office in this state and is selected from a list adopted by the investing entity as required by Section 2256.025; or (B) a depository institution that has its main office or a branch office in this state and that is selected by the investing entity; (2) the broker or the depository institution selected by the investing entity under Subdivision (1) arranges for the deposit of the funds in certificates of deposit in one or more federally insured depository institutions, wherever located, for the account of the investing entity; (3) the full amount of the principal and accrued interest of each of the certificates of deposit is insured by the United States or an instrumentality of the United States; and (4) the investing entity appoints the depository institution selected by the investing entity under Subdivision (1), an entity described by Section 2257.041(d), or a clearing broker-dealer registered with the Securities and Exchange Commission and operating pursuant to Securities and Exchange Commission Rule 15c3-3 (17 C.F.R. Section 240.15c3-3) as custodian for the investing entity with respect to the certificates of deposit issued for the account of the investing entity. Amended by Acts 1995, 74th Leg., ch. 32, Sec. 1, eff. April 28, 1995; Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 6, eff. Sept. 1, 1997. Amended by: Acts 2005, 79th Leg., Ch. 128 (H.B. 256), Sec. 1, eff. September 1, 2005 Acts 2011, 82nd Leg., R.S., Ch. 1004 (H.B. 2226), Sec. 5, eff. June 17, 2011. Sec. 2256.011. AUTHORIZED INVESTMENTS: REPURCHASE AGREEMENTS. (a) A fully collateralized repurchase agreement is an authorized investment under this subchapter if the repurchase agreement: (1) has a defined termination date; 14 (2) is secured by a combination of cash and obligations described by Section 2256.009(a)(1); and (3) requires the securities being purchased by the entity or cash held by the entity to be pledged to the entity, held in the entity's name, and deposited at the time the investment is made with the entity or with a third party selected and approved by the entity; and (4) is placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state. (b) In this section, "repurchase agreement" means a simultaneous agreement to buy, hold for a specified time, and sell back at a future date obligations described by Section 2256.009(a)(1), at a market value at the time the funds are disbursed of not less than the principal amount of the funds disbursed. The term includes a direct security repurchase agreement and a reverse security repurchase agreement. (c) Notwithstanding any other law, the term of any reverse security repurchase agreement may not exceed 90 days after the date the reverse security repurchase agreement is delivered. (d) Money received by an entity under the terms of a reverse security repurchase agreement shall be used to acquire additional authorized investments, but the term of the authorized investments acquired must mature not later than the expiration date stated in the reverse security repurchase agreement. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004 (H.S. 2226), Sec. 6, eff. June 17, 2011. Sec. 2256.0115. AUTHORIZED INVESTMENTS: SECURITIES LENDING PROGRAM. (a) A securities lending program is an authorized investment under this subchapter if it meets the conditions provided by this section. (b) To qualify as an authorized investment under this subchapter: (1) the value of securities loaned under the program must be not less than 100 percent collateralized, including accrued income; (2) a loan made under the program must allow for termination at any time; 15 (3) a loan made under the program must be secured by: (A) pledged securities described by Section 2256.009; (B) pledged irrevocable letters of credit issued by a bank that is: (i) organized and existing under the laws of the United States or any other state; and (ii) continuously rated by at least one nationally recognized investment rating firm at not less than A or its equivalent; or (C) cash invested in accordance with Section: (i) 2256.009; (ii) 2256.013; (iii) 2256.014; or (iv) 2256.016; (4) the terms of a loan made under the program must require that the securities being held as collateral be: (A) pledged to the investing entity; (B) held in the investing entity's name; and (C) deposited at the time the investment is made with the entity or with a third party selected by or approved by the investing entity; (5) a loan made under the program must be placed through: (A) a primary government securities dealer, as defined by 5 C.F.R. Section 6801.102(f), as that regulation existed on September 1, 2003; or (B) a financial institution doing business in this state; and (6) an agreement to lend securities that is executed under this section must have a term of one year or less. Added by Acts 2003, 78th Leg., ch. 1227, Sec. 1, eff. Sept. 1, 2003. Sec. 2256.012. AUTHORIZED INVESTMENTS: BANKER'S ACCEPTANCES. A bankers' acceptance is an authorized investment under this subchapter if the bankers' acceptance: (1) has a stated maturity of 270 days or fewer from the date of its issuance; 16 (2) will be, in accordance with its terms, liquidated in full at maturity; (3) is eligible for collateral for borrowing from a Federal Reserve Bank; and (4) is accepted by a bank organized and existing under the laws of the United States or any state, if the short-term obligations of the bank, or of a bank holding company of which the bank is the largest subsidiary, are rated not less than A-1 or P-1 or an equivalent rating by at least one nationally recognized credit rating agency. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Sec. 2256.013. AUTHORIZED INVESTMENTS: COMMERCIAL PAPER. Commercial paper is an authorized investment under this subchapter if the commercial paper: (1) has a stated maturity of 270 days or fewer from the date of its issuance; and (2) is rated not less than A-1 or P-1 or an equivalent rating by at least: (A) two nationally recognized credit rating agencies; or (B) one nationally recognized credit rating agency and is fully secured by an irrevocable letter of credit issued by a bank organized and existing under the laws of the United States or any state. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Sec. 2256.014. AUTHORIZED INVESTMENTS: MUTUAL FUNDS. (a) A no- load money market mutual fund is an authorized investment under this subchapter if the mutual fund: (1) is registered with and regulated by the Securities and Exchange Commission; (2) provides the investing entity with a prospectus and other information required by the Securities Exchange Act of 1934 (15 U.S.C. Section 78a et seq.) or the Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.); (3) has a dollar -weighted average stated maturity of 90 days or fewer; and 17 (4) includes in its investment objectives the maintenance of a stable net asset value of $1 for each share. (b) In addition to a no-load money market mutual fund permitted as an authorized investment in Subsection (a), a no-load mutual fund is an authorized investment under this subchapter if the mutual fund: (1) is registered with the Securities and Exchange Commission; (2) has an average weighted maturity of less than two years; (3) is invested exclusively in obligations approved by this subchapter; (4) is continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than AAA or its equivalent; and (5) conforms to the requirements set forth in Sections 2256.016(b) and (c) relating to the eligibility of investment pools to receive and invest funds of investing entities. (c) An entity is not authorized by this section to: (1) invest in the aggregate more than 15 percent of its monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service, in mutual funds described in Subsection (b); (2) invest any portion of bond proceeds, reserves and funds held for debt service, in mutual funds described in Subsection (b); or (3) invest its funds or funds under its control, including bond proceeds and reserves and other funds held for debt service, in any one mutual fund described in Subsection (a) or (b) in an amount that exceeds 10 percent of the total assets of the mutual fund. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 7, eff. Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1454, Sec. 8, eff. Sept. 1, 1999. Sec. 2256.015. AUTHORIZED INVESTMENTS: GUARANTEED INVESTMENT CONTRACTS. (a) A guaranteed investment contract is an authorized investment for bond proceeds under this subchapter if the guaranteed investment contract: (1) has a defined termination date; (2) is secured by obligations described by Section 2256.009(a)(1), excluding those obligations described by Section 18 2256.009(b), in an amount at least equal to the amount of bond proceeds invested under the contract; and (3) is pledged to the entity and deposited with the entity or with a third party selected and approved by the entity. (b) Bond proceeds, other than bond proceeds representing reserves and funds maintained for debt service purposes, may not be invested under this subchapter in a guaranteed investment contract with a term of longer than five years from the date of issuance of the bonds. (c) To be eligible as an authorized investment: (1) the governing body of the entity must specifically authorize guaranteed investment contracts as an eligible investment in the order, ordinance, or resolution authorizing the issuance of bonds; (2) the entity must receive bids from at least three separate providers with no material financial interest in the bonds from which proceeds were received; (3) the entity must purchase the highest yielding guaranteed investment contract for which a qualifying bid is received; (4) the price of the guaranteed investment contract must take into account the reasonably expected drawdown schedule for the bond proceeds to be invested; and (5) the provider must certify the administrative costs reasonably expected to be paid to third parties in connection with the guaranteed investment contract. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 8, eff. Sept. 1, 1997; Acts 1999, 76th Leg., ch. 1454, Sec. 9, 10, eff. Sept. 1, 1999. Sec. 2256.016. AUTHORIZED INVESTMENTS: INVESTMENT POOLS. (a) An entity may invest its funds and funds under its control through an eligible investment pool if the governing body of the entity by rule, order, ordinance, or resolution, as appropriate, authorizes investment in the particular pool. An investment pool shall invest the funds it receives from entities in authorized investments permitted by this subchapter. An investment pool may invest its funds in money market mutual funds to the extent permitted by and consistent with this 19 subchapter and the investment policies and objectives adopted by the investment pool. (b) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must furnish to the investment officer or other authorized representative of the entity an offering circular or other similar disclosure instrument that contains, at a minimum, the following information: (1) the types of investments in which money is allowed to be invested; (2) the maximum average dollar -weighted maturity allowed, based on the stated maturity date, of the pool; (3) the maximum stated maturity date any investment security within the portfolio has; (4) the objectives of the pool; (5) the size of the pool; (6) the names of the members of the advisory board of the pool and the dates their terms expire; (7) the custodian bank that will safekeep the pool's assets; (8) whether the intent of the pool is to maintain a net asset value of one dollar and the risk of market price fluctuation; (9) whether the only source of payment is the assets of the pool at market value or whether there is a secondary source of payment, such as insurance or guarantees, and a description of the secondary source of payment; (10) the name and address of the independent auditor of the pool; (11) the requirements to be satisfied for an entity to deposit funds in and withdraw funds from the pool and any deadlines or other operating policies required for the entity to invest funds in and withdraw funds from the pool; and (12) the performance history of the pool, including yield, average dollar -weighted maturities, and expense ratios. (c) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must furnish to the investment officer or other authorized representative of the entity: (1) investment transaction confirmations; and 20 (2) a monthly report that contains, at a minimum, the following information: (A) the types and percentage breakdown of securities in which the pool is invested; (B) the current average dollar -weighted maturity, based on the stated maturity date, of the pool; (C) the current percentage of the pool's portfolio in investments that have stated maturities of more than one year; (D) the book value versus the market value of the pool's portfolio, using amortized cost valuation; (E) the size of the pool; (F) the number of participants in the pool; (G) the custodian bank that is safekeeping the assets of the pool; (H) a listing of daily transaction activity of the entity participating in the pool; (I) the yield and expense ratio of the pool, including a statement regarding how yield is calculated; (J) the portfolio managers of the pool; and (K) any changes or addenda to the offering circular. (d) An entity by contract may delegate to an investment pool the authority to hold legal title as custodian of investments purchased with its local funds. (e) In this section, "yield" shall be calculated in accordance with regulations governing the registration of open-end management investment companies under the Investment Company Act of 1940, as promulgated from time to time by the federal Securities and Exchange Commission. (f) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, a public funds investment pool created to function as a money market mutual fund must mark its portfolio to market daily, and, to the extent reasonably possible, stabilize at a $1 net asset value. If the ratio of the market value of the portfolio divided by the book value of the portfolio is less than 0.995 or greater than 1.005, portfolio holdings shall be sold as necessary to maintain the ratio between 0.995 and 1.005. In addition to the requirements of its investment policy and any other forms of reporting, a public funds investment pool created to function as a money market mutual fund shall 21 report yield to its investors in accordance with regulations of the federal Securities and Exchange Commission applicable to reporting by money market funds. (g) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, a public funds investment pool must have an advisory board composed: (1) equally of participants in the pool and other persons who do not have a business relationship with the pool and are qualified to advise the pool, for a public funds investment pool created under Chapter 791 and managed by a state agency; or (2) of participants in the pool and other persons who do not have a business relationship with the pool and are qualified to advise the pool, for other investment pools. (h) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must be continuously rated no lower than AAA or AAA -m or at an equivalent rating by at least one nationally recognized rating service. (i) If the investment pool operates an Internet website, the information in a disclosure instrument or report described in Subsections (b), (c)(2), and (f) must be posted on the website. (j) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must make available to the entity an annual audited financial statement of the investment pool in which the entity has funds invested. (k) If an investment pool offers fee breakpoints based on fund balances invested, the investment pool in advertising investment rates must include either all levels of return based on the breakpoints provided or state the lowest possible level of return based on the smallest level of funds invested. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1421, Sec. 9, eff. Sept. 1, 1997. Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004 (H.B. 2226), Sec. 7, eff. June 17, 2011. 22 Sec. 2256.017. EXISTING INVESTMENTS. An entity is not required to liquidate investments that were authorized investments at the time of purchase. Added by Acts 1995, 74th Leg., ch. 76, Sec. 5.46(a), eff. Sept. 1, 1995; Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Amended by Acts 1997, 75th Leg., ch. 1421, Sec. 10, eff. Sept. 1, 1997. Sec. 2256.019. RATING OF CERTAIN INVESTMENT POOLS. A public funds investment pool must be continuously rated no lower than AAA or AAA -m or at an equivalent rating by at least one nationally recognized rating service. Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Amended by Acts 1997, 75th Leg., ch. 1421, Sec. 11, eff. Sept. 1, 1997. Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004 (H.B. 2226), Sec. 8, eff. June 17, 2011. Sec. 2256.020. AUTHORIZED INVESTMENTS: INSTITUTIONS OF HIGHER EDUCATION. In addition to the authorized investments permitted by this subchapter, an institution of higher education may purchase, sell, and invest its funds and funds under its control in the following: (1) cash management and fixed income funds sponsored by organizations exempt from federal income taxation under Section 501(f), Internal Revenue Code of 1986 (26 U.S.C. Section 501(f)); (2) negotiable certificates of deposit issued by a bank that has a certificate of deposit rating of at least 1 or the equivalent by a nationally recognized credit rating agency or that is associated with a holding company having a commercial paper rating of at least A-1, P-1, or the equivalent by a nationally recognized credit rating agency; and (3) corporate bonds, debentures, or similar debt obligations rated by a nationally recognized investment rating firm in one of the two highest long-term rating categories, without regard to gradations within those categories. Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. 23 Sec. 2256.0201. AUTHORIZED INVESTMENTS; MUNICIPAL UTILITY. (a) A municipality that owns a municipal electric utility that is engaged in the distribution and sale of electric energy or natural gas to the public may enter into a hedging contract and related security and insurance agreements in relation to fuel oil, natural gas, coal, nuclear fuel, and electric energy to protect against loss due to price fluctuations. A hedging transaction must comply with the regulations of the Commodity Futures Trading Commission and the Securities and Exchange Commission If there is a conflict between the municipal charter of the municipality and this chapter, this chapter prevails. (b) A payment by a municipally owned electric or gas utility under a hedging contract or related agreement in relation to fuel supplies or fuel reserves is a fuel expense, and the utility may credit any amounts it receives under the contract or agreement against fuel expenses. (c) The governing body of a municipally owned electric or gas utility or the body vested with power to manage and operate the municipally owned electric or gas utility may set policy regarding hedging transactions. (d) In this section, "hedging" means the buying and selling of fuel oil, natural gas, coal, nuclear fuel, and electric energy futures or options or similar contracts on those commodities and related transportation costs as a protection against loss due to price fluctuation. Added by Acts 1999, 76th Leg,, ch. 405, Sec. 48, eff. Sept. 1, 1999. Amended by: Acts 2007, 80th Leg., R.S., Ch. 7 (S.B. 495), Sec. 1, eff. April 13, 2007. Sec. 2256.0202. AUTHORIZED INVESTMENTS: MUNICIPAL FUNDS FROM MANAGEMENT AND DEVELOPMENT OF MINERAL RIGHTS. (a) In addition to other investments authorized under this subchapter, a municipality may invest funds received by the municipality from a lease or contract for the management and development of land owned by the municipality and leased for oil, gas, or other mineral development in any investment authorized to be made by a trustee under Subtitle B, Title 9, Property Code (Texas Trust Code). 24 (b) Funds invested by a municipality under this section shall be segregated and accounted for separately from other funds of the municipality. Added by Acts 2009, 81st Leg., R.S., Ch. 1371 (S.B. 894), Sec. 1, eff. September 1, 2009. Sec. 2256.0203. AUTHORIZED INVESTMENTS: PORTS AND NAVIGATION DISTRICTS. (a) In this section, "district" means a navigation district organized under Section 52, Article III, or Section 59, Article XVI, Texas Constitution. (b) In addition to the authorized investments permitted by this subchapter, a port or district may purchase, sell, and invest its funds and funds under its control in negotiable certificates of deposit issued by a bank that has a certificate of deposit rating of at least 1 or the equivalent by a nationally recognized credit rating agency or that is associated with a holding company having a commercial paper rating of at least A-1, P-1, or the equivalent by a nationally recognized credit rating agency. Added by Acts 2011, 82nd Leg., R.S., Ch. 804 (H.B. 2346), Sec. 1, eff. September 1, 2011. Sec. 2256.0204. AUTHORIZED INVESTMENTS: INDEPENDENT SCHOOL DISTRICTS. (a) In this section, "corporate bond" means a senior secured debt obligation issued by a domestic business entity and rated not lower than "AA-" or the equivalent by a nationally recognized investment rating firm. The term does not include a debt obligation that: (1) on conversion, would result in the holder becoming a stockholder or shareholder in the entity, or any affiliate or subsidiary of the entity, that issued the debt obligation; or (2) is an unsecured debt obligation. (b) This section applies only to an independent school district that qualifies as an issuer as defined by Section 1371.001. (c) In addition to authorized investments permitted by this subchapter, an independent school district subject to this section may purchase, sell, and invest its funds and funds under its control in 25 corporate bonds that, at the time of purchase, are rated by a nationally recognized investment rating firm "AA-" or the equivalent and have a stated final maturity that is not later than the third anniversary of the date the corporate bonds were purchased. (d) An independent school district subject to this section is not authorized by this section to: (1) invest in the aggregate more than 15 percent of its monthly average fund balance, excluding bond proceeds, reserves, and other funds held for the payment of debt service, in corporate bonds; or (2) invest more than 25 percent of the funds invested in corporate bonds in any one domestic business entity, including subsidiaries and affiliates of the entity. (e) An independent school district subject to this section may purchase, sell, and invest its funds and funds under its control in corporate bonds if the governing body of the district: (1) amends its investment policy to authorize corporate bonds as an eligible investment; (2) adopts procedures to provide for: (A) monitoring rating changes in corporate bonds acquired with public funds; and (B) liquidating the investment in corporate bonds; and (3) identifies the funds eligible to be invested in corporate bonds. (f) The investment officer of an independent school district, acting on behalf of the district, shall sell corporate bonds in which the district has invested its funds not later than the seventh day after the date a nationally recognized investment rating firm: (1) issues a release that places the corporate bonds or the domestic business entity that issued the corporate bonds on negative credit watch or the equivalent, if the corporate bonds are rated "AA-" or the equivalent at the time the release is issued; or (2) changes the rating on the corporate bonds to a rating lower than "AA-" or the equivalent. (g) Corporate bonds are not an eligible investment for a public funds investment pool. Added by Acts 2011, 82nd Leg., R.S., Ch. 1347 (S.B. 1543), Sec. 1, eff. June 17, 2011. 26 Sec. 2256.0205. AUTHORIZED INVESTMENTS; DECOMMISSIONING TRUST. (a) In this section: (1) "Decommissioning trust" means a trust created to provide the Nuclear Regulatory Commission assurance that funds will be available for decommissioning purposes as required under 10 C.F.R. Part 50 or other similar regulation. (2) "Funds" includes any money held in a decommissioning trust regardless of whether the money is considered to be public funds under this subchapter. (b) In addition to other investments authorized under this subchapter, a municipality that owns a municipal electric utility that is engaged in the distribution and sale of electric energy or natural gas to the public may invest funds held in a decommissioning trust in any investment authorized by Subtitle B, Title 9, Property Code. Added by Acts 2005, 79th Leg., Ch. 121 (S.B. 1464), Sec. 1, eff. September 1, 2005. Sec. 2256.021. EFFECT OF LOSS OF REQUIRED RATING. An investment that requires a minimum rating under this subchapter does not qualify as an authorized investment during the period the investment does not have the minimum rating. An entity shall take all prudent measures that are consistent with its investment policy to liquidate an investment that does not have the minimum rating. Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Sec. 2256.022. EXPANSION OF INVESTMENT AUTHORITY. Expansion of investment authority granted by this chapter shall require a risk assessment by the state auditor or performed at the direction of the state auditor, subject to the legislative audit committee's approval of including the review in the audit plan under Section 321.013. Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Amended by Acts 2003, 78th Leg., ch. 785, Sec. 42, eff. Sept. 1, 2003. 27 Sec. 2256.023. INTERNAL MANAGEMENT REPORTS. (a) Not less than quarterly, the investment officer shall prepare and submit to the governing body of the entity a written report of investment transactions for all funds covered by this chapter for the preceding reporting period. (b) The report must: (1) describe in detail the investment position of the entity on the date of the report; (2) be prepared jointly by all investment officers of the entity; (3) be signed by each investment officer of the entity; (4) contain a summary statement of each pooled fund group that states the: (A) beginning market value for the reporting period; (B) ending market value for the period; and (C) fully accrued interest for the reporting period; (5) state the book value and market value of each separately invested asset at the end of the reporting period by the type of asset and fund type invested; (6) state the maturity date of each separately invested asset that has a maturity date; (7) state the account or fund or pooled group fund in the state agency or local government for which each individual investment was acquired; and (8) state the compliance of the investment portfolio of the state agency or local government as it relates to: (A) the investment strategy expressed in the agency's or local government's investment policy; and (B) relevant provisions of this chapter. (c) The report shall be presented not less than quarterly to the governing body and the chief executive officer of the entity within a reasonable time after the end of the period. (d) If an entity invests in other than money market mutual funds, investment pools or accounts offered by its depository bank in the form of certificates of deposit, or money market accounts or similar accounts, the reports prepared by the investment officers under this section shall be formally reviewed at least annually by an independent auditor, and the 28 result of the review shall be reported to the governing body by that auditor. Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Amended by Acts 1997, 75th Leg., ch. 1421, Sec. 12, eff. Sept. 1, 1997. Amended by: Acts 2011, 82nd Leg., R.S., Ch. 1004 (H.B. 2226), Sec. 9, eff. June 17, 2011. Sec. 2256.024. SUBCHAPTER CUMULATIVE. (a) The authority granted by this subchapter is in addition to that granted by other law. Except as provided by Subsection (b), this subchapter does not: (1) prohibit an investment specifically authorized by other law; or (2) authorize an investment specifically prohibited by other law. (b) Except with respect to those investing entities described in Subsection (c), a security described in Section 2256.009(b) is not an authorized investment for a state agency, a local government, or another investing entity, notwithstanding any other provision of this chapter or other law to the contrary. (c) Mortgage pass-through certificates and individual mortgage loans that may constitute an investment described in Section 2256.009(b) are authorized investments with respect to the housing bond programs operated by: (1) the Texas Department of Housing and Community Affairs or a nonprofit corporation created to act on its behalf; (2) an entity created under Chapter 392, Local Government Code; or (3) an entity created under Chapter 394, Local Government Code. Added by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Sec. 2256.025. SELECTION OF AUTHORIZED BROKERS. The governing body of an entity subject to this subchapter or the designated investment committee of the entity shall, at least annually, review, revise, and 29 adopt a list of qualified brokers that are authorized to engage in investment transactions with the entity. Added by Acts 1997, 75th Leg., ch. 1421, Sec. 13, eff. Sept. 1, 1997. Sec. 2256.026. STATUTORY COMPLIANCE. All investments made by entities must comply with this subchapter and all federal, state, and local statutes, rules, or regulations. Added by Acts 1997, 75th Leg., ch. 1421, Sec. 13, eff. Sept. 1, 1997. SUBCHAPTER B. MISCELLANEOUS PROVISIONS Sec. 2256.051. ELECTRONIC FUNDS TRANSFER. Any local government may use electronic means to transfer or invest all funds collected or controlled by the local government. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Sec. 2256.052. PRIVATE AUDITOR. Notwithstanding any other law, a state agency shall employ a private auditor if authorized by the legislative audit committee either on the committee's initiative or on request of the governing body of the agency. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995. Sec. 2256.053. PAYMENT FOR SECURITIES PURCHASED BY STATE. The comptroller or the disbursing officer of an agency that has the power to invest assets directly may pay for authorized securities purchased from or through a member in good standing of the National Association of Securities Dealers or from or through a national or state bank on receiving an invoice from the seller of the securities showing that the securities have been purchased by the board or agency and that the amount to be paid for the securities is just, due, and unpaid. A purchase of securities may not be made at a price that exceeds the existing market value of the securities. 30 Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1423, Sec. 8.67, eff. Sept. 1, 1997. Sec. 2256.054. DELIVERY OF SECURITIES PURCHASED BY STATE. A security purchased under this chapter may be delivered to the comptroller, a bank, or the board or agency investing its funds. The delivery shall be made under normal and recognized practices in the securities and banking industries, including the book entry procedure of the Federal Reserve Bank. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1423, Sec. 8.68, eff. Sept. 1, 1997. Sec. 2256.055. DEPOSIT OF SECURITIES PURCHASED BY STATE. At the direction of the comptroller or the agency, a security purchased under this chapter may be deposited in trust with a bank or federal reserve bank or branch designated by the comptroller, whether in or outside the state. The deposit shall be held in the entity's name as evidenced by a trust receipt of the bank with which the securities are deposited. Amended by Acts 1995, 74th Leg., ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 1423, Sec. 8.69, eff. Sept. 1, 1997. 31 APPENDIX B Code of Ethics ARTICLE V. - CODE OF ETHICS'-/ DIVISION 1. - RULES OF CONDUCT Sec. 2-310. - Preamble. The purpose of this code of ethics is to promote public trust by establishing rules of conduct for city council members, board members, and employees; by providing a fair process for receiving and adjudicating complaints; and by requiring periodic financial disclosure. The rules of conduct form the basis for possible sanctions, and are therefore intended to clearly define proper conduct so that those who must comply may understand the rules and carry out their responsibilities consistently with the rules. 11 is recognized that situations with ethical implications will arise outside the prohibitions of the rules; in such situations, council members, board members, and employees are encouraged to keep in mind the ideal of the public trust and to conduct themselves in a manner to avoid the appearance of impropriety even where not compelled by the rules. If a council member believes that he/she should abstain from voting on an item to avoid the appearance of impropriety, as encouraged by this code of ethics Ordinance, or who in discussing or voting on an issue is unable to take an unbiased position, that council member shall be disqualified from discussions about and subsequent voting for that item under this city ordinance. The city recognizes that city council members are also tnembers of the society and, therefore, cannot and should not be without any personal and economic interest in the decisions and policies of government; that city council members retain their rights as citizens lo interests ofa personal or economic nature and their rights to publicly express their views on matters of general public interest. h is not the intent of this ordinance to diminish the rights of city council members as citizens of the community. However, city council members may not use their positions in dealing with the city manager or city employees to advance their personal econotnic interest, their families' economic interest, or the entities in which they have a substantial interest. (Ord. No. 23772, § 1, 9-21-1999; Ord. No. 028170, § 1, 5-12-2009; Ord. No. 028271, § 2, 8-18-2009; Ord. No. 029428, § 1, 3-27-2012) • Sec. 2-311. - Standards. The following rules of conduct apply lo all council members, board members, and employees: Special privileges. (1) You shall not use your office for private advancement or gain or to secure special privileges or exemptions for yourself or others. (2) You shall not grant any special consideration, treatment or advantage to any person or group beyond that which is available to others generally. (3)(a)You shall not use city facilities, personnel, equipment or supplies for purposes unrelated to the interests of the city, except to the extent such are lawfully available to the public. Notwithstanding the foregoing sentence, Corpus Christi police officers, airport public safety officers and municipal court marshals may wear their city -issued uniforms, badges, and other uniform attire, may use their city - issued radios, and may carry their city -issued weapons, on approved off-duty law enforcement employment; and Corpus Christi fire fighters may wear their city -issued uniforms, badges, and other uniforrn attire, and use their city -issued radios on approved off-duty fire watch employment. (b) You may not spend or authorize the spending of public funds for political advertising. This prohibition does not apply to a communication that factually describes the purposes ofa measure if the communication does not advocate passage or defeat of the measure. This paragraph shall be construed consistently with Texas Election Code Section 255.003. 1 (4) Unless you are a council member, you shall not use the prestige of your position with the city on behalf of any political party or cause. (5) You shall maintain appropriate relationships with other officials. employees, customers, defendants, and individuals receiving services from you or your organizational unit, and shall not use your position to engage in any inappropriate personal relationships. G!(is: (6) You shall not accept or solicit any money, property, service or other thing of value by way of gift, favor, loan or otherwise that might reasonably lend to influence you in the discharge of your official duties or which you know or should have known was offered with the intent to influence or reward your official conduct. (6)(a)Special applications. Subsection 2-311(5) does not include: (1) A gift to a city official or etnployee relating to a special occasion, such as a wedding, anniversary, graduation, birth, illness, death, or holiday, provided that the value of the gift is fairly commensurate with the occasion and the relationship between the donor and recipient; (2) Advancement for or reimbursement of reasonable expenses for travel in connection with official duties provided by third parties must be disclosed in the travel report; payment for or reimbursement of expenses for travel in excess of authorized rates under city policy will be treated as a personal gift to the official or employee for any applicable reporting requirement; (3) A public award or reward for meritorious service or professional achievement, provided that the award or reword is reasonable in light of the occasion and it is not prohibited under Texas Penal Code Section 36.08 (Gift to Public Servant by Person Subject to His Jurisdiction); (4) A loan from a lending institution made in its regular course of business an the same terms generally available to the public; (5) A scholarship or fellowship awarded on the same terms and based on the same criteria that are applied to other applicants; (6) Any solicitation for civic or charitable causes; (7) Admission to an event in which the city official or employee is participating in connection with his or her spouse's position; (8) Ceremonial and protocol gifts presented to city officials from n foreign government or international or multinational organization and accepted for the City of Corpus Christi; (9) Admission to a widely attended event, such as a convention, conference, symposium, forum, panel discussion, dinner, viewing, reception or similar event, offered by the sponsor of the event, and unsolicited by the city official or employee, if nttending or participating in an official capacity, including: (A) the official or employee participates in the event as a speaker or panel participant by presenting information related to matters before the city; or (B) the official or employee performs a ceremonial function appropriate to that individual's position with the city; or (C) attendance at the event is appropriate to the performance of the official duties ur representative function of the official or employee; (I0) Admission to a charity event provided by the sponsor of the event, where the offer is unsolicited by the city official or employee; (11) Admission to training or education program or other program, including meals and refreshments furnished to all attendees, if such training is related to the official or employee's official duties and the !raining is in the interest of the city. (7) In the event you receive any gift or loan of property or services on behalf of the city, you shall promptly deliver such gift or loan to the city manager for official acceptance and inventory of the city. Conflicts of interest: 2 (8)(A) If a contract or business transaction involving the city, in which you or one of your relatives have a conflict of interest ar potential conflict of interest comes before you in the performance of your official duties, you shall take the following actions: (i) Immediately make a written disclosure of your interest in the matter lo the city secretary and city manager. (ii) Abstain from any vote or decision. (iii) Not participate in any discussion on the matter with members of the council, the city manager, or city employees. (B) You may not use your position lo influence the action of a city official or employee in the performance of their duties related to a contract or business transaction in which you or one of your relatives have a conflict of interest or potential conflict of interest. (C) If you were initially not aware that you or a relative has a conflict or potential conflict of interest, you must comply with (7)(A) as soon as you become aware that you have or should have been aware that you have the conflict or potential conflict of interest. (D) However, you may apply for city services or discuss your personal interest with a city representative on behalf of your own interest if you notify the city secretary and city manager in writing that you have a personal interest in a matter that requires action by the city, and that you are acting strictly in your private capacity, and not as a member of the city council or board or as a city employee and you advise any member of the city council, city board ar commission, or any city employee you are dealing with that you are appearing only in your private capacity. (9) You shall not engage in any outside activities or employment which will conflict or be incompatible with the full and proper discharge of your official duties, impair your independent judgment in the performance of your duties, or reflect discredit upon the city. (10) You shall not represent any other private person, or group or interest in any action or proceeding against or adverse to the interest of the city or in any litigation in which the city is a party. (1 1) You shall not represent any other private person or group in any action or proceeding in the municipal courts of the city which was instituted by city officers or employees m the course of their official duties. (12) You shall not receive any fee or compensation for your official services from any source other than the city except as may be provided by law or authorized by the city council. Actions adverse to the cirjl_ (13) You shall not disclose information that could adversely affect the property or affairs of the city, except as required by law. (14) You shall not knowingly perform or refuse to perform any act in order to deliberately thwart the execution of federal, state or local laws or regulations or the achievement of any official city programs. (15) You shall not engage in any felony crime, misdemeanor involving moral turpitude, or other conduct that reflects discredit on the city. Provisions for council menthe) s• - (16) As a city council member, individually, you shall not have a substantial interest in any contract with the City of Corpus Christi. (17) In order to preserve and promote independent advice and decisions from city boards and the integrity of the independent board process as a council member, you shall not speak before any city board, commission or committee except on behalf of your own financial interest; in which case, you shall publicly state the nature of your financial interest and that you are appearing only in your private capacity. (18) As a council member, you shall not give any orders to any employee except through the city manager as provided by the City Chaser. 3 (19) As a council member, you shall not participate in the process for the appointment of or the confirmation of the appointment of a member to a board, commission or committee of the city, or to the governing body of an independent entity all or part of whose members are appointed by the city council, after you are aware that an individual seeking, being promoted for, or being considered for the position: (1) is related to you within a degree described by Section 573.002, Texas Government Code; (2) Is your employer; (3) Is a director or officer of a business entity (as defined in Section 171.001, Texas Local Government Code) which is your employer; or (4) Owns ten (10) per cent or more of the voting stock or shares of a business entity which is your employer. Provisions for hoard members: (20) As a board member, you shall not have a substantial interest in any contract with the city in which your board or commission, or the city department related thereto, has jurisdiction. (21) As u board member, you shall not represent or appear on behalf of the private interest of others before your board, commission or committee, the city council, or any board which has appellate jurisdiction over your board, commission or committee, concerning a matter which is within the subject matter jurisdiction of your board. (This rule does not prohibit you from appearing on behalf of your own financial interest even though others may have the same or a similar interest.) Provisions for employees: (22) As an employee you shall not have an interest in any contract with the city. This prohibition does not include any employment contract which may be authorized for the employee, a contract of sale for real property or a contract for services which are available for all citizens. (23) Unless previously recommended by the city manager, and approved by the ethics commission, as an employee, you shall not, within twelve (12) months after leaving city employment, represent any other person or organization in any fonnal or informal appearance with the city council or any other agency or employee of the city concerning a project for which you had responsibility as an employee. (24) As an employee, you shall not represent or appear on behalf of the private interest of others before the city council or any board, comtnission or committee of the city. (This rule does not prohibit you from appearing on behalf of your own financial interest even though others may have the same or a similar interest). (25) As an employee, you may not be employed by any business or individual who has business dealings with or for your departtncnt, including any work that is subject to review or inspection by your department, even if you do not personally review or inspect the work of the business or individual. (26) As an employee, you may not violate the confidentiality or privacy of an individual, including a juvenile and adult defendants or detainees or juvenile clients being counseled through a city program, unless it is to seek emergency assistance or consultation services from within the city's program or school campus; the individual has threatened to harm themselves or others; or to provide details of any criminal activity or enterprise. (Ord. No. 20781, § 1, 9-19-1989; Ord. No. 20913, § 1, 5-1-1990; Ord. No. 23772, § 2, 9-21-1999; Ord. No. 24613, § I, 10-9-2001; Ord. No. 025769, § I, 5-25-2004; Ord. No. 027642, § 1, 4-8-2008; Ord. No. 028170, § 1, 5- 12-2009; Ord. No. 028271, § 2, 8-18-2009; Ord. No. 029428, § 1, 3-27-2012; Ord. No. 029467, § 1, 5-8-2012) • Sec. 2-312. - Definitions. The following definitions apply to the above rules of conduct: Board member: A member of any board, commission or committee of the city, including the board of any corporation created by the city. 4 Conflict of interest: Any interest, reasonable expectation of an economic benefit, substantial interest, or anticipated substantial interest in a matter or business transaction involving the city that could influence an individual's ability to make an impartial decision. 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. Employee: Any person employed by the city, whetter under civil service or not, including part-time employees and employees of any corporation created by the city. Interest: Any direct or indirect pecuniary or material benefit in a contract or transaction other than: (1) An interest which is shared by and available to all other persons similarly situated; or (2) A remote or incidental interest which would not increase or decrease materially due to the action of the city or is less than two hundred dollars (S200.00) in value; or (3) An interest of a subcontractor which has no direct contractual relationship with the city, is receiving fair and reasonable compensation, and is not operating as a subterfuge to circumvent the code of ethics; or (4) An interest in real property acquired by the city which could otherwise be accomplished only through eminent domain provided that the property must be acquired for a public purpose and just compensation must be paid under the Texas Constitution after obtaining an independent appraisal. Relative: Spouse, father, mother, brother, sister, son, daughter, spouse's children, father-in-law, mother- in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law and adoptive relationships being treated the same as natural relationships. Substantial interest: Any interest in a business entity lithe person or relative owns ten (10) per cent or more of voting stock or shares of the business entity or owns ten (10) per cern or more or five thousand dollars (S5,000,00) or more of the fair market value of the business entity or funds received from the business entity exceeds ten (10) per cent or more of the person's gross income for the previous year. A person bus u substantial interest in real property if he or his relative controls or has an equitable or legal ownership interest with a fair market value of two thousand five hundred dollars (S2,500.00) or more. (Ord. No. 20781, § 1, 9-19-1989; Ord. No. 028170, § 2, 5-12-2009; Ord. No.028271, § 3, 8-18-2009; Ord. No. 029428, § 1.3-27-2012) • Sec. 2-313. - Effect of violation. A violation of these rules of conduct shall subject the council member, board member or employee to appropriate disciplinary proceedings, but such violation shall not render the action of the city voidable by the city unless the action would not have been approved without the vole of the person who violated the rules of conduct. (Ord. No. 20781, § 1, 9-19-1989) • Sec. 2-314. - Exceptions to abstention requirement. The requirement that a council member or board member abstain from voting on a matter or participating in discussion as contained in rule 7 of the rules of conduct shall not apply in the following situations, provided that such person has complied with the requirements of written disclosure of the interest: 5 (a) In the event a majority of the members of the council or the board, commission or committee have filed a written disclosure of a conflict of interest on the matter and would be required to abstain; or (b) On the final approval of the budget when the person has abstained from a separate vote taken on the particular budget item pertaining to the conflict of interest and action or that panicular item has been resolved. (Ord. No. 20781, § 1, 9-19-1989) Cross reference— Rules of conduct, ti 2-311. • Sec. 23I5. - Freedom of expression. Nothing contained in the code of ethics shall abridge the right of any citizen, whether or not a council member, board member or employee, to exercise his or her right of expression under the U.S. or Texas Constitutions. (Ord. No. 20781, § 1, 9-19-1989) • Sec. 2-316. - Lobbyist registration. Subsection A. Persons required to register us lobbrrcte. (a) A person who engages in lobbying must register with the city secretary if, with respect to any client, the person engages in lobbying activities for compensation. (b) The following persons are not required to register under subsection (a): (1) Media outlets. A person who owns, publishes or is employed by: (A) a newspaper, (B) any other regularly published periodical; (C) a radio station; (D) a television station; (E) a wire service; or (F) any other bona fide news medium that in the ordinary course of business disseminates news, opinions, or paid advertisements that directly or indirectly oppose or promote municipal questions to seek to influence official action relating thereto, if the person does not engage in other activities that require registration under Part E. This subsection does not exempt the news media or a person whose relation to the news media is only incidental to a lobbying effort or if a position taken or advocated by a media outlet directly impacts, affects, or seeks to influence a municipal question in which the media outlet has a direct or indirect economic interest. (2) Mohilking entin-co+rstituents, A person whose only lobbying activity is to encourage or solicit the members, employees, or owners (including shareholders) of an entity by whom the person is compensated to communicate directly with one or more city officials to influence municipal questions. This exception is intended to apply to neighborhood and other similar not-for-profit organizations. (3) Governmental entities. Governmental entities and their officers and employees, provided the communications relate solely to subjects of governmental interest concerning the respective governmental bodies and the city. (4) Unknown ntuurcrpal questions. A person who does not know and has no reason to know that a municipal question is pending at the time of contact with a city official. (5) Dispute resolution. An attorney or other person whose contact with a city official is made solely as part of resolving a dispute with the city, provided that the contact is solely with city officials who do not vote on or have final authority over any municipal question involved and so long as such an 6 attorney complies with Rule 4.02 of the Texas Disciplinary Rules of Professional Conduct, ns amended. Subsection B. Dc/ miii ars. The following words and phrases have the meaning ascribed to them in this section unless the context requires otherwise: (a) City official means the members of the city council, city manager, deputy and assistant city managers, city secretary, city attorney, assistant city attorneys, department heads, municipal court judges, and all members of any board, commission or committee oldie city, including the board of any corporation created by the city. (b) Client means any person on whose behalf lobbying is conducted. In the case of a coalition or association that employs or retains other pet -sons to conduct lobbying activities, the client is the coalition or association and not its individual members. (c) Compensation means money, service, facility or other thing of value or financial benefit that is received or is to be received in return for or in connection with services rendered or to be rendered. Compensation does not include a payment made to any individual regularly employed by a person if (1) the payment ordinarily would be made regardless of whether the individual engaged in lobbying activities and (2) lobbying activities are not part of the individual's regular responsibilities to the person making the payment. Compensation does not include the financial gain that a person may realize as n result of the determination of a municipal question, unless that gain is in the Form of a contingent fir. (d) Lobby or lobbying means any oral or written communication (including an electronic communication) to a city official, made directly or indirectly by any person in an effort to influence or persuade an official to favor or oppose, recommend or not recommend, vote for or against, or take or refrain from taking action on any municipal question. The tern lobby or lobbying does not include a communication: (1) merely requesting information or inquiring about the facts or status of any municipal question, matter, or procedure, and not attempting to influence a city official; (2) made by a public official or employee acting in his or her official capacity; (3) made by a representative of a media organization if the purpose of the communication is gathering and disseminating news and information to the public; (4) made in a speech, article, publication, or other material that is distributed and made available to the public, or through radio, television, cable television, or any other medium of mass communication; (5) made at a meeting open to the public under the Open Meetings Act; (6) made in the form of a written comment filed in the course of a public proceeding or any other communication that is made on the record in a public proceeding; (7) made in writing as a petition for official action and required to be a public record pursuant to established city procedures; (8) made in writing to provide information in response to an oral or written request by a city official for specific information; (9) the content of which is compelled by law; (10) made in response to a public notice soliciting communications from the public and directed to the official specifically designated in the notice to receive such communications; (1 l) made on behalf of an individual with regard to that individual's employment or benefits; (12) made by a fact witness or expert witness at an official proceeding; or (13) made by a person solely on behalf of that individual, his or her spouse, or his or her minor children. 7 (e) Municipal question means a public policy issue of a discretionary nature pending or impending before city council or any board or commission, including but not limited to proposed action, or proposals for action, in the form of ordinances, resolutions, motions, recommendations, reports, regulations, policies, nominations, appointments, sanctions, and bids, including the adoption of specifications, awards, grants, or contracts. The Term municipal question does not include the day-to- day application, administration, or execution achy programs and policies. Subsection C. Registration. (a) A registration form shall be completed and filed by a person required to register prior to the commencement of lobbying activity for a client. (b) A separate registration form must be fled for each client. (c) The registration shall be on n form prescribed by the city secretary and shall include, to the extent applicable: (1) the full name, phone number, permanent address, and nature of the business of: (A) the registrant; (B) the client; (C) any lobbying finn for which the registrant is an agent or employee with respect to the client; and (D) each employee or agent of the registrant who hos acted or whom the registrant expects to act as a lobbyist on behalf of the client; (2) a statement of all municipal questions on which the registrant will lobby for the client. (d) A registrant shall file an amended registration lithe information contained in the current registration changes or is incorrect. (c) A registrant may file a termination of registration when no longer required to register. (Ord. No. 23772, § 3, 9-21-1999) + Sees. 2-317-2-319. - Reserved. 8 APPENDIX C Resolution Approved Resolution reaffirming the City of Corpus Christi's Investment Policy and Investment Strategies for fiscal year 2016-2017. WHEREAS, the City of Corpus Christi's Investment Policy and Investment Strategies were adopted pursuant to Resolution No. 022390 on October 24, 1995; WHEREAS, the Texas Public Funds Investment Act requires the governing body to annually review, amend as necessary, and reaffirm its investment policy and investment strategies; WHEREAS, the Investment Policy and Investment Strategies were previously reviewed for fiscal year 2015-2016 on November 16, 2015, and reaffirmed pursuant to Resolution No. 030711 on December 15, 2015; and WHEREAS, the Investment Policy and Investment Strategies were reviewed for fiscal year 2016-2017 on November 18, 2016, approved with an updated issuance date, did not require any amendments, and must be annually reaffirmed by the City Council; Therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council has reviewed the City of Corpus Christi's Investment Policy and Investment Strategies for the current fiscal year 2016-2017. A copy of the City of Corpus Christi's Investment Policy, which contains the separate Investment Strategies, is attached to this resolution as Exhibit A and is incorporated by reference into this resolution as if set out here in its entirety. Section 2. With an updated issuance date that coincides with the date this resolution is passed, the City Council reaffirms the City of Corpus Christi's Investment Policy and Investment Strategies for the current fiscal year 2016-2017 and continues the policy and strategies in full force and effect. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta, City Secretary Dan'McQueeif, Mayor Corpus Christi, Texas day of c O_Q..{?t Ue..." , 20 1/2 The above resolution was passed by the following vote: Dan McQueen Rudy Garza Paulette Guajardo 031.022 INDEXED Michael Hunter Joe McComb Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn 031022 APPENDIX D Legal Defense and Indemnification of City officers and Employees APPENDIX D Corpus Christi Code of Ordinances Chapter 39 Personnel Article 1 In General Sec. 39-14. - Legal defense and indemnification of city officers and employees. (a) Definitions. For the purposes of this section the term "officer" shall include any elected or appointed official of the city; and the term "employee" shall include all employees of the city, whether under civil service or not, including firemen and policemen, and shall include authorized volunteers, working under a volunteer program approved by the city manager. (b) Lrdcrnrtiftcation. Any officer or employee who is liable for the payment of any claims or damages arising out of the course and scope of employment shall be entitled to indemnification by the city provided that the acts or omissions resulting in such liability were done in good faith and without malicious or felonious intent. For the purposes of this section, the Term "arising out of the course and scope of employment" shall not include any action which occurs during a period of time in which the officer or employee is engaged in outside etnploytnent or is rendering contractual services to someone other than the city. Whether the acts were done in good faith, without malicious or felonious intent, and within the course and scope of employment shall be determined by the city, and such determination shall be final for the purposes of the representation and indemnity of this section; provided, however, that in the event such representation and indemnity have been denied by the city, if upon a Trial on the merits the city determines that the officer or employee was acting in good faith, without malicious or felonious intent and within the scope of employment the indemnification hereunder shall be granted and reasonable legal expenses incurred in the defense of the claim reimbursed. The city shall not be liable for any settlement of any such claim or suit effected without consent, and the city reserves the right to assert any defense and make any settlement of any claim or suit that it deems expedient. (c) Representation in actions. The city shall have the right and duty to provide legal representation through the city attorney, or in its discretion through the selection of outside legal counsel, to any officer or employee sued in connection with any claim for damages or other civil action against such person arising out of the course and scope of employment, provided that such officer or employee is entitled to indemnification as set forth in this section. Such legal representation shall be provided at no cost to the officer or employee, and any officer or employee may have his or her own counsel assist in the defense at the sole expense of the officer or employee. The officer or employee shall cooperate fully with the city in preparation and presentation of the case, and the failure to cooperate shall waive such officers or employee's right to representation and indemnity under this section. (d) Citt':c defenses. Nothing in this section shall be construed as waiving the city's defense of governmental immunity to it or its employees or officers in any action brought against the city or such officer or employee. For any suit or claim arising under the Texas Tort Claims Act, the indemnity provided by this section shall be limited to the statutory limits applicable to the city provided in said Act, as amended. (e) Notice. The provisions of this section shall apply only where the city has been given notice of the action brought against any city officer or employee within ten (10) clays of service of process upon the officer or employee. (0 Disciplinary actions. Nothing in this section shall prevent the city from taking disciplinary action against any officer or employee for conduct defended or indemnified by the city under this section, either before or after conclusion of the civil suit. (g) Suits in behalf of the city. Nothing in this section shall require the city to indemnify any officer or employee for recoveries made against him or her in suits by or on behalf of the city. The city council may, however, authorize the city attorney to represent any officer or employee in a suit brought by a taxpayer in behalf of the city against the officer or employee. (Ord. No. 14320, § 1, 5-17-1978; Ord. No. 17867, §§ 1 3, 10-5-1983; Ord. No. 19863, § 1, 7-21-1987; Ord. No. 19864, § 1, 7-21-1987) Editor's note— Formerly numbered § 39-16. 2 INFORMAL STAFF REPORT MEMORANDUM DATE: August 1, 2017 TO: Board of Directors North Padre Island Development Corporation FROM: Constance P. Sanchez, Director of Finance constancep@cctexas.com (361) 826-3227 SUBJECT: Investment Plan PURPOSE: Since 2008 when the financial market declined, interest earnings for Fund 1111 Reinvestment Zone Number 2 have also declined to practically nothing even though the fund has maintained cash balances throughout the years. As a result, the North Padre Island Development Corporation (NPIDC) has asked why no/very little interest is being earned. This agenda item is to discuss a new investment plan for the North Padre Island Development Corporation's funds held in escrow by Bank of New York Mellon. BACKGROUND AND FINDINGS: An Indenture of Trust agreement was initially signed between NPIDC and the Bank of New York (BONY) Trust Company on February 1, 2003 and then again on March 1, 2008 whereby all tax increments collected by NPIDC were to be deposited into a 'Pledged Revenue Fund" held in trust by the Bank of New York Trust Company (now called Bank of New York Mellon). This was a security measure enacted upon the creation of the Tax Increment Reinvestment Zone (TIRZ) #2 to ensure that the tax increment revenue collected would be used to first pay the tax increment contract revenue bonds and then to pay expenses as outlined in the agreement. These funds have been recorded in the City of Corpus Christi's accounting records in Fund 1111 "Reinvestment Zone No. 2". Initially when the TIRZ was created and contract revenue bonds were sold for the construction of Packery Channel, the City established a capital fund - Fund 3277 "Packery Channel CIP Fund" — to deposit the bond proceeds and pay the expenditures for the construction of Packery Channel. Interest was earned on the cash balances in this fund until 2010 when all the proceeds were expended. The City then created a second fund - Fund 3278 "Packery Channel Project — TIF2" — to account for capital projects in the TIRZ. Since no bond proceeds remained to fund these projects, the TIRZ #2 Board approved to transfer tax increment proceeds into this capital fund to account for the capital projects. The operating fund (Fund 1111) and the capital project funds (Funds 3277 and 3278) have maintained fund balances as follows: TIRZ Fund Balance Fiscal Year Ended Fund 1111 Fund 3278 2008 $ 5,138,470 $ 168,074 2009 $ 6,857,092 $ 28,233 2010 $ 8,358,697 $ - 2011 $ 6,067,506 $ 900,517 2012 $ 4,609,185 $ 1,072,652 2013 $ 4,912,874 $ 1,242,938 2014(14 -months) $ 5,064,191 $ 957,280 2015 $ 4,981,931 $ 2,363,453 2016 $ 6,992,624 $ 2,008,188 2017 (budget) $ 8,710,026 $ 1,955,583 The tax increment revenue held in trust by the BONY is invested in Dreyfus Government Securities Cash Management — Participant Shares Fund as authorized by the president of the NPIDC on March 11, 2008. The money in the City's capital project fund, on the other hand, is invested by the City Treasurer. In recent years, the money market mutual fund fees for funds held in trust by BONY have been just as much as the interest earned — meaning NPIDC has been earning no interest income. It was a goal for City staff to find the best way to invest these funds throughout the term of the TIRZ - December 31, 2022 unless it is renewed - to earn the most interest as possible while protecting the principal balances and complying with the City's investment policy. Historical interest returns based on the cash balances for both funds are as follows: Interest Earned BONY Interest City Interest Fiscal Year Ended Fund 1111 Fund 3278 2008 $ 136,481.31 $ 54,444.69 2009 $ 24,525.37 $ 7,523.44 2010 $ 28.62 $ - 2011 $ 3,167.36 $ 1,587.58 2012 $ 542.17 $ 1,713.11 2013 $ 0.57 $ 821.11 2014(14 -months) $ 99.08 $ 444.84 2015 $ 1.74 $ 2,527.64 2016 $ 511.36 $ 10,355.12 2017 (thru June 30, 2017) $ 12,326.03 $ 11,005.56 Total $ 177,683.61 $ 90,423.09 Through a collaboration with J. J. Hart, a member of a subcommittee of the Island Strategic Action Committee (ISAC), City staff recommends that the BONY liquidate the money market mutual fund that NPIDC's cash is currently invested. We are then recommending that the funds be invested as follows: 20% in a local government investment pool (Texpool) 60% in 1 -year US Treasuries 20% in 2 -year US Treasuries TIRZ #2 has ongoing expenses including annual bond payments and monitoring of the Packery Channel. Currently, these expenses are covered by the annual revenue to the fund. There are two (2) larger projects being considered in future fiscal years: the first is for dredging of the Packery Channel at a budgeted cost of $3 million (conservative estimate) and the second is for funding towards the Park Road 22 bridge at a cost of $4 million. Additionally, $6 million of reserves has been set aside from the fund balance. The $6 million includes $4 million for dredging, $1.5 million for bond reserves, and $0.5 million for general reserves. Annually in September, the City Treasurer will review the fund balance and estimated expenditures for the upcoming fiscal year to determine the investable balance and will reallocate the funds to the percentages noted above - as fund and trust indenture restrictions allow. Because of trust indenture restrictions and annual expenditures, the local government investment pool balance will never be less than $2 million ($1.5 million for bond reserves and $0.5 million for general reserves). Additionally, the amount of investment in the 1 -year US Treasury will not be less than the next debt service payment. Investments made in US Treasuries will be evaluated and chosen based on a maturity date prior to the bond payment date and the best yield at the time of purchase. These US Treasury investments will be made with maturities of approximately 1 -year to 2 -years on an annual basis. We recommend that any new money deposited with BONY be placed in the local government investment pool throughout the fiscal year. This investment plan will allow ample lead time to have cash available as needed while providing the best possible yield for these funds. BONY currently charges NPIDC approximately $5,200 per year in bank fees. It has been confirmed that there will be no cost to liquidate the NPIDC's funds. However, to invest in the local government investment pool, a $75 fee will be charged per account per month to maintain the outside investments, a $25 fee per transaction will be charged on all deposits, withdrawals, transfers on each account, and a $50 fee will be charged for each US Treasury purchase. City staff expects the additional fees to be approximately $4,000 per year. Currently, the local government investment pools are earning 0.99% and longer-term treasury bills currently range from 1.09% to 1.34%. 1,5000 14000 1.3000 1.2000 1.1000 1.0000 09000 080©0 07000 0.6000 TexPool, 1 -Year Treasury, and 2 -Year Treasury Rates May 1, 2017 through July 31, 2017 — J' \tiOC h\\ti\fr 0C1' CO'1' \C5 ,,y\ti\�,\ \�\ \ti��,���\\�\yti\ti\y\ti\tip\ti\��\`V\°\ti,^k 1' 0\1'\,\1' 0\1' 41"x\ti�ti�\tio�ti\tiQ1�ti\tiQ�ti°\ti�~©� til' 4\�� h h h h h h 5 < 4 7 � A\ -TexPool -1 Year Treasuries 2 Year Treasuries By putting the NPIDC's money in these investments, interest earnings for NPIDC should increase to approximately $100,000 annually. In order for this change in investment plan to occur, this proposal needs to be discussed with the NPIDC Board of Directors. If the NPIDC Board of Directors concurs, then a resolution authorizing participation in the TexPool Investment Pools and Designating Authorized Representatives will need to be approved by the NPIDC Board of Directors, and the president of the Corporation will need to send BONY a letter requesting the change. RECOMMENDATION: City staff recommends moving the NPIDC's investments from money market mutual funds to a local government investment pool and US treasuries in the allocation noted on the previous page and recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Authorizing Participation in the TexPool Investment Pools and Designating Authorized Representatives IIIIIIII III 111 ■ 111 III TExPOOL AN INVESTMENT SERVICE FOR PUBLIC FUNDS Resolution Authorizing Participation in the TexPool Investment Pools and Designating Authorized Representatives WHEREAS North Padre Island Development Corporation ("Participant") is a local government or state agency of the State of Texas and is empowered to delegate to the public funds investment pools the authority to invest funds and to act as custodian of investments purchased with local investment funds; and WHEREAS, it is in the best interest of the Participant to invest local funds in investments that provide for the preservation and safety of principal, liquidity, and yield consistent with the Public Funds Investment Act; and WHEREAS, the Texas Local Government Investment Pools ("TexPool/TexPool Prime"), public funds investment pools, were created on behalf of entities whose investment objectives in order of priority are preservation and safety of principal, liquidity, and yield consistent with the Public Funds Investment Act. NOW THEREFORE, be it resolved as follows: A. That Participant shall enter into a Participation Agreement to establish an account in its name in TexPool/TexPool Prime, for the purpose of transmitting local funds for investment in TexPool/TexPool Prime. B. That the individuals, whose signatures appear in this Resolution, are authorized representatives of the Participant and are each hereby authorized to transmit funds for investment in TexPool/TexPool Prime and are each further authorized to withdraw funds from time to time, to issue letters of instruction, and to take all other actions deemed necessary or appropriate for the investment of local funds. Authorized Representatives of the Participant These individuals will be issued P.I.N. numbers to transact business via telephone with a Participant Service Representative. Signature 'Constance P. Sanchez Printed Name 'Treasurer Title 21 Signature 'Judy Villalon Printed Name 'Assistant Treasurer Title 8 Signature 1 Printed Name Title 41 Signature Printed Name 1 Title 13161'181216131212171 Telephone Number 1 3161 11 81 81 01 31 61 01 11 Fax Number ponstanceP@cctexas.com Email 1 31 61 11 81 21 61 31 61 51 11 Telephone Number 1 31 61 11 81 81 21 71 312101 Fax Number IJudyAV@cctexas.com Email 11111111111 Telephone Number 11111111111 Fax Number Email 11111111111 Telephone Number 11111111111 Fax Number Email FORM CONTINUES ON NEXT PAGE 1 OF 2 Authorized Representatives of the Participant (continued) 51 1 1 1 1 1 1 1 Signature Telephone Number 1111111 Printed Name 11111 11111 Fax Number II Title Email List the name of the Authorized Representative provided above that will have primary responsibility for performing transactions and receiving confirma- tions and monthly statements under the Participation Agreement. 'Judy VillaIon Printed Name In addition and at the option of the Participant, one additional authorized representative can be designated to perform inquiry only of selected informa- tion. This limited representative cannot make deposits or withdrawals. If the Participant desires to designate a representative with inquiry rights only, complete the following information. 11 111111IIIIII Printed Name Telephone Number I 1 I I 1 1 I 1 I I 1 1 Title Fax Number C. That this resolution and its authorization shall continue in full force and effect until amended or revoked by the Participant, and until TexPool/TexPool Prime receives a copy of any such amendment or revocation. This resolution is hereby introduced and adopted by the Participant at its regular/special meeting held on the 22 Day of August 20 17 Document is to be signed by your Board President, Mayor or County Judge and attested by your Board Secretary, City Secretary or County Clerk. 'North Padre Island Development Corporation Name of Participant SIGNED: Signature 'Greg Smith Printed Name 'President Title ATTEST: Signature 'Rebecca Huerta Printed Name 'Secretary Title ORIGINAL SIGNATURE AND DOCUMENT REQUIRED TEX-BANK 2 OF 2 TexPool Participant Services 1001 Texas Avenue, Suite 1400 • Houston, TX 77002 Phone: 1-866-TEXPOOL (839-7665) • Fax: 1-866-839-3291 • www.texpool.com Managed and Federated Serviced by G45340-20 (9/15) AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of August 22, 2017 Second Reading Ordinance for the City Council Meeting of August 29, 2017 DATE: August 7, 2017 TO: Margie C. Rose, City Manager FROM: Mike Markle, Chief of Police mikema@cctexas.com 886-2603 Accepting and appropriating the FY 2018 Auto Theft and Burglary Prevention Grant CAPTION: Ordinance authorizing the City Manager or the City Manager's designee to execute all documents necessary to accept a grant from the Texas Automobile Burglary Theft Prevention Authority (ABTPA) grant in the amount of $410,973 to continue the motor vehicle theft enforcement grant within the Police Department for Year 17, with a City match of $675,542, in-kind match of $48,889 in the No. 1020 Police General Fund, and program income match of $9,517 for a total project cost of $1,144,924; designating the Chief of Police as Program Director and Director of Finance as financial officer for this ABTPA grant; appropriating $410,973 from the ABTPA in the No. 1061 Police Grants Fund; and appropriating $9,517 in program income match in the No. 1061 Police Grants Fund to continue the motor vehicle theft enforcement grant within the Police Department. PURPOSE: Accept the grant and appropriate the funds. BACKGROUND AND FINDINGS: The City of Corpus Christi has received Year 17 funding from the Texas Automobile Burglary and Theft Prevention Authority (ABTPA) to continue the motor vehicle theft unit in the Police Department. The ABTPA was established in 1991 due to rising auto thefts and is funded through an annual fee on every insured vehicle in Texas charged to insurance companies who provide vehicle insurance coverage in Texas. The unit focuses not only on detection and apprehension, but also on the salvage yards in the City and County to reduce the sale of stolen vehicles and parts. There is an extensive public awareness campaign that is a requirement of the grant which includes crime prevention programs focusing on reducing auto thefts. Since the inception of the unit in 2001, auto thefts have decreased from 1,515 to 659 in 2016. The grant provides funds for one Lieutenant to supervise the Unit, two sworn CCPD officers, and three civilians. The two civilians conduct data analysis, crime analysis, manage the required public awareness campaign, and maintain grant paperwork. In-kind contributions include copy machine and office space. Cash contributions from program income will cover travel expenses. The General Fund cash match is for four sworn officers who are funded and currently work in the auto theft and auto burglary bureau. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016- 2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 56,295 619,247 675,542 Encumbered / Expended Amount 0 0 0 This item 34,248 376,725 410,973 BALANCE 90,543 995,972 1,086,515 Fund(s): Police Grants Fund Comments: The Police General Fund will provide a cash match of $675,542 for sworn officers salaries/benefits, in-kind contribution of $48,889 for office space/operating costs, and program income of $9,517. The grant period is 9/01/17— 8/31/18. RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Grant award document Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the Texas Automobile Burglary Theft Prevention Authority (ABTPA) grant in the amount of $410,973 to continue the motor vehicle theft enforcement grant within the Police Department for Year 17, with a City match of $675,542, in-kind match of $48,889 in the No. 1020 Police General Fund, and program income match of $9,517 for a total project cost of $1,144,924; designating the Chief of Police as Program Director and Director of Finance as financial officer for this ABTPA grant; appropriating $410,973 from the ABTPA in the No. 1061 Police Grants Fund; and appropriating $9,517 in program income match in the No. 1061 Police Grants Fund to continue the motor vehicle theft enforcement grant within the Police Department. WHEREAS, under the provisions of the Texas Revised Civil Statutes Article 4413(37) and Texas Administrative Code Title 43; Part 3; Chapter 57, entities are eligible to receive grants from the Automobile Burglary and Theft Prevention Authority to provide financial support to law enforcement agencies for economic automobile theft enforcement teams and to combat automobile burglary in the jurisdiction; WHEREAS, this grant program will assist this jurisdiction to combat automobile burglary and theft; and WHEREAS, City of Corpus Christi has agreed that in the event of loss or misuse of the grant funds, City of Corpus Christi assures that the grant funds will be returned in full to the Automobile Burglary and Theft Prevention Authority. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the Texas Automobile Burglary Theft Prevention Authority (ABTPA) in the amount of $410,973 to continue the motor vehicle theft enforcement grant within the Police Department for Year 17 with a City match of $675,542, in-kind match of $48,889 in the No. 1020 Police General Fund, and program income match of $9,517 ora total project cost of $1,144,924. SECTION 2. That the Chief of Police is designated as the Program Director and Director of Finance is designated as the Financial Officer for this ABTPA grant. SECTION 3. That $410,973 from the Texas Automobile Burglary Theft Prevention Authority is appropriated in the No. 1061 Police Grants Fund to continue the motor vehicle theft enforcement grant within the Police Department. SECTION 4. That $9,517 is appropriated in the No. 1061 Police Grants Fund for the program income match to continue the motor vehicle theft enforcement grant within the Police Department. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor ABTPA Board Members Chief Carlos Garcia Chair Law Enforcement Representative Brownsville, Texas Ken Ross Insurance Representative State Farm Insurance Houston, Texas Ashley Hunter Insurance Representative HM Risk Group Austin, Texas Linda Kinney Consumer Representative Dripping Springs, Texas Armin Mizani Consumer Representative Keller, Texas Tommy Hansen Law Enforcement Representative Galveston, Texas Ex Officio Member Steven C. McCraw Major Wynn Reynolds—Designee Texas Department of Public Safety Austin, Texas Bryan E. Wilson Director �, Texas Department of Motor Vehicles r HELPING TEXANS GO, HELPING TEXAS GROW. August 15, 2017 4111k4 Watch Your Car MIAS AUTO BURGLARY& THITT PNEVOTTION AUTHORITY Ms. Margie Rose, City Manager City of Corpus Christi 1201 Leopard Street Corpus Christi, Texas 78401 Via e-mail: margier@cctexas.com Re: Grant Number: Grantee: Program Title: Grant Award Amount: Grant Term: FY2018 ABTPA Statement of Grant Award and Acceptance Notice 608-18-1780200 City of Corpus Christi Corpus Christi Auto Theft and Burglary Prevention $410,973 September 1, 2017 to August 31, 2018 Dear Ms. Rose, I am pleased to inform you that your organization has been awarded a grant by the Automobile Burglary and Theft Prevention Authority (ABTPA) in the amount indicated above. The grant award must be officially accepted by signing and returning the enclosed Statement of Grant Award and grantee acceptance notice to the ABTPA within 30 days from the date received. We look forward to working with you to combat and reduce motor vehicle theft and burglary. Any questions relating to the administration of this grant should be directed to our office. Please do not hesitate to contact me should you require further assistance with this matter. I can be reached at Bryan.Wilson@txdmv.gov or (512) 465-4012. Sincerely, ryan E. Wilson Director Copy via email: all agency designated grant officials 4000 Jackson Avenue — Austin, Texs 78731 — 512/465-1485 — Fax 512/465-3775 www.txwatchyourcar.om Watch Your Car IQAS AUTO IMIAOlAUt&I1 Il MENBIIION ANHO*OT FY18 Automobile Burglary and Theft and Prevention Authority Statement of Grant Award and Grantee Acceptance Notice Grant Number: Grantee: Program Title: Grant Award Amount: Total Cash Match Amount: Reimbursement Percent*: In -Kind Match Amount: Grant Term: 608-18-1780200 City of Corpus Christi Corpus Christi Auto Theft and Burglary Prevention $410,973 $ 675,542 37.82% $58,406 September 1, 2017 to August 31, 2018 That whereas, City of Corpus Christi (hereinafter referred to as Grantee), has heretofore submitted a grant application in response to the Request for Application issued on March 24, 2017 to the Automobile Burglary and Theft Prevention Authority, State of Texas, entitled Corpus Christi Auto Theft and Burglary Prevention, and further identified by grant number 608-18-1780200; and Whereas, the Automobile Burglary and Theft Prevention Authority has approved the grant application as evidenced by this FY18 Statement of Grant Award and certain special requirements from the Automobile Burglary and Theft Prevention Authority dated August 15,2017; and Whereas, the Grantee desires to accept the FY18 grant award and use all funds for purposes and in compliance with the following requirements that are adopted in their entirety by reference: • Texas Revised Civil Statutes Article 4413(37); • Texas Administrative Code: Title 43; Part 3; Chapter 57; • Uniform Grant Management Standards (UGMS) as promulgated by the Texas Comptroller of Public Accounts; • The Request for Applications issued on March 24, 2017; • The current Automobile Burglary and Theft Prevention Authority Grant Administrative Manual and forms and subsequently adopted grantee instruction manuals and forms; • The Final Adopted Application attached to this Statement of Grant Award; • The certification of compliance; and • The Approved Grant Budget Summary: Approved Grant Budget Summary ABTPA Cash Match TOTAL In -Kind Personnel I $304,925 $5,832 $297,592 $312,396 $0 Fringe _$602517 $318,228 $0 Overtime $15,246 $12,000 $27,246 $0 Professional and Contract Services $0 $8,381 $0 $9,517 $0 $44 387 Travel $17,898 $0 Equipment$0 $0 $0 $0 Supplies and Direct Operating Expenses $76,589 $44,037 $120,626 $14,019 Total $410,973 i $675,542 $1,086,515 $58,406 * Reimbursement Percent: 37.82% - $410,973-ABTPA Amt. / $1,042,128 (ABTPA Amt. plus $675,542 Cash Match) FY18 ABTPA Statement of Grant Award and Grantee Acceptance 1 of 2 Pages Now, therefore, the Grantee accepts the FY18 Statement of Grant Award under the conditions above including the special requirements in the grant application and the Statement of Grant Award as evidenced by this agreement, executed by the official authorized to sign the original grant application, or the official's designated successor, as presiding officer of and on behalf of the governing body of this grantee; and The Texas Automobile Burglary and Theft Prevention Authority (ABTPA) has awarded the above - referenced grant subject to the availability of state funds. The approved budget is reflected in the above Approved Grant Budget Summary. This grant is subject to and conditioned upon the acceptance of the ABTPA Grant Administrative Guide promulgated for this specific program fund (referenced above) by the Automobile Burglary and Theft Prevention Authority. Applicable special conditions are listed below. Special Conditions and Requirements: Border Security Report Requirement — Grantees that receive ABTPA funds and which are located along the United States of America border with the United States of Mexico and those that are adjacent to the Gulf Intracoastal Waterway are required to provide an additional report as required by the General Appropriations Act, page IX -40 Section 7:11 (b) 3; 85th Texas Legislature, Regular Session. The report form will be developed and provided to the applicable grantee prior to September 1, 2017. The Governor or Legislative Budget Board may request additional information regarding the report data during the term of the grant. APPROVED AND ACCEPTED BY: Approved and Accepted by: Authorized Official Printed Name and Title Date Signed FY18 ABTPA Statement of Grant Award and Grantee Acceptance 2 of 2 Pages TxDMV Grant Application Negotiation Page 1 of 16 City of Corpus Christi Grant Application Negotiation for Fiscal Year 2018 The Application was submitted by Margie Rose at 8/14/2017 3:51:45 PM and is now locked. The confirmation Number is 2017081400075. Program Title Please enter a short description of the proposed program that can be used as the title. Corpus Christi Auto Theft and Burglary Prevention Grant Which type of grant are you applying for? Continued Grant - Only available to agencies that have a 2017 grant. These are annual competitive grants for the program described in the application. The program must be submitted for substantially the same program as the previous year. The requested funds, match funds, and in-kind match must be within 5% of the previous year but in any event may not go below the 20% minimum cash match requirement. The number of staff positions must be within 5% of the total positions. Awarded activities are funded on a reimbursement basis. To be eligible for consideration for funding, a program must be designed to support one or more of the following ABTPA program categories. • Law Enforcement, Detection and Apprehension • Prosecution, Adjudication and Conviction • Prevention, Anti -Theft Devices and Motor Vehicle Registration • Reduction of the Sale of Stolen Vehicles or Parts • Public Awareness, Crime Prevention, and Education Grant Participation and Coverage Area • Other Coverage (Describe): Corpus Christi, Texas and Nueces County • National Insurance Crime Bureau (NICB) Used as Match (Documentation and time certification required.) Resolution: Complete a Resolution and submit to local governing body for approval. Sample Resolution is found in the Request for Application or send a request for an electronic copy to grantsABTPA@txdmv.gov. Grant Budget Summary Cash ABTPA Match Total In -Kind Budget Category Expenditures Expenditures Expenditures Match Personnel $304,925.00 $297,592.00 $602,517.00 $0.00 Fringe $5,832.00 $312,396.00 $318,228.00 Overtime $15,246.00 $12,000.00 $27,246.00 Professional and Contract Services $0.00 $0.00 $0.00 $44,387.00 Travel $8,381.00 $9,517.00 $17,898.00 Equipment Supplies and Direct Operating $76,589.00 $44,037.00 $120,626.00 $14,019.00 Expenses (DOE) Total $410,973.00 $675,542.00 $1,086,515.00 $58,406.00 164.38% https://abtpa.tamu. edu/Negotiation/PrintApplication. asp?AppID=75 8/14/2017 TxDMV Grant Application Negotiation Page 2 of 16 Budget Category Description LIEUTENANT DETECTIVE DETECTIVE DETECTIVE DETECTIVE DETECTIVE DETECTIVE GRANT ADM/PROJECT MGR ANALYST LIEUTENANT DETECTIVE DETECTIVE DETECTIVE DETECTIVE DETECTIVE DETECTIVE GRANT ADMIN/PROJECT MGR ANALYST LIEUTENANT DETECTIVE DETECTIVE DETECTIVE DETECTIVE Cash ABTPA Match Total In -Kind Expenditures Expenditures Expenditures Match Subcategory Pct Time ABTPA Cash Funds Match Personnel Investigator/LEO 100.00% $82,068.00 Investigator/LEO 100.00% $76,212.00 Investigator/LEO 100.00% $76,212.00 Investigator/LEO 100.00% $0.00 Investigator/LEO 100.00% $0.00 Investigator/LEO 100.00% $0.00 Investigator/LEO 100.00% $0.00 Administrative / 100.00% Support Crime Analyst/LE Professional Total Personnel Investigator/LEO Investigator/LEO Investigator/LEO Investigator/LEO Investigator/LEO Investigator/LEO Investigator/LEO Administrative / Support Crime Analyst/LE Professional Total Fringe Investigator/LEO Investigator/LEO Investigator/LEO Investigator/LEO Investigator/LEO $0.00 $0.00 $0.00 $76,212.00 $72,584.00 $76,212.00 $72,584.00 $33,944.00 $0.00 Total $82,068.00 $76,212.00 $76,212.00 $76,212.00 $72,584.00 $76,212.00 $72,584.00 In -Kind Match $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $33,944.00 $0.00 100.00% $36,489.00 $0.00 $36,489.00 Fringe Overtime $0.00 $304,925.00 $297,592.00 $602,517.00 $0.00 $648.00 $648.00 $648.00 $648.00 $648.00 $648.00 $648.00 $40,601.47 $38,567.32 $38,915.32 $38,675.32 $38,963.52 $36,557.27 $36,521.27 $41,249.47 $39,215.32 $39,563.32 $39,323.32 $39,611.52 $37,205.27 $37,169.27 $648.00 $21,420.47 $22,068.47 $648.00 $22,174.04 $22,822.04 $5,832.00 $312,396.00 $318,228.00 $4,103.00 $3,811.00 $3,811.00 $0.00 $0.00 $3,228.00 $2,688.00 $4,103.00 $3,811.00 $3,811.00 $3,228.00 $2,688.00 https://abtpa.tamu. edu/Negotiation/PrintApplication. asp?AppID=75 8/14/2017 TxDMV Grant Application Negotiation Page 3 of 16 Description DETECTIVE DETECTIVE GRANT ADMIN/PROJECT MGR CRIME ANALYST NICB SPECIAL AGENT ABTPA BOARD MEETING (4) TAVTI CONF/BRD MEETING (1) TCPA CONFERENCE GRANT ADMIN MILE 2000X.53 IAATI CONFERENCE Subcategory Investigator/LEO Investigator/LEO Administrative / Support Crime Analyst/LE Professional Total Overtime Pct Time ABTPA Funds $0.00 $0.00 $1,697.00 $1,824.00 Cash Match $2,856.00 $3,228.00 Total $2,856.00 $3,228.00 $1,697.00 $1,824.00 $15,246.00 $12,000.00 $27,246.00 Professional and Contract Services NICB - personnel Total Professional and Contract Services Administrative In-state Training In -State Administrative In-state Administrative In-state Law enforcement Out -of -State Total Travel 40.00% $0.00 Travel Equipment Total Equipment $0.00 In -Kind Match $0.00 $0.00 $44,387.00 $0.00 $0.00 $44,387.00 $3,336.00 $5,045.00 $0.00 $761.00 $0.00 $1,060.00 $3,336.00 $5,045.00 $761.00 $1,060.00 $0.00 $7,696.00 $7,696.00 $8,381.00 $9,517.00 $17,898.00 Supplies and Direct Operating Expenses (DOE) OFFICE SUPPLIES COMMUNICATIONS PUBLIC AWARENESS POSTAGE FUEL RENTAL SPACE MOVE IT STORAGE $10,000.00 $7,405.00 $25,374.00 $500.00 $20,000.00 $0.00 $1,860.00 $10,000.00 $7,405.00 $25,374.00 $500.00 $20,000.00 $0.00 $11,030.00 $1,860.00 https://abtpa.tamu. edu/Negotiation/PrintApplication. asp?AppID=75 8/14/2017 TxDMV Grant Application Negotiation Page 4 of 16 Description Subcategory Pct ABTPA Cash Total In -Kind Time Funds Match Match COPIER SUPPLIES $0.00 $0.00 $2,989.00 CONFIDENTIAL FUNDS $500.00 $500.00 MISC TOOLS $3,000.00 $3,000.00 VEHICLE MAINTENANCE $0.00 $44,037.00 $44,037.00 REGISTRATION FEES $4,700.00 $4,700.00 COVERT TRACKER $1,250.00 $1,250.00 AGREEMENT VIGILANT $2,000.00 $2,000.00 Total Supplies and Direct Operating $76,589.00 $44,037.00 $120,626.00 $14,019.00 Expenses (DOE) Budget Narrative Personnel: GRANT PERSONNEL: 1) LIEUTENANT: Serves as the supervisor for the task force. Coordinates all tactical investigations and communicates with police administration on all auto theft and auto burglary matters. Oversees bait vehicle program, proactive and reactive initiatives, field operations and responses. Ensures goals and objectives of grant are met. 100%, $82,068,100% 2) DETECTIVE: Works on all proactive and reactive investigations, cases and tactical responses. Coordinates with other law enforcement agencies for multi -jurisdictional cases. Performs work on all goals and objectives of the grant. 100%, $76,212, 100% 3) DETECTIVE: Works on all proactive and reactive investigations, cases and tactical responses. Coordinates with other law enforcement agencies for multi -jurisdictional cases. Performs work on all goals and objectives of the grant. 100%, 76,212, 100% 4) GRANT ADMINISTRATOR: Facilitates all aspects of the auto theft grant throughout the year. Responsible for the development and regulation of the grant application and budget. Serves as a liaison to City Hall, Corpus Christi Police Department, ABPTA, area law enforcement agencies and media. Ensures ABTPA grant compliance. Develops, coordinates and deliver a full scale public awareness program. Assists in performance of grant goals and objectives. 100%, $33,944, 100% 5) CRIME ANALYST: Collects crime data specific to auto burglary and auto theft to identify trends and patterns for departmental personnel. Prepares reports as requested by supervisor and auto theft personnel. Creates database of local auto crime thieves for the use of detectives. Performs work on goals and objectives of the grant. 100%, $36,489, 100% CITY MATCH PERSONNEL: 1) DETECTIVE: Works on all proactive and reactive investigations, cases and tactical responses. Coordinates with other law enforcement agencies for multi - jurisdictional cases. Performs work on all goals and objectives of the grant. 0%, $76,212, 100% https://abtpa.tamu. edu/Negotiation/PrintApplication. asp?AppID=75 8/14/2017 TxDMV Grant Application Negotiation Page 5 of 16 Budget Narrative 2) DETECTIVE: Works on all proactive and reactive investigations, cases and tactical responses. Coordinates with other law enforcement agencies for multi -jurisdictional cases. Performs work on all goals and objectives of the grant. 0%, $72,584, 100% 3) DETECTIVE: Works on all proactive and reactive investigations, cases and tactical responses. Coordinates with other law enforcement agencies for multi -jurisdictional cases. Performs work on all goals and objectives of the grant. 0%, $76,212, 100% 4) DETECTIVE: Works on all proactive and reactive investigations, cases and tactical responses. Coordinates with other law enforcement agencies for multi -jurisdictional cases. Performs work on all goals and objectives of the grant. 0%, $72,584, 100% Fringe: ABTPA FUNDED PERSONNEL FICA: ABPTA SALARIES: $ 304,925 x 7.65% = $ 23,327 $23,327 x 25% = $5,832 ABTPA FUNDED $23,327 - $5,832 = $17,495 CASH MATCH CORPUS CHRISTI CASH MATCH ABPTA PERSONNEL RETIREMENT: ABTPA SALARIES: $304,925 x 21.96% = $ 66,962 ABTPA PERSONNEL GROUP INSURANCE: $9,794.61 X 5 STAFF = $ 48,973 ABTPA PERSONNEL SELF INSURANCE: $2,222.52 X 5 STAFF = $ 13,335 TOTAL= $62,308 ABTPA PERSONNELPLAIN CLOTHES: $900 PER YEAR x 3 DETECTIVES = $2700 ABTPA PERSONNELCLEANING: $720 PER YEAR x 3 DETECTIVES = $2160 ABTPA PERSONNEL EDUCATION PAY: VARIES BETWEEN DETECTIVES = $3864 ABTPA PERSONNEL LONGEVITY PAY: VARIES BETWEEN DETECTIVES = $3408 ABTPA PERSONNEL VISION: $7 x 12 MONTHS x 3 DETECTIVES = $252 ABTPA PERSONNEL SUPPLEMENTAL: $15 x 12 MONTHS x 3 DETECTIVES = $540 ABTPA PERSONNEL DENTAL: $45 x 12 MONTHS x 3 DETECTIVES = $1620 TOTAL = $14,544 CASH MATCH PERSONNEL: FICA: CASH MATCH SALARIES: $297,592 x 7.65% = $22,766 RETIREMENT: CASH MATCH SALARIES: $297,592 x 21.96% = $65,351 GROUP INSURANCE: $9,794.61 X 4 STAFF = $ 39,178.44 SELF INSURANCE: $2,222.52 X 4 STAFF = $ 8,890.08 TOTAL= $48,068.52 CASH MATCH OTHER: PLAIN CLOTHES: $900 PER YEAR x 4 DETECTIVES = $3600 CLEANING: $720 PER YEAR x 4 DETECTIVES = $2880 EDUCATION PAY: VARIES BETWEEN DETECTIVES = $3684 LONGEVITY PAY: VARIES BETWEEN DETECTIVES = $3744 VISION: $7 x 12 MONTHS x 4 DETECTIVES = $336 SUPPLEMENTAL: $15 x 12 MONTHS x 4 DETECTIVES = $720 DENTAL: $45 x 12 MONTHS x 4 DETECTIVES = $2160 TOTAL = $17,124 $23,327 + $22,766 = $46,093 TOTAL CASH MATCH FICA $66,962 + $65,351 = $132,313 TOTAL CASH MATCH RETIREMENT $108,154 TOTAL CASH MATCH INSURANCE $31,668 TOTAL CASH MATCH OTHER Overtime: Work to be performed with overtime hours are proactive operations, reactive assessments and public awareness. Most covert operations occur in the evening as well as large case breaks and require detectives to work outside the normal business hours. Most public awareness events occur in the evening and weekend hours. The Corpus Christi Auto Theft Task Force is asking for the maximum allowed limit of 5% of ABTPA salaries which equals to $ 15,246 This amount will cover overtime hours for public presentations, operations and call out https://abtpa.tamu. edu/Negotiation/PrintApplication. asp?AppID=75 8/14/2017 TxDMV Grant Application Negotiation Page 6 of 16 Budget Narrative investigations. Call out investigations, large case breaks and proactive operations are difficult to for see and apply flexible or variable schedules. Professional and Contract Services: INKIND PERSONNEL: 1) NICB SPECIAL AGENT: In collaboration with the NICB, a Special Agent will be placed under the Auto Theft Task Force. He will assist in the recovery and tracking of stolen vehicles throughout the state of Texas and the US with his use and knowledge of ISO, Carfax, OCRA. He will assist with 68A's and the research associated with trailers we check. He will be a liaison with other agencies within Texas, the US and other NICB agents to help gather information on current trends and help disseminate information about our current trends. He assists our agency on a weekly basis with a total 40% of his time with grant investigations. Travel: ABTPA BOARD MEETINGS - AUSTIN, TX 3 PARTICIPANTS TOTAL: $3336 (1) BOARD MEETINGS HOTEL: 160 x 3 ROOMS x 1 NIGHTS = $480 MEALS: 59 x 3 x 2 DAYS = $354 (2) BOARD MEETING/GRANT WORKSHOP - JAN HOTEL: 160 x 3 ROOMS x 1 NIGHTS = $480 MEALS: 59 x 3 x 2 DAYS = $354 (1) BOARD MEETING/GRANT REVIEW - HOTEL: 160 x 3 ROOMS x 1 NIGHTS = $480 MEALS: 59 x 3 x 2 DAYS = $354 TEXAS ASSOCIATION OF VEHICLE THEFT INVESTIGATORS CONFERENCE - DALLAS, TX 5 PARTICIPANTS TOTAL: $5045 HOTEL: 125 x 5 ROOMS x 5 NIGHTS = $3125 MEALS: 64 x 5 x 6 DAYS = $1920 INTERNATIONAL ASSOCIATION OF AUTO THEFT INVESTIGATORS CONFERENCE - PITTSBURG, PA 4 PARTICIPANTS TOTAL: $7,696 HOTEL: 183 x 4 x 5 NIGHTS = $3660 MEALS: 64 x 4 x 6 DAYS = $1536 AIRFARE: 500 X 4 = $2000 CAR RENTAL = $500 TCPA CONFERENCE -TYLER , TX 1 PARTICIPANT TOTAL: $761 HOTEL: 91 x 1 ROOM X 5 NIGHTS = $455 MEALS: 51 x 1 x 6 DAYS = $306 GRANT ADMINISTRATOR/ PROJECT MANAGER MILEAGE FOR ABTPA BOARD MEETINGS AND CONFERENCES 2000 x .53 = $1060 Supplies and Direct Operating Expenses (DOE): A) OFFICE SUPPLIES: ($10,000) - OFFICE SUPPLIES UTLIZED THROUGHOUT THE YEAR TO COVER USE WILL CONSIST OF, BUT NOT LIMITED TO: INK AND TONERS FOR ALL ATTF PRINTERS, PRINTER PART REPLACEMENTS, FAX MACHINE TONER, PENS, PENCILS, MARKERS, BINDERS, SMALL DESK EQUIPMENT, PAPER, FOLDERS, STAPLES, PAPERCLIPS, PADFOLIOS, DIVIDERS, SHEET PROTECTORS, LABELS, ETC. (B) COMMUNICATIONS: ($7405) - TO COVER CELL PHONE AND AIRCARD CHARGES NEEDED TO UTLIZE PHONES, LAPTOPS AND (PADS 1 CELL PHONE x $80.37 DATA PLAN x 12 MONTHS = $965 7 CELL PHONE x $53.23 DATA PLAN x 12 MONTHS = $4472 4 AIR CARDS x $41 DATA PLAN x 12 MONTHS = $1968 TOTAL = $7405 (C) PUBLIC AWARENESS: ($25,734) - PUBLIC AWARENESS FUNDS COVER ADDITIONAL PROMOTIONAL ITEMS NEEDED THROUGHOUT THE YEAR, ADDITIONAL PAMPHLETS, MEDIA BUYS, BOOTH FEES AND PUBLIC AWARENESS SHIRTS. BILL BOARD ADVERTISEMENT PURCHASE WILL CONTINUE THROUGH OUT THE CORPUS CHRISTI AND SURROUNDING AREAS AND SIGNAGE INSIDE OF WHATABURGER FIELD AS WELL THE PURCHASE OF ADVERTISMENT ON CITY BUSES WILL BE ADDED TO THIS YEAR'S CAMPAIGN. https://abtpa.tamu. edu/Negotiation/PrintApplication. asp?AppID=75 8/14/2017 TxDMV Grant Application Negotiation Page 7 of 16 Budget Narrative (D) POSTAGE: ($500) - POSTAGE NEEDED FOR REPORT MAILINGS AS WELL AS FLYER AND PAMPHLET MAILINGS. (E) FUEL: ($20,000) - PROJECTED FUEL COSTS AND INCREASES FOR THE YEAR BETWEEN ALL DETECTIVE VEHICLES, PROMOTIONAL WRAP VEHICLE AND BAIT PROGRAM. (F) RENTAL SPACE: ($11,030) - INKIND MATCH OF OFFICE SPACE .6128 x 1520 SQFT x 12 MONTHS. BUILDING IS CITY OWNED PROPERTY. CALCULATION IS BASED ON MONETARY VALUE NEEDED TO HOUSE AUTO THEFT TASK FORCE OUTSIDE OF MAIN POLICE STATION. (G) MOVE IT STORAGE: ($1,860) - STORAGE UNIT UTILIZED OFF SITE TO MAINTAIN ALL ABTPA INVENTORY OF ALL ABPTA ITEMS. (H) COPIER SUPPLIES: ($2,989) - INKIND MATCH OF COPIER SUPPLIES UTILIZED BY ATTF THROUGHOUT THE YEAR (I) CONFIDENTIAL FUNDS: ($500) - FUNDS TO BE UTILIZED FOR CONFIDENTIAL INFORMANT INFORMATION USED FOR AUTO THEFTAND AUTO BURGLARY CASES. (J) MISC TOOLS: ($3,000) - TOOLS TO BE PURCHASED FOR USE BY DETECTIVES DURING FIELD OPERATIONS, INVESTIGATIONS AND ASSESSMENTS TO INCLUDE BUT NOT LIMITED TO THE FOLLOWING: letter/number stamp sets used in VIN inspections, mirrored sticks to inspect under vehicle, specialized flashlights, night vision scope, rat trap spikes, magnifying self held/clasped glass, vin etching equipment, wire brushes, paint stripper, industrial hand cleaner, rags, tools boxes small and free standing to hold general tools (hammers, screwdrivers, pliers, bolt cutters, etc.), ladders step/extended, vehicle unlock kits, generators, tire inflator, dollies (lightweight/heavy duty), wireless LCD camera to check vehicle tanks for VIN, jack stands. (K) VEHICLE MAINTENANCE: ($44,037) CASH MATCH - CITY OF CORPUS CHRISTI PROVIDES AN ESTIMATED BUDGET OF $4,893 PER VEHICLE TO COVER MAINTENANCE COSTS FOR EVERY VEHICLE IN FLEET (9 VEHICLES ASSIGNED TO AUTO THEFT TASK FORCE) (L) REGISTRATION AND MEMBERSHIP FEES: ($4,700) TAVTI: $150 x 9 = $1350 IAATI: $350 x 9 = $3150 TCPA: $200 x 1 = $200 (M) COVERT TRACKER :($1250) - 2 MAINTENANCE MAPPING AGREEMENT FOR 12 MONTHS. (N) VIGILANT: ($2,000) - STARTUP & CONFIGURATION TO VIGILANT LPR SERVER ACCOUNT ACCESS, END USER TRAINING AND ANNUAL SUBSCRIPTION Revenue Indicate Source of Cash and In -Kind Matches for the proposed program. Cash Match Source of Cash Match SALARIES Grantee $309,592.00 Total Cash Match $675,542.00 https://abtpa.tamu. edu/Negotiation/PrintApplication. asp?AppID=75 8/14/2017 TxDMV Grant Application Negotiation Page 8 of 16 FRINGE SUPPLIES TRAVEL Total Cash Match Source of Cash Match Grantee Grantee Grantee In -Kind Match Source of In -Kind Match NICB SPECIAL AGENT SUPPLIES AND DIRECT OPERATING EXPENSE Total In -Kind Match NICB Grantee Statistics to Support Grant Problem Statement Use UCR data Larceny from a motor vehicle Larceny from a motor vehicle - Parts Jurisdictions included in totals Theft of a motor vehicle Recoveries of Motor Vehicles Jurisdictions included in totals 2014 2015 3555 3003 194 152 $312,396.00 $44,037.00 $9,517.00 $675, 542.00 $44,387.00 $14,019.00 $58,406.00 2016 3095 141 Statistics for Area of Jurisdiction 561 513 656 569 520 669 Statistics for Area of Jurisdiction Provide any additional information or limitations about the data provide above Application Narrative Grant Introduction (Executive Summary) 1.1 Briefly describe the organization and program operation. Provide a high level summary to the intent of the application and how it will affect the local community. (500 words or less) Corpus Christi experienced about 3,095 auto burglaries and 656 auto thefts in 2016. Salvage yards continue to be a problem in Corpus Christi as purchasing vehicles without proper titles becomes more popular, more entities have been identified that need to be addressed and monitored. The City of Corpus Christi has over 3,340 employees with an estimated annual budget of $877 million . The Police Department has 372 sworn officers, 192 civilians and an estimated annual budget of $70 million. The Police Department currently is operating 10 grants with all financial paperwork processed by the City of Corpus Christi Finance Office . All aspects of payroll and other expenditures are prepared at the Police Department and forwarded to the Finance Office . The employees hired under the grant are employees of the City of Corpus Christi Police Department. The hiring followed established policies and practices of the City which has an equal employment opportunity police. The officers hired were covered under the collective bargaining agreement between the City of Corpus Christi and the Corpus Christi Police Officers Association. All of the Task Force officers have been deputized to extend searches throughout Nueces County and work continuously throughout the year with Customs, DPS, ABTPA Task Forces, TxDot and other surrounding law enforcement agencies. The Auto Theft Task Force continues to use proactive approaches to monitor vehicle thefts and burglaries. Utilizing the crime analyst information, officers are able to provide proactive enforcement such as field and bait operations . In performing these operations, officers utilize technology made available to them with ABTPA grant funding such as bait software , live video streaming and VIN readers. The Public Awareness Campaign makes contact with all demographics present in Corpus Christi. It reaches people of different https://abtpa.tamu. edu/Negotiation/PrintApplication. asp?AppID=75 8/14/2017 TxDMV Grant Application Negotiation Page 9 of 16 socio-economic status, cultures, backgrounds, ages, physical abilities, educational backgrounds and geographical backgrounds. Grant Problem Statement 2.1 Provide an assessment of the motor vehicle burglary (including theft of parts) problem in the coverage area of this application. The City of Corpus Christi Metropolitan Statistical Area (including Nueces County) has an estimated population of 361,350 (2016)* and covers a geographic area of 839 square miles. Auto burglaries continue to be one of the most committed crimes in Corpus Christi. As provided by UCR, 3,095 cases of auto burglary were reported to have occurred in 2016 in Corpus Christi, making up 21.18% of all 2016 UCR crimes reported. The most vulnerable locations to auto burglaries are residential areas, making up 44.15% of the targeted location types. This is followed by multi -family residential locations (apartments, condos, mobile home parks, etc.), which make up 20.64% of the targeted location types. The main items of target for parts and accessories being reported stolen include license plates, tailgates, and tires/rims. These three items stolen make up 50.25% of all parts and accessories reported stolen. A considerable number (58%) of the auto burglaries reported in 2016 were also "victim assisted," in that the victim left the vehicle unlocked. The past three years have shown an average of 3,218 auto burglaries per year. 2.2 Provide an assessment of the motor vehicle theft problem in the coverage area of this application The city of Corpus Christi is located on the Gulf of Mexico 140 miles east of Laredo and 160 miles of north of Brownsville. Due to this prime location, this metropolitan area serves as a major source for the trafficking of stolen vehicles and parts into Mexico. Reported auto thefts for the year 2016 were 656, averaging 577 per year for the past three years. The most commonly targeted vehicles continue to be Ford F -series, Chevrolet/GMC and Dodge Ram trucks. Although 2016 shows a definite increase from 2015, the number of auto thefts and auto burglaries overall continue to decline since the outset of the ABTPA grant in 2001. Of the 656 auto thefts reported in 2016, a significant number (47.56%) were "victim assisted," wherein the victim either leaves the vehicle unlocked, leaves the keys in the vehicle, intentionally or not, or the offender has otherwise gained access to the keys. The past three years have shown an average of 577 auto thefts per year. This is a continued decrease since the ABTPA grant began, once again proving the program continues to be effective. 2.3 Describe the geographical target area intended for this application. Include information about the taskforce governing and command structure. Include a description of the coverage area (s) and the nature of support and agreements supporting this application. This program covers the City of Corpus Christi which lies in Nueces County. The Corpus Christi Auto Theft Task Force responds to all auto thefts and auto burglaries reported to the City of Corpus Christi Police Department. Our ATTF collaborates with Nueces County Sheriff's Department and Precinct Constables when assistance is requested. Our ATTF officers are deputized to allow officers to conduct investigations throughout Nueces County. The Corpus Christi Auto Theft Task Force will be reporting UCR and analyst numbers for the City of Corpus Christi and any cases generated by our task force in response to out of city limit investigations. 2.4 https://abtpa.tamu. edu/Negotiation/PrintApplication. asp?AppID=75 8/14/2017 TxDMV Grant Application Negotiation Page 10 of 16 Will the program described in the application cover the community(ies) at large or will all or any part of this program be directed to serve a specific target population? If No or Both, please describe the problem supporting the need for a special target population. The program described in the application will cover the community (ies) at large. Grant Goals and Activities There are two parts to this section: 1) Functions of Proposed Program and Goals Strategies and Activities (GSA). In the following boxes, describe the functions of the proposed program and then complete a fillable form called GSA. ABTPA programs must completely describe the functions they will perform in implementing the program. If Awarded, funds expended towards activities not described in this section will result in the reimbursement being denied. Part 1 3.1 Functions of the Proposed Program Related to Burglary of a Motor Vehicle With the help of this grant, the Corpus Christi auto burglary rate continues to decrease. Field operations, proactive investigations and undercover surveillance operations performed with the assistance of confidential informant information often lead to apprehend suspects. Crime analyst data is used to maintain intelligence files and generate reports of repetitive patterns. These reports will be used in suspect linking and will provide an insight to beat officers of auto crimes being committed in their areas. Bait operations will also be conducted and apprehend thieves. The public awareness campaign will continue to promote awareness at apartment complexes, shopping centers, neighborhoods and many other entities. Promotion of prevention techniques is critical to the continuous decrease in auto crime numbers. The program is aimed correctly at fighting auto crimes and educating citizens. Reduce the incident of Theft from a Motor Vehicle. Objective 1: (18) Initiate bait vehicle operations Objective 2: (5) Perform Report Card Initiatives throughout year Objective 3: (50) Issue crime analysis bulletins for INTEL sharing with task force and patrol Public Awareness methods used to educate the citizens of Texas and training of qualified personnel in the detection and prevention of auto burglary. Objective 1: (100) Work public awareness events Objective 2: (1) Conduct 1 day INTEL sharing for officers throughout state Objective 3: (4) Conduct auto burglary INTEL and investigative techniques sharing with patrol officers The number of persons arrested from auto burglary Objective 1: (15) Conduct bait vehicle operations Objective 2: (60) Continuously update offender databases The clearance rate of auto burglary cases Objective 1: (300) Clear auto burglary cases Objective 2: (75) File auto burglary cases Objective 3: (12) Multi jurisdictional auto burglary collaborations for case closure 3.2 Functions of the Proposed Program Related to Theft of a Motor Vehicle The number of auto thefts overall continues to decline since the onset of the ABTPA grant in 2001. By conducting salvage yard inspections, the selling of vehicles without proper licenses and titles can be focused upon where many cases have resulted in altered vehicle identification numbers. Field operations, proactive investigations and undercover surveillance https://abtpa.tamu. edu/Negotiation/PrintApplication. asp?AppID=75 8/14/2017 TxDMV Grant Application Negotiation Page 11 of 16 operations performed with the assistance of confidential informant information often lead to apprehended suspects. Crime analyst data is used to maintain intelligence files and generate reports of repetitive patterns. These reports will be used in suspect linking and will provide an insight to beat officers of auto crimes being committed in their areas. Bait operations will also be conducted to detect and apprehend thieves. Public awareness plays a significant role in deterring auto thefts. Public awareness events are planned throughout the year. These events range anywhere from promotional booths, health fairs, city functions, presentations, message board displays, media interviews and placements, VIN etchings, Report Card Initiatives, Neighbors on Watch meetings and miscellaneous meetings with civic groups. The campaign will also coordinate with existing community programs to discuss area problems and possible solutions. Press releases, news conferences, public service announcements and interviews will be scheduled throughout the year as needed. Educating our patrol division is a necessity as they are the first responders on the streets. Classes are planned to educate patrol on auto theft intelligence and investigation techniques. A statewide class is also planned to bring in other task forces to network for intelligence sharing of trends within their perspective areas. Class topics are chosen that are most relevant to the need at the time of the class. Topics range from salvage yards, trailer inspections, VIN identifications, heavy equipment, motorcycles, all terrain vehicles, water craft, etc. Reduce the incident of Motor Vehicle Theft. Objective 1: (15) Initiate bait operations Objective 2: (5) Conduct salvage yard inspections Objective 3: (12) Conduct field operations Public Awareness methods used to educate the citizens of Texas and training of qualified personnel in the detection and prevention of auto theft. Objective 1: (100) Work public awareness events Objective 2: (1) Conduct 1 day INTEL sharing for officers throughout state Objective 3: (4) Conduct auto theft INTEL and investigative techniques sharing with patrol officers Help increase the recovery rate of stolen motor vehicles Objective 1: (300) Inspect vehicles - 68A inspections, salvage yards Objective 2: (12) Utilize License Plate Reader Objective 3: (25) Issue crime analysis bulletins for INTEL sharing with patrol officers The number of persons arrested from motor vehicle theft. Objective 1: (15) Conduct bait vehicle operations Objective 2: (12) Conduct field operations Objective 3: (60) Continuously update offender databases The clearance rate of motor vehicle thefts Objective 1: (300) Clear auto theft cases Objective 2: (75) File auto theft cases Objective 3: (30) Multi jurisdictional collaborations for case closure Prevent the incident of fraudulent titles and registration of stolen vehicles Objective 1: (300) Inspect vehicles - 68A inspections, salvage yards Objective 2: (100) Work public awareness events Objective 3: (4) Collaborate with TxDot and Nueces County Reduce the incident of automobile insurance fraud Objective 1: (4) Collaborate with NICB Objective 2: (4) Investigate suspected insurance fraud/false reports Objective 3: (1) Conduct 1 day intel sharing for officers throughout state (to include class on insurance fraud) 3.3 Functions of the Proposed Program Related to Motor Vehicle Burglary and Theft Prevention The Corpus Christi Auto Theft Task Force consists of six detectives and three civilian employees who report to the Lieutenant over the ATTF. The Lieutenant then reports to the https://abtpa.tamu. edu/Negotiation/PrintApplication. asp?AppID=75 8/14/2017 TxDMV Grant Application Negotiation Page 12 of 16 Captain and Commander who reside over the Criminal Investigation Division where they take direction from the Assistant Police Chief and Police Chief. The Corpus Christi Police Department is under an Assistant City Manager and City Manager who report to the Corpus Christi City Council. The City of Corpus Christi has over 3,340 employees with an estimated annual budget of $877 million. The Police Department has 372 sworn officers, 192 civilians and an annual estimated budget of $70 million. The Police Department currently is operating 10 grants with all financial documentation processed by the City of Corpus Christi Finance Office. All aspects of payroll and other expenditures are prepared at the Police Department and forwarded to the Finance Office. The employees hired under the grant are employees of the City of Corpus Christi Police Department. The hiring followed established policies and practices of the City which has an equal employment opportunity policy. The officers hired were covered under the collective bargaining agreement between the City of Corpus Christi and the Corpus Christi Police Officers Association. ABTPA Task Forces are required to collaborate across judicial boundaries and to develop regional strategies to implement funded activities. Describe how the applicant staff and jurisdiction will coordinate with other agencies and jurisdictions in the implementation of this program. 3.4 Collaboration Effort The officers of the Task Force have been deputized to extend searches throughout Nueces County and work continuously throughout the year with Customs, DPS, ABTPA Task Forces, TxDot, DMV and other surrounding law enforcement agencies. With Corpus Christi experiencing about 3,095 auto burglaries and 656 auto thefts in 2016, the ATTF continues to use proactive approaches to monitor vehicle thefts and burglaries. The ATTF investigates all auto burglary and auto theft cases reported to the Corpus Christi Police Department and cases are filed with the District Attorney Office. The ATTF also conducts field operations, bait operations, salvage yard inspections and 68A inspections, all while collaborating with other agencies across the state. Utilizing the crime analyst information, officers are able to provide proactive enforcement such as field and bait operations. In performing these operations, officers utilize technology made available to them with ABTPA grant funding such as bait software, live video streaming and VIN readers. The Public Awareness Campaign makes contact with all demographics represented in Corpus Christi. It reaches people of different socio-economic status, cultures, backgrounds, ages, physical abilities, educational backgrounds and geographical backgrounds by visiting all areas of the city. Due to a large majority of Spanish speaking citizens in Corpus Christi providing Public Awareness in Spanish as well is deemed a necessity to reach that target population. Providing public awareness to the citizens of Corpus Christi is crucial as we continue to battle the surge in auto burglaries due to "victim assisted" wherein the victim either leaves the vehicle unlocked, leaves the keys in the vehicle, intentionally or not and leaving valuables or firearms in sight Part II Goals, Strategies, and Activities Select Goals, Strategies, and Activity Targets for the proposed program. Click on the link above and select the method by which statutory measures will be collected. Law Enforcement programs must also estimate targets for the ABTPA predetermined activities. The ABTPA board has determined that grants programs must document specific activities that are appropriate under each of the three goals. Applicants are allowed to write a limited number of user defined activities. https://abtpa.tamu. edu/Negotiation/PrintApplication. asp?AppID=75 8/14/2017 TxDMV Grant Application Negotiation Page 13 of 16 ID Activity Measure Target Mandatory Motor Vehicle Theft Measures Required for all Grantees. 1.1.17 Increase the recovery rate of stolen Report the number of motor motor vehicles vehicle theft cases cleared above the previous year total 1.1.18 Increase the clearance rate of motor vehicle thefts 1.1.19 Increase the number of persons arrested for motor vehicle theft Report the number of motor vehicle theft cases cleared above the previous year total Report the number of persons arrested for motor vehicle theft above the previous year total Mandatory. Reporting for Combination of TF and Jurisdiction Mandatory. Reporting for Combination of TF and Jurisdiction Mandatory. Reporting for Combination of TF and Jurisdiction Mandatory Burglary of a Motor Vehicle Measures Required for all Grantees 2.1.12 Increase the clearance rate of motor vehicle burglaries 2.1.13 Increase the number of persons arrested for motor vehicle burglary 1 1.1 Report the number of burglary cases cleared above the previous year total Report the number of persons arrested for burglary above the previous year total Mandatory. Reporting for Combination of TF and Jurisdiction Mandatory. Reporting for Combination of TF and Jurisdiction Measures for Grantees. Add Target values for those that you will measure. Goal 1: Enforcement Strategies Strategy 1: Conduct Activities that Result in the Arrest, Clearance, and Recoveries of Motor Vehicle Theft 1.1.2 Identify and document/record prolific Number 60 motor vehicle theft offenders [Prolific is identified/documented defined as "linked to MVT offenses offenders three or more times"] 1.1.3 Collaborate with the District Attorneys' Number of times collaborated 75 offices regarding sentencing, case packets or addressing repeat offenders 1.1.4 Conduct salvage yard inspections Number of salvage yard 5 inspections 1.1.6 Conduct bait vehicle operations that Number of bait vehicle 15 target motor vehicle theft offenders deployments 1.1.8 Respond to license plate reader (LPR) Number of times responded 12 alert notifications to LPR alert notification 1.1.9 Conduct covert operations targeting Number of covert operations 12 motor vehicle theft offenders 1.2 Strategy 2: Conduct Collaborative Efforts that Result In Reduction of Incidents of Motor Vehicle Theft https://abtpa.tamu. edu/Negotiation/PrintApplication. asp?AppID=75 8/14/2017 TxDMV Grant Application Negotiation Page 14 of 16 ID Activity 1.2.1 Provide Agency Assists 1.2.3 Collaborate with agencies and organizations that assist in the reduction of motor vehicle thefts 1.2.5.1 Conduct intelligence information - sharing 1.2.5.2 Conduct intelligence information - sharing 1.3 Strategy 3: Prevent and Reduce 1.3.1 Collaborate with agencies relating to investigation and enforcement of vehicle insurance fraud 1.3.3 Conduct 68(A) inspections and VIN verification inspections Measure Number of agency assists Number of times collaborated Target 50 12 Number of intelligence 20 meetings attended Crime analysis bulletins 25 disseminated the Incidence of Motor Vehicle Related Fraud Activities Number of collaborations 4 Number of inspections 1.3.5 Coordinate with TxDMV/Tax Offices Number of collaborations relating to investigation and enforcement of fraudulent titles and registration of stolen vehicles 2 Goal 2: Reduce the Incidence of Theft from Motor Vehicles through Enforcement Strategies 2.1 Strategy 1: Prevent and Reduce the Incidence of Motor Vehicle Related Fraud Activities 2.1.1 Conduct bait vehicle operations that Number of bait vehicle target vehicle burglary offenders burglary deployments 2.1.2 Identify "prolific BMV offenders" through Number of offenders informants and intelligence [Prolific is identified defined as "linked to BMV and theft of vehicle parts and accessories offenses three or more times"] 2.1.4 Conduct salvage yard/repair shop/metal Number of business recyclers and resale location inspections inspections 2.2 Strategy 2: Conduct Collaborative Efforts that Result in the Reduction of Incidents of Theft From a Motor Vehicle 2.2.1 Provide Agency Assists Number of agency assists 50 300 4 15 60 5 2.2.3 Collaborate with agencies/organizations Number of times collaborated 12 that assist in the reduction of thefts from a motor vehicle 2.2.4 Investigate cases regarding stolen parts Number of cases 300 and other property investigated 3 Goal 3: Educate/Train Citizens and Qualified Personnel in Detection and Prevention of Motor Vehicle Theft, Burglary of Motoer Vehicles and Theft of Vehicle Parts and Accessories 3.1 Strategy 1: Conduct Public Awareness Related Activities Used to Educate Citizens 3.1.1 Number of outreaches 10 https://abtpa.tamu. edu/Negotiation/PrintApplication. asp?AppID=75 8/14/2017 TxDMV Grant Application Negotiation Page 15 of 16 ID Activity Conduct media outreach, including, public service announcements, press releases, and interviews 3.1.2.1 Conduct educational presentations to citizens 3.1.3 Operate trade show exhibits/booths at community events 3.1.4 Conduct vehicle identification number (VIN) etchings 3.1.5 Operate vehicle displays 3.1.6 Purchase advertisements in local outlets 3.1.8 Conduct vehicle report card initiatives. 3.1.9 Utilize social media outlets Measure Number of presentations Number of events Number of etching events Number of display events Number of advertisements purchased Number report cards issued Number of postings in social media outlets 3.2 Strategy 2: Conduct Law Enforcement Training Activities to Educate Officers on Recognition and Apprehension of Stolen Vehicles and Property Target 25 25 10 30 1 5 12 3.2.1.1 Conduct law enforcement training (TCOLE) 3.2.2.1 Conduct vehicle crimes presentations to law enforcement agencies (non TCOLE) Number of classes Number of classes 130 440 Grant Evaluation 4.1 Describe the method and practice of evaluating the program activities. Including management and staff participation and systems (forms and software) used to ensure reliable and accurate data is collected and reported. We will evaluate our project on a monthly basis to improve its design and assess its effectiveness in reaching our goals and objectives. At the start of the grant term we will conduct a front-end evaluation of the program to determine prior auto theft and auto burglary rates. These rates will be recorded on a monthly basis and will be compared to the same time frame of the previous year. At the conclusion of the grant term we will report the summative impact of this project on the citizens of Corpus Christi. This evaluation will focus on two separate aspects of the project; the program staff - Auto Theft Task Force detectives and team of civilians to fulfill the objectives of the grant and auto crime rates. All the evaluation data collected will be summarized and included in our final report. Aspect #1 - ATTF detectives and team of civilians * Each objective will be documented to the correlating goal for achievement to ensure all grant goals are met. Aspect #2 - Auto Crime Rate * Documentation will be kept for comparison of all relevant auto crime numbers. Three areas of the highest auto crime rates (Areas A, B and C) will be selected during the first three quarters of the grant term, one at each quarter. The target area will be selected at the end of the first month of the quarter. This will allow a time frame of data collection in month one, implementation of a concentrated effort of crime prevention through public awareness and proactive operations in month two and evaluation of implementation in month three. To measure the effectiveness of this project, the following data will be recorded. Aspect #1 - ATTF detectives and team of civilians * (300) Inspect vehicles - 68A inspections, salvage yards * (300) Clear auto theft cases * (300) Clear auto burglary cases * (100) Work https://abtpa.tamu. edu/Negotiation/PrintApplication. asp?AppID=75 8/14/2017 TxDMV Grant Application Negotiation Page 16 of 16 public awareness events * (25) Issue crime analysis bulletins for Intel sharing with patrol officers (auto theft) * (50) Issue crime analysis bulletins for Intel sharing with patrol officers (auto burglary) * (15) Bait vehicle operations (auto theft) * (15) Bait vehicle operations (auto burglary) * (75) File auto theft cases * (12) Conduct field operations (auto theft) * (12) Conduct License Plate Reader operations * (4) Collaborate with agencies relating to investigation and enforcement of vehicle insurance fraud * (5) Conduct salvage yard inspections * (30) Multi jurisdictional auto theft collaborations for case closure * (12) Multi jurisdictional auto burglary collaborations for case closure * (20) INTEL Meeting/Compstat * (60) Update offender database monthly for auto theft * (60) Update for offender database monthly for auto burglary * (5) Perform Report Card Initiatives * (4) Collaborate with TxDot and Nueces County * (4) Collaborate with NICB * (4) Conduct auto theft Intel and investigative techniques with law enforcement agencies (non-TCOLE) * (1) Conduct 1 day Intel sharing for officers throughout state w/ insurance fraud (TCOLE) Aspect #2 - Auto Crime Rate * Number of auto thefts for program area * Number of auto burglaries for program area * Clearance rate of auto thefts for program area * Clearance rate of auto burglaries for program area * Proportion of stolen vehicles recovered * Auto theft arrests * Auto burglary arrests Using crime mapping technology, the effects of the saturation on target areas as well the city as a whole will be evaluated to determine if auto crimes are actually being reduced or displaced to other areas. Data will be analyzed using ArcMap 10-ESRI, ILEADS,Excel and Powerpoint software. Reports will be generated for the Texas Auto Burglary and Theft Prevention Authority, Corpus Christi Police Department, City of Corpus Christi and other entities utilizing in house computer systems and software. Current Documents in folder Grant Review and Negotiation Document.docx (7/26/2017 4:26:31 PM) Resolution.pdf (6/2/2017 12:08:17 PM) Certifications The certifying official is the authorized official, Margie Rose, City Manager. By submitting this application I certify that I have been designated by my jurisdiction as the authorized official to accept the terms and conditions of the grant. The statements herein are true, complete, and accurate to the best of my knowledge. I am aware that any false, fictitious, or fraudulent statements or claims may subject me to criminal, civil, or administrative penalties. By submitting this application I certify that my jurisdiction agrees to comply with all terms and conditions if the grant is awarded and accepted. I further certify that my jurisdiction will comply with all applicable state and federal laws, rules and regulations in the application, acceptance, administration and operation of this grant. https://abtpa.tamu. edu/Negotiation/PrintApplication. asp?AppID=75 8/14/2017 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of August 22, 2017 Second Reading Ordinance for the City Council Meeting of August 29, 2017 DATE: August 4, 2017 TO: Margie C. Rose, City Manager FROM: Mike Markle, Chief of Police mikema@cctexas.com 886-2603 Accepting and appropriating the FY 2017 Local Border Security Program (LBSP) Grant CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant in the amount of $28,000 from the Texas Department of Public Safety, Texas Homeland Security State Administrative Agency for funding eligible under the FY2017 Local Border Security Program (LBSP) grant to reimburse overtime and fringe benefits; and appropriating the $28,000 in the No. 1061 Police Grants Fund. PURPOSE: Accept the grant and appropriate the funds. 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: ❑ 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 $28,000 $28,000 BALANCE $28,000 $28,000 Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Grant award document Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant in the amount of $28,000 from the Texas Department of Public Safety, Texas Homeland Security State Administrative Agency for funding eligible under the FY2017 Local Border Security Program (LBSP) grant to reimburse overtime and fringe benefits; and appropriating the $28,000 in the No. 1061 Police Grants Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant in the amount of $28,000 from the Texas Department of Public Safety, Texas Homeland Security State Administrative Agency for funding eligible under the FY2017 Local Border Security Program (LBSP) grant. SECTION 2. That $28,000 is appropriated in the No 1061 Police Grants Fund from the Texas Department of Public Safety, Texas Homeland Security State Administrative Agency to reimburse overtime and fringe benefits. SECTION 3. In the event of the loss or misuse of these State of Texas, Criminal Justice Division funds, the City of Corpus Christi assures that the funds will be returned to the State of Texas, Criminal Justice Division in full. 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: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Office of the Govemor Page 1 of 2 Statement of Grant Award (SOCA) The Statement of Grant Award is the official notice of award from the Office of the Governor (OOG). This Grant Agreement and all terms, conditions, provisions and obligations set forth herein shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns and all other State of Texas agencies and any other agencies, departments, divisions, governmental entities, public corporations, and other entities which shall be successors to each of the Parties or which shall succeed to or become obligated to perform or become bound by any of the covenants, agreements or obligations hereunder of each of the Parties hereto. The approved project narrative and budget for this award are reflected in eGrants on the `Narrative' and `Budget/Details' tabs. By accepting the Grant Award in eGrants, the Grantee agrees to strictly comply with the requirements and obligations of this Grant Agreement including any and all applicable federal and state statutes, regulations, policies, guidelines and requirements. In instances where conflicting requirements apply to a Grantee, the more restrictive requirement applies. The Grant Agreement includes the Statement of Grant Award; the OOG Grantee Conditions and Responsibilities; the Grant Application in eGrants; and the other identified documents in the Grant Application and Grant Award, including but not limited to: 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; Chapter 783 of the Texas Government Code, Title 34, Part I, Chapter 20, Subchapter 1 of the Texas Administrative Code, and the Uniform Grant Management Standards (UGMS) developed by the Comptroller of Public Accounts; the state Funding Announcement or Solicitation under which the grant application was made, and for federal funding, the Funding Announcement or Solicitation under which the OOG was awarded funds; and any applicable documents referenced in the documents listed above. For grants awarded from the U.S. Department of Justice, the current applicable version of the Department ofJustice Grants Financial Guide and any applicable provisions in Title 28 of the CFR apply. For grants awarded from the Federal Emergency Management Agency (FEMA), all Information Bulletins and Policies published by the FEMA Grants Program Directorate apply. The OOG reserves the right to add additional responsibilities and requirements, with or without advance notice to the Grantee. By clicking on the 'Accept' button within the 'Accept Award' tab, the Grantee accepts the responsibility for the grant project, agrees and certifies compliance with the requirements outlined in the Grant Agreement, including all provisions incorporated herein, and agrees with the following conditions of grant funding. The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s) of Funding and Other Fund -Specific Requirement(s), if any, cited below: Grant Number: Date Awarded: Grant Period: Liquidation Date: Program Fund: Grantee Name: Project Title: Grant Manager: DUNS Number: 3404801 8,8:2017 09.0112017 - 08.31 /2018 11.29.2018 BL -Local Border Security Program (LBSP) Corpus Christi, City of Local Border Security Program Debbie Jacaman 069457786 CFDA: Federal Awarding Agency: Federal Award Date: Federal/State Award ID Number: Total Federal Award/State Funds Appropriated: Pass Thru Entity Name: NIA NIA - State Funds NIA - State Funds 2018 -BL -ST -0016 $5,100,000.00 Award Amount: Grantee Cash Match: Grantee In Kind Match: Total Project Cost: Texas Office of the Governor Homeland Security Grants Division (HSGD) Is the Award R&D: No Grants for local law enforcement agencies to support Operation Border Star. The grant funds may also support the humane processing of remains of undocumented migrants, when specifically awarded for that purpose. Federal/State Award Description: $28,000.00 $0.00 $0.00 $28.000.00 https://egrants.gov.texas.gov.!project/awardstatement.aspx?i2=4&i 1=8&gh=A4-2A-3F-29-4... 8/8/2017 Office of the Governor List of Post -Award Conditions of Funding and Other Fund -Specific Requirements Page 2 of 2 https://egrants.gov.texas.gov/project/awardstatement.aspx?i2 =4&i 1=8&gh=A4-2A-3F-29-4... 8i8:2017 Date Hold Hold Li Condition of Funding ,' Project Requirement Created Date Met Project Item Funds Funds Costs for vehicle fuel are allowable only for the hours officers are working on grant -paid overtime. Vehicle maintenance costs must be prorated to show the use of vehicles for regular law enforcement duties and the use of vehicles while officers are working grant -paid overtime patrols. Only actual vehicle expenses supported by invoiced gas, oil, and maintenance expenses may be reimbursed under this grant. Please retain all receipts and be prepared to make available upon request. 3 23 2017 https://egrants.gov.texas.gov/project/awardstatement.aspx?i2 =4&i 1=8&gh=A4-2A-3F-29-4... 8i8:2017 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of August 22, 2017 Second Reading Ordinance for the City Council Meeting of August 29, 2017 DATE: TO: August 8, 2017 Margie C. Rose, MPA, City Manager THRU: Annette Rodriguez, M.P.H., Director of Public Health Annetter@cctexas.com 361.826.7205 FROM: William Milan Uhlarik, M.B.A., A.R.M., Assistant Director of Public Health Williamu2@cctexas.com 361.826.1348 Acceptance of the Tuberculosis Prevention and Control -State (TB/PC-STATE) grant contract in the amount of $61,645.00 with a grant match of $12,329.00, and appropriation of the funds for the contract period September 1, 2017 through August 31, 2018 CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Tuberculosis Prevention and Control -State (TB/PC-STATE) grant in the amount of $61,645.00, from the Texas Department of State Health Services in the No. 1066 Health Grants Fund with a City match of $12,329.00, from 1020 General Fund to provide tuberculosis prevention and control services for the contract period September 1, 2017, through August 31, 2018 for a total project cost of $73,974.00. PURPOSE: To be used to provide for personnel costs, supplies and other expenses to offer services and associated activities to prevent and control tuberculosis within the jurisdiction of the Corpus Christi-Nueces County Public Health District ("CCNCPHD"). BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant in the amount of $61,645.00 to provide for personnel costs, supplies and other expenses to offer services and associated activities to prevent and control tuberculosis within the jurisdiction of the Corpus Christi-Nueces County Public Health District. Acceptance of the grant requires that the City of Corpus Christi contribute an in-kind grant match of 20% ($12,329) of the grant amount of $61,645.00. The DSHS is allowing the CCNCPHD (City) to use 20% of the annual salary of a CCNCPHD (County) Public Health Nurse working in the TB Clinic who is paid by the Nueces County General Fund to satisfy the 20% grant match requirement. ALTERNATIVES: Refuse the grant and discontinue offering services to prevent and control tuberculosis in the community. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds. EMERGENCY / NON -EMERGENCY: Non -Emergency. This item requires two readings and ratification of the grant contract to begin September 1, 2017. DEPARTMENTAL CLEARANCES: Corpus Christi-Nueces County Public Health District Legal Department Finance - Federal Grants and Office of Management and Budget. FINANCIAL IMPACT: ❑ Not Applicable X Operating Expense X Revenue ❑ CIP FISCAL YEAR: 2017-2018 Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget Encumbered/Expended amount This item $61,645.00 $61,645.00 BALANCE $61,645.00 $61,645.00 FUND(S) Grant Comments: Acceptance of the grant requires that the City of Corpus Christi contribute a cash match of 20% ($12,329) of the grant amount of $61,645.00. The cash match will be included in the Health District Nueces County General Fund Budget for FY2017 and FY2018. RECOM M ENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: Ordinance Contract No. 537-18-0032-0001 Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Tuberculosis Prevention and Control -State (TB/PC-STATE) grant in the amount of $61,645.00, from the Texas Department of State Health Services in the No. 1066 Health Grants Fund with a City match of $12,329.00, from 1020 General Fund to provide tuberculosis prevention and control services for the contract period September 1, 2017, through August 31, 2018 for a total project cost of $73,974.00. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: The City Manager or designee is authorized to execute all documents necessary to accept a grant from the Texas Department of State Health Services in the amount of $61,645.00, for the contract period of September 1, 2017, through August 31, 2018, to provide tuberculosis prevention and control services with a City match of $12,329.00, from the No. 1020 General Fund. Section 2: That the grant in the amount of $61,645.00, is appropriated in the No. 1066 Health Grants Fund to continue the TB/PC-STATE grant in the Health Department. Section 3: The City Manager or designee is authorized to execute any future amendments to the grant contract which extend the contract period or increase or decrease the amount of the grant Section 4: A copy of the executed grants shall be filed in the office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor DocuSign Envelope ID 45£F4A79-A069-4CAB-86F3-4648C675CEBB SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. 537-18-0032-00001 UNDER THE TUBERCULOSIS PREVENTION AND CONTROL - STATE (TB/PC-STATE) GRANT PROGRAM I. PURPOSE The Department of State Health Services ("System Agency") and Corpus Christi-Nueces County Public Health District (City) ("Grantee") (each a "Party" and collectively the "Parties") enter into the following grant contract to provide funding for TB/PC-State (the "Contract"). II. LEGAL AUTHORITY This Contract is authorized by and in compliance with the provisions of Texas Government Code Chapter 771, Texas Health and Safety Code Chapters 12 and 1001, and Texas Government Code Chapters 531, subchapter D. III. DURATION The Contract is effective on September 1, 2017 and terminates on August 31, 2018, unless renewed or terminated pursuant to the terms and conditions of the Contract. The System Agency, at its own discretion, may extend this Contract subject to terms and conditions mutually agreeable to both Parties. IV. BUDGET The total amount of this Contract will not exceed SIXTY ONE THOUSAND SIX HUNDRED FORTY-FIVE DOLLARS (561,645.00) in DSHS funding with the Grantee providing a total of TWELVE THOUSAND THREE HUNDRED TWENTY-NINE DOLLARS (512,329.00) in matching funds, for a combined total of SEVENTY-NINE THOUSAND NINE HUNDRED SEVENTY-FOUR DOLLARS (579,974.00). All expenditures under the Contract will be in accordance with ATTACHMENT B, BUDGET. V. CONTRACT REPRESENTATIVES The following will act as the Representative authorized to administer activities under this Contract on behalf of their respective Party. v. 11.15.2016 System Agency Contract No. 537-18-0032-00001 Page 1 of 2 DocuSign Envelope ID. 45EF4A79-A069-4CAB-86F3-4648C675CEBB System AEencv Department of State Health Services Attention: Lisa Hernandez 1100 W. 49th Street, MC 1911 Austin, Texas 78756 Grantee Corpus Christi-Nueces County Public Health District (City) Attention: Annette Rodriguez 1702 Home Road Corpus Christi, Texas 78416 VL LEGAL NOTICES Any Iegal notice required under this Contract shall be deemed delivered when deposited by the System Agency either in the United States mail, postage paid, certified, return receipt requested or with a common carrier, overnight, signature required, to the appropriate address below - System Agency Department of State Health Services Attention: Lisa Hernandez 1100 W. 49`h Street, MC 1911 Austin, TX 78756 Grantee Corpus Christi-Nueces County Public Health District (City) Attention: Annette Rodriguez 1702 Home Road Corpus Christi, Texas 78416 Notice given by Grantee will be deemed effective when received by the System Agency. Either Party may change its address for notice by written notice to the other Party. 02.01.2016 SIGNATURE PAGE FOLLOWS System Agency Contract No. 537-18-0032-00001 Page 2 of 3 CocoSign Envelope ID: 45EF4A79-A069-4CAB-86F3-0648C675CEBB SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No. 537-18-0032-00001 DEPARTMENT OF STATE HEALTH SERVICES Janna Zumbrun, MSSW Associate Commissioner Disease Control and Prevention Date of execution: GRANTEE Name: Title: Date of execution: THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No. 537-18-0032- 00001 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A - ATTACHMENT B - ATTACHMENT C - ATTACHMENT D - ATTACHMENT E - ATTACHMENT F - STATEMENT OF WORK BUDGET UNIFORM TERMS AND CONDITIONS SUPPLEMENTAL & SPECIAL CONDITIONS DATA USAGE AGREEMENT NON-EXCLUSIVE LIST OF APPLICABLE LAWS ATTACHMENTS FOLLOW ved as to form. DocuSign Envelope ID: 45EF4A79-A069-4CAB-86F3-4646C675CEBB ATTACHMENT A STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES Grantee will: A. Establish parameters in which local health departments (LHDs) receiving state funds will deliver services to maintain an effective infrastructure that promotes consistent public health practices for the health and well-being of Texans. B. Comply with all applicable federal and state statutes and regulations, policies and guidelines as revised. C. Comply the most current version of the Tuberculosis Work Plan located at: htto://vvww.dshs.texas.gov/idcu/diseaseitb.looliciesl. D. Provide a match of no less than 20% of the total budget reflected in the Contract. E. Provide match at the required percentage or Department of State Health Services (DSHS) my withhold payments, use administrative offsets, or request a refund from Grantee until such time as the required match ratio is met. No federal or other grant funds can be used as part of meeting the match requirement. F. Ensure no DSHS funds or matching funds are used for: 1, Entertainment 2. Sectarian worship, instruction, or proselytization. However, food and incentives are allowed using DSHS funds, but are not allowed for matching funds. G. Not lapse more than 5% of the total funded amount of the contract. H. Maintain and adjust spending plan throughout the contract term to avoid lapsing funds. I. Maintain staffing levels to meet required activities of the contract and to ensure all funds in personnel category are expended. J. Agree to read DSHS Contractor Financial Procedures Manual (CFPM) and work with DSHS staff regarding the management of funds received under this Contract located at: http::'.'www.dshs.state. tx.us,'con frac tsrc fp m. shtm. K. Use DSHS designed data systems available for local entry, all collected TB information shall be entered into designated state TB information system, including all data fields on the RVCT, TB340, any laboratory results received locally and any additional clinical information according to documented timelines and specifications. Data entered into DSHS data systems will be considered submitted to DSHS. IL PERFORMANCE MEASURES DSHS will monitor the Grantee's performance of the requirements in Attachment A and compliance with the Contract's terms and conditions. If Grantee fails to meet any of the performance measures, Grantee will respond to any finding in a written narrative explaining the barriers and the plan to address those barriers. This requirement does not excuse any violation of this Contract, nor does it limit DSHS as to any options available under the contract regarding breach. System Agency Contract No 537-18-0032-00001 v. 11.15.2016 Page 1 DocuSign Envelope 1D: 45EF4A79-A069-4CAB-86F3-4648C675CEBB ATTACHMENT A STATEMENT OF WORK III.INVOICE AND PAYMENT A. Grantee will request payments using the State of Texas Purchase Voucher (Form B-13) at http://www.dshs.state.tx.usigrants .• forms/b I3form.doc. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the address/number below. Department of State Health Services CIaims Processing Unit, MC 1940 1100 West 49th Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512) 458-7442 EMAIL: invoices cr dshs.state.tx.us B. Grantee will be paid on a cost reimbursement basis and in accordance with the Budget in Attachment B of this Contract. System Agency Contract No. 537-18-0032-00001 v 11.15.2016 Page 2 DocuSign Envelope ID. 45EF4A79-A069-4CAB-86F3-4648C675CESB ATTACHMENT B BUDGET SUMMARY Organization Name: Corpus Christi-Nueces County Public Health District (City) Program ID: TB/State Contract Number: 537-18-0032-00001 Budget Categories Budget Categories DSHS Funds r Cash Match Category Total Personnel $24,732.00 $12,329.00 $37,061.00 Fringe Benefits $15,276.00 $0.00 $15,276.00 Travel $1,408.00 $0.00 $1,408.00 Equipment 80.00 $0.00 $0.00 Supplies $0.00 $0.00 $0.00 Contractual $20,229.00 $0.00 $20,229.00 Other $0.00 $0.00 $0.00 Total Direct Costs $61,645.00 $12,329.00 $73,974.00 Indirect Costs $0.00 $0.00 $0.00 Totals $61,645.00 $12,329.00 $73,974.00 System Agency Contract No. 537-18-0099410001 Page 1 of 1 DocuSign Envelope ID. 45EF4A79-A069-4CAB-86F3-4648C675CE8B HHSC Uniform Terms and Conditions Version 2.13 Published and Effective: July 15, 2016 Responsible Office: Chief Counsel � TEXAS Health and Human CServices Commission Health and Human Services Commission HHSC Uniform Terms and Conditions - Grant Version 2.13 DocuSign Envelope ID:45EF4A79-A069-4CAB-86F3-4648C675CEBB TABLE OF CONTENTS ARTICLE 1. DEFINITIONS AND INTERPRETIVE PROVISIONS 4 1.01 Definitions ... 4 1.02 'Interpretive Provisions .... 5 ARTICLE II Payment Methods and Restrictions 6 2.01 Payment !Methods _ _6 2.02 Final Billing Submission 6 2.03 Financial StaIus Reports ( 'SRs) .............. 7 2.04 Debt to State and Corporate Status ........................................... .... ........... ........... 7 2.05 Application orPayment Due,..... 7 2,06 Use of Funds.... 7 2.07 Use for lvIatch Prohibited 7 2.08 Program Income 7 2.09 Nonsupprantinl? 8 ARTICLE 111. STATE AND FEDERAL FUNDING: .. 8 3.01 Fundic 3.02 No debt Against the State 8 3.03 Debt to Mate 3.04 Recapture of Funds 8 ARTICLE IV Allowable Costs and Audit Requirements ....., 4.01 Allowable Costs. 0 4.02 Independent Single or Program -Specific Audit 10 4.03 Submission of Audit 10 Article V AFFIRMATIONS, ASSURANCES AND CERTIFICATION l 1 5.01 General Affirmations 11 5_0 Federal Assurances.. ......,,......a................................................. I I 5.03 Federal Certifications ...... 11 ARTICLE VI OWNELIHIP AND INTELLECTUAL PROPERTY 11 6.01 Ownership .............. 11 6.02 Intellectual Property 1 1 ARTICLE VII RECORDS, AUDIT, AND DISCLOSURE 11 7,0] Books and Records l 1 7.02 Access to records, books, and documents ....,.- 12 (iratliee t'uit`orrn Terns uud Condiiions Page 2 or 19 DocuSign Envelope ID: 45EF4A79-A069-4CAB.86F3-4648C675CEBB 7.03 Response,'niplian;ce with audit or inspection findings ,. 12 7.04 SAO Audit 12 7.05 Confidentiality. .._ 13 7.06 Public Information Act 13 ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 13 8.01 Contract ivlalinement . 13 S_fl? Tennination for Convenience 13 8.03 Termination for Cause 13 8.04 Equitable Settlement 14 ARTICLE IX MISCELLANEOUS PROVISIONS ...... ........ ..... .......... ...m..,,,,.....,., .... ,14 9.01 Amendment 14 9.02 Insura 14 9.03 Legal Obligations 14 9.04 Permitting and Licensure 14 9,05 Indeninity 15 9.06 As il;nl Pettit ............................. ......................... 15 9.07 Relationship of the Parties 15 9.08 Technical Guidance Letters 16 9.09 Governing Law and en a 16 9.I1 Survivability 16 9.12 Force Majeure 17 9.13 No Waiver of Provisions 17 9,14 Publicity 17 9.15 Prohibition on Non -compete Restrictions 17 9.16 No Waiver of Sovereign Immunity 17 9,17 Entire Contract and Modification....................................a...,,........,................a......,,.. 17 9.18 Counterparts 17 9.19 Proper Authority 18 9,20 Employment Verification 18 9.21 Civil Rights 18 06.03-16 Grantee Uniform Terms and Conditions Page .3 of 19 DocuSign Envelope ID: 45EF4A79-A069-4CAB-86F3-4648C675CEBB ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 1.01 Definitions As used in this Contract, unless the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below: "Amendment" means a written agreement, signed by the parties hereto, which documents changes to the Contract other than those permitted by Work Orders or Technical Guidance Letters, as herein defined. "Attachment" means documents, terms, conditions, or additional information physically added to this Contract following the Signature Document or included by reference, as if physically, within the body of this Contract. "Contract" means the Signature Document, these Uniform Terms and Conditions, along with any Attachments, and any Amendments, or Technical Guidance Letters that may be issued by the System Agency, to be incorporated by reference herein for alI purposes if issued. "Deliverable" means a work product prepared, developed, or procured by Grantee as part of the Services under the Contract for the use or benefit of the System Agency or the State of Texas. "Effective Date" means the date agreed to by the Parties as the date on which the Contract takes effect. "System Agency" means HHSC or any of the agencies of the State of Texas that are overseen by HHSC under authority granted under State law and the officers, employees, and designees of those agencies. These agencies include: the Department of Aging and Disability Services, the Department of Assistive and Rehabilitative Services, the Department of Family and Protective Services, and the Department of State Health Services. "Federal Fiscal Year" means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP" means Generally Accepted Accounting Principles. "GASB" means the Governmental Accounting Standards Board. "Grantee" means the Party receiving funds under this Contract, if any. "Health and Human Services Commission" or "HHSC" means the administrative agency established under Chapter 531, Texas Government Code or its designee. "HUB" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas Government Code. "Intellectual Property" means inventions and business processes, whether or not patentable; works of authorship; trade secrets; trademarks; service marks; industrial designs; and creations 06 03 16 Grantee Uniform Terms and Conditions Page 4of19 DocuSign Envelope ID. 45EF4A79-A069-4CAB-86F3-0648C675CEBB that are subject to potential legal protection incorporated in any Deliverable and first created or developed by Grantee, Grantee's contractor or a subcontractor in performing the Project. "Mentor Protege" means the Comptroller of Public Accounts' leadership program found at: httpalwww.windowstate.tx-us/procurement/prog/hubr mentorprotege?. "Parties" means the System Agency and Grantee, collectively. "Party" means either the System Agency or Grantee, individually. "Program" means the statutorily authorized activities of the System Agency under which this Contract has been awarded. "Project" means specific activities of the Grantee that are supported by funds provided under this Contract. "Public Information Act" or "PIA" means Chapter 552 of the Texas Government Code. "Statement of Work" means the description of activities performed in completing the Project, as specified in the Contract and as may be amended. "Signature Document" means the document executed by both Parties that specifically sets forth all of the documents that constitute the Contract. "Solicitation" means the document issued by the System Agency under which applications for Program funds were requested, which is incorporated herein by reference for all purposes in its entirety, including all Amendments and Attachments. "Solicitation Response" means Grantee's full and complete response to the Solicitation, which is incorporated herein by reference for alI purposes in its entirety, including any Attachments and addenda. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas Textraver' means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any. "Technical Guidance Letter" or "TGL" means an instruction, clarification, or interpretation of the requirements of the Contract, issued by the System Agency to the Grantee. 1.02 Interpretive Provisions a. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. b. The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a whole and not to any particular provision, section, Attachment, or schedule of this Contract unless otherwise specified. c. The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Contract, (i) references to contracts (including this Contract) and other contractual instruments shall be deemed to include ail subsequent I. 06.03 16 Grantee Uniform Terms and Conditions Page 5 of 19 DocuSign Envelope ID 45EF4A79-A069-4CAB-86F3-4648C675CEBB Amendments and other modifications thereto, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Contract, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. d. Any references to "sections," "appendices," or "attachments" are references to sections, appendices, or attachments of the Contract. e. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Contract are references to these documents as amended, modified, or supplemented from time to time during the term of the Contract. f. The captions and headings of this Contract are for convenience of reference only and do not affect the interpretation of this Contract. g. All Attachments within this Contract, including those incorporated by reference, and any Amendments are considered part of the terms of this Contract. h. This Contract may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative and each will be performed in accordance with its terms. i. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver wilI be deemed modified by the phrase "in its sole discretion." j. Time is of the essence in this Contract. ARTICLE II PAYMENT METHODS AND RESTRICTIONS 2.01 Payment Methods Except as otherwise provided by the provisions of the Contract, the payment method will be one or more of the following: a. cost reimbursement. This payment method is based on an approved budget and submission of a request for reimbursement of expenses Grantee has incurred at the time of the request; b. unit rate. fee-for-service. This payment method is based on a fixed price or a specified rate(s) or fee(s) for delivery of a specified unit(s) of service and acceptable submission of all required documentation, forms and/or reports; or c. advance payment. This payment method is based on disbursal of the minimum necessary funds to carry out the Program or Project where the Grantee has implemented appropriate safeguards. This payment method will only be utilized in accordance with governing law and at the sole discretion of the System Agency. Grantees shall bill the System Agency in accordance with the Contract. Unless otherwise specified in the Contract, Grantee shall submit requests for reimbursement or payment monthly by the Iast business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to the System Agency upon request. 2.02 Final Billing Submission Unless otherwise proided by the System Agency, Grantee shall submit a reimbursement or payment request as a final close-out invoice not Iater than forty-five (45) calendar days following Grantee Uniform Terms and Conditions Page 64)f19 DocuSign Envelope ID 45EF4A79-A069-4CAB-86F3-4648C675CEBB the end of the term of the Contract. Reimbursement or payment requests received in the System Agency's offices more than forty-five (45) calendar days following the termination of the Contract may not be paid, 2.03 Financial Status Reports (FSRs) Except as otherwise provided in these General Provisions or in the terms of any Program Attachment(s) that is incorporated into the Contract, for contracts with categorical budgets, Grantee shall submit quarterly FSRs to Accounts Payable by the Last business day of the month following the end of each quarter of the Program Attachment term for System Agency review and financial assessment. Grantee shall submit the final FSR no later than forty-five (45) calendar days following the end of the applicable term. 2.04 Debt to State and Corporate Status Pursuant to Tex. Gov. Code § 403.055, the Department will not approve and the State Comptroller will not issue payment to Grantee if Grantee is indebted to the State for any reason, including a tax delinquency. Grantee, if a corporation, certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law (Tex. Tax Code §§ I71_001 et seq.). If tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Grantee's delinquent tax is paid in full. 2.05 Application of Payment Due Grantee agrees that any payments due under this Contract will be applied towards any debt of Grantee, including but not limited to delinquent taxes and child support that is owed to the State of Texas. 2.06 Use of Funds Grantee shall expend funds provided under this Contract only for the provision of approved services and for reasonable and allowable expenses directly related to those services. 2.07 Use for Match Prohibited Grantee shall not use funds provided under this Contract for matching purposes in securing other funding without the written approval of the System Agency. 2.08 Program Income Income directly generated from funds provided under this Contract or earned only as a result of such funds is Program Income. Unless otherwise required under the Program, Grantee shall use the addition alternative, as provided in UGMS § _.25(g)(2), for the use of Project income to further the Program, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report this income in accordance with the Contract, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Contract term and may not carry Program Income forward to any succeeding term. Grantee shall refund program income to the System Agency if the Program Income is not expended in the term in which it is earned. The System Agency may base future funding levels, in part, upon Grantee's proficiency in identifying, billing, collecting, and reporting Program Income, and in using it for the purposes and under the conditions specified in this Contract. 06 03 16 Grantee Uniform Terms and Conditions Page 7of19 DocuSIgn Envelope ID: 45EF4A79•A069-4CAB-86F3-4648C675CEBB 2.09 Nonsupplanting Grantee shall not use funds from this Contract to replace or substitute for existing funding from other but shall use funds from this Contract to supplement existing state or local funds currently available. Grantee shall make a good faith effort to maintain its current level of support. Grantee may be required to submit documentation substantiating that a reduction in state or local funding, if any, resulted for reasons other than receipt or expected receipt of funding under this Contract. ARTICLE III. STATE AND FEDERAL FUNDING 3.01 Funding This Contract is contingent upon the availability of sufficient and adequate funds. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or agencies, amendment of the Texas General Appropriations Act, agency consolidation, or any other disruptions of current funding for this Contract, the System Agency may restrict, reduce, or terminate funding under this Contract. This Contract is also subject to immediate cancellation or termination, without penalty to the System Agency, if sufficient and adequate funds are not available_ Grantee will have no right of action against the System Agency if the System Agency cannot perform its obligations under this Contract as a result of lack of funding for any activities or functions contained within the scope of this Contract. In the event of cancellation or termination under this Section, the System Agency will not be required to give notice and will not be liable for any damages or losses caused or associated with such termination or cancellation. 3.02 No debt Against the State The Contract will not be construed as creating any debt by or on behalf of the State of Texas. 3.03 Debt to State If a payment law prohibits the Texas Comptroller of Public Accounts from making a payment, the Grantee acknowledges the System Agency's payments under the Contract will be applied toward eliminating the debt or delinquency. This requirement specifically applies to any debt or delinquency, regardless of when it arises. 3.04 Recapture of Funds The System Agency may withhold all or part of any payments to Grantee to offset overpayments made to the Grantee_ Overpayments as used in this Section include payments (i) made by the System Agency that exceed the maximum allowable rates; (ii) that are not allowed under applicable laws, rules, or regulations; or (iii) that are otherwise inconsistent with this Contract, including any unapproved expenditures. Grantee understands and agrees that it will be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Contract. Grantee further understands and agrees that reimbursement of such disallowed costs will be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Contract, c 06.0.1; lig Grantee Uniform Terms and Conditions Page 8 of 19 DocuSign Envelope ID 45EF4A79-A069-4CAB-85F3-4648C675CEBB ARTICLE IV ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.01 Allowable Costs. System Agency will reimburse the allowable costs incurred in performing the Project that are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. The System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. If the System Agency has paid funds to Grantee for unallowable or ineligible costs, the System Agency will notify Grantee in writing, and Grantee shall return the funds to the System Agency within thirty (30) calendar days of the date of this written notice. The System Agency may withhold alI or part of any payments to Grantee to offset reimbursement for any unallowable or ineligible expenditure that Grantee has not refunded to the System Agency, or if financial status report(s) required under the Financial Status Reports section are not submitted by the due date(s). The System Agency may take repayment (recoup) from funds available under this Contract in amounts necessary to fulfill Grantee's repayment obligations. Applicable cost principles, audit requirements, and administrative requirements include - Applicable Entity Applicable Cost Principles Audit Requirements Administrative Requirements State, Local and Tribal Governments 2 CFR, Part 225 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Educational Institutions 2 CFR, Part 220 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Non -Profit Organizations 2 CFR, Part 230 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS For-profit Organization other than a hospital and an organization named in OMB Circular A-122 (2 CFR Part, 230) as not subject to that circular. 48 CFR Part 31, Contract Cost Principles Procedures, or uniform cost accounting standards that comply with cost principles acceptable to the federal or state awarding agency 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS 060316 Grantee Uniform Terms and Conditions Page 9 of 19 DocuSign Envelope ID: 45EF4A79-A069-4CAB-86F3-4648C675CEBB OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. 4.02 Independent Single or Program -Specific Audit If Grantee, within Grantee's fiscal year, expends a total amount of at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS (S750,000) in federal funds awarded, Grantee shall have a single audit or program -specific audit in accordance with the 2 CFR 200. The $750,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Grantee, within Grantee's fiscal year, expends a total amount of at least $750,000 in state funds awarded, Grantee must have a single audit or program -specific audit in accordance with UGMS, State of Texas Single Audit Circular. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or UGMS, as applicable, for their program -specific audits. The HHSC Office of Inspector General (010) will notify Grantee to complete the Single Audit Status Registration Form. If Grantee fails to complete the Single Audit Status Form within thirty (30) calendar days after notification by OIG to do so, Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with this Contract. The audit must be conducted by an independent certified public accountant and in accordance with applicable OMB Circulars, Government Auditing Standards, and UGMS_ Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS 4.03 Submission of Audit Within thirty (30) calendar days of receipt of the audit reports required by the Independent Single or Program -Specific Audit section, Grantee shall submit one copy to the System Agency as directed in this Contract, The Grantee wall also submit a copy of the Independent Single or Program -Specific Audit to the 010, at the following address: Health and Human Services Commission Office of Inspector General Compliance Audit, Mail Code 1326 P.O. Box 85200 Austin. Texas 78708-520(1 Electronic submission to OIG should be addressed as follows Dani_ fieldint~hhsc_state.tx.us If Grantee fails to submit the audit report as required by the Independent Single or Program - Specific Audit section within thirty (30) calendar days of receipt by Grantee of an audit report, Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with this Contract. ::i'::3 u Grantee Uniform Terms and Conditions Page IO of 19 DocuSign Envelope ID. 45EF4A79•A069-4CAB-85F3-4648C675CEBB ARTICLE V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.01 General Affirmations Grantee certifies that, to the extent General Affirmations are incorporated into the Contract under the Signature Document, the General Affirmations have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.02 Federal Assurances Grantee further certifies that, to the extent Federal Assurances are incorporated into the Contract under the Signature Document, the Federal Assurances have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.03 Federal Certifications Grantee further certifies, to the extent Federal Certifications are incorporated into the Contract under the Signature Document, that the Federal Certifications have been reviewed, and that Grantee is in compliance with each of the requirements reflected therein. In addition, Grantee certifies that it is in compliance with all applicable federal laws, rules, or regulations, as they may pertain to this Contract. ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 6.01 Ownership The System Agency will own, and Grantee hereby assigns to the System Agency, all right, title, and interest in all Deliverables. 6.02 Intellectual Property a. The System Agency and Grantee will retain ownership, all rights, title, and interest in and to, their respective pre-existing Intellectual Property. A license to either Party's pre-existing Intellectual Property must be agreed to under this or another contract. b. Grantee grants to the System Agency and the State of Texas a royalty -free, paid up, worldwide, perpetual, non-exclusive, non -transferable license to use any Intellectual Property invented or created by Grantee, Grantee's contractor, or a subcontractor in the performance of the Project. Grantee will require its contractors to grant such a license under its contracts. ARTICLE VII RECORDS, AUDIT, AND DISCLOSURE 7.01 Books and Records Grantee will keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office, the United States Government, and their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract and all state and federal rules, regulations, and statutes. Unless otherwise specified in this Contract, Grantee will maintain legible copies of this Contract and alI related documents for a minimum of seven (7) years after the termination of the contract period or seven (7) years after the completion of any litigation or dispute involving the Contract, whichever is later. %. 06 03 16 Grantee Uniform Terms and Conditions Page 11 of 19 DocuSign Envelope ID. 45EF4A79-A069-4CAB-86F3-4648C675CEBB 7.02 Access to records, books, and documents In addition to any right of access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations, or Subcontractors will permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, unrestricted access to and the right to examine any site where business is conducted or Services are performed, and all records, which includes but is not limited to financial, client and patient records, books, papers or documents related to this Contract. If the Contract includes federal funds, federal agencies that will have a right of access to records as described in this section include: the federal agency providing the funds, the Comptroller General of the United States, the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that will have a right of access to records as described in this section include: the System Agency, HHSC, HHSC's contracted examiners, the State Auditor's Office, the Texas Attorney General's Office, and any successor agencies. Each of these entities may be a duly authorized authority. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of investigation or hearing, Grantee will produce original documents related to this Contract. The System Agency and any duly authorized authority will have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Grantee will include this provision concerning the right of access to, and examination of, sites and information related to this Contract in any Subcontract it awards. 7.03 Response/compliance with audit or inspection findings a. Grantee must act to ensure its and its Subcontractor's compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Contract and the goods or services provided hereunder. Any such correction will be at Grantee or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance will be solely the decision of the System Agency, b. As part of the Services, Grantee must provide to HHSC upon request a copy of those portions of Grantee's and its Subcontractors' internal audit reports relating to the Services and Deliverables provided to the State under the Contract. 7.04 SAO Audit Grantee understands that acceptance of funds directly under the Contract or indirectly through a Subcontract under the Contract acts as acceptance of the authority of the State Auditor's Office (SAO), or any successor agency, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee. an entity that is the subject of an audit or investigation by the SAO must provide the SAO with access to any information the SAO considers relevant to the investigation or audit. Grantee agrees to cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested. Grantee will ensure that this clause concerning the authority to audit funds received indirectly by Subcontractors through Grantee and the requirement to cooperate is included in any Subcontract it awards. a(, [I i J C` Grantee Uniform Terms and Conditions Page 12 of 19 DocuSign Envelope ID 45EF4A79-A069-4CAB-86F3-4648c575CEBB 7.05 Confidentiality Any specific confidentiality agreement between the Parties takes precedent over the terms of this section. To the extent permitted by law, Grantee agrees to keep all information confidential, in whatever form produced, prepared, observed, or received by Grantee. The provisions of this section remain in full force and effect following termination or cessation of the services performed under this Contract. 7.06 Public Information Act Information related to the performance of this Contract may be subject to the PIA and will be withheld from public disclosure or released only in accordance therewith. Grantee must make alI information not otherwise excepted from disclosure under the PIA available in portable document file (".pd?') format or any other format agreed between the Parties. ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 8.01 Contract Management To ensure full performance of the Contract and compliance with applicable law, the System Agency may take actions including: a. Suspending all or part of the Contract; b. Requiring the Grantee to take specific corrective actions in order to remain in compliance with term of the Contract; c. Recouping payments made to the Grantee found to be in error, d. Suspending, limiting, or placing conditions on the continued performance of the Project; e. Imposing any other remedies authorized under this Contract; and f. Imposing any other remedies, sanctions or penalties permitted by federal or state statute, law, regulation, or rule. 8.02 Termination for Convenience The System Agency may terminate the Contract at any time when, in its sole discretion, the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in HHSC's notice of termination. 8.03 Termination for Cause Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Contract, in whole or in pari, upon either of the following conditions: a. Material Breach The System Agency will have the right to terminate the Contract in whole or in part if the System Agency determines, at its sole discretion, that Grantee has materially breached the Contract or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction and such violation prevents or substantially impairs performance of Grantee's duties under the Contract. Grantee's misrepresentation in any aspect of Grantee's Solicitation Response, if any or Grantee's addition to the Excluded Parties List System (EPLS) will also constitute a material breach of the Contract. b. Failure to Maintain Financial Viability ti 06.03 16 Grantee Uniform Terms and Conditions Page 13 of 19 DocuSign Envelope ID 45EF4A79-A069-4CAB-86F3-4648C675CEBB The System Agency may terminate the Contract if, in its sole discretion, the System Agency has a good faith belief that Grantee no longer maintains the financial viability required to complete the Services and Deliverables, or otherwise fully perform its responsibilities under the Contract. 8.04 Equitable Settlement Any early termination under this Article will be subject to the equitable settlement of the respective interests of the Parties up to the date of termination. ARTICLE IX MISCELLANEOUS PROVISIONS 9.01 Amendment The Contract may only be amended by an Amendment executed by both Parties. 9.02 Insurance Unless otherwise specified in this Contract, Grantee will acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee will provide evidence of insurance as required under this Contract, including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. In the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract, Grantee will secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. These and all other insurance requirements under the Contract apply to both Grantee and its Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 9.03 Legal Obligations Grantee will comply with all applicable federal, state, and local laws, ordinances, and regulations, including all federal and state accessibility laws relating to direct and indirect use of information and communication technology. Grantee will be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. In addition to any other act or omission that may constitute a material breach of the Contract, failure to comply with this Section may also be a material breach of the Contract. 9.04 Permitting and Licensure At Grantee's sole expense, Grantee will procure and maintain for the duration of this Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or Services required by this Contract. Grantee will be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee agrees to be responsible for payment of any such government obligations not paid by its contactors or subcontractors during performance of this Contract. I. 06.03 16 Grantee Uniform Terms and Conditions Page 14 of 19 DocuSign Envelope ID: 45EF4A79-A069-4CAB-86F3-4648C675CEBB 9.05 Indemnity To THE EXTENT ALLOWED BY LAW, GRANTEE WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS AND ITS OFFICERS AND EMPLOYEES, AND THE SYSTEM AGENCY AND ITS OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, ACTIONS, SUITS, DEMANDS, PROCEEDINGS, COSTS, DAMAGES, AND LIABILITIES, INCLUDING ATTORNEYS' FEES AND COURT COSTS ARISING OUT OF, OR CONNECTED WITH, OR RESULTING FROM: a. GRANTEE'S PERFORMANCE OF THE CONTRACT, INCLUDING ANY NEGLIGENT ACTS OR OMISSIONS OF GRANTEE, OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR b. ANY BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD, RULE, OR BREACH OF CONTRACT BY GRANTEE, ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR C. EMPLOYMENT OR ALLEGED EMPLOYMENT, INCLUDING CLAIMS OF DISCRIMINATION AGAINST GRANTEE, ITS OFFICERS, OR ITS AGENTS; OR d. WORK UNDER THIS CONTRACT THAT INFRINGES OR MISAPPROPRIATES ANY RIGHT OF ANY THIRD PERSON OR ENTITY BASED ON COPYRIGHT, PATENT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS. GRANTEE WILL COORDINATE ITS DEFENSE WITH THE SYSTEM AGENCY AND ITS COUNSEL. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING SOLELY FROM THE GROSS NEGLIGENCE OF THE SYSTEM AGENCY OR ITS EMPLOYEES. THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS CONTRACT. 9.06 Assignments Grantee may not assign all or any portion of its rights under, interests in, or duties required under this Contract without prior written consent of the System Agency, which may be withheld or granted at the sole discretion of the System Agency. Except where otherwise agreed in writing by the System Agency, assignment will not release Grantee from its obligations under the Contract. Grantee understands and agrees the System Agency may in one or more transactions assign, pledge, or transfer the Contract. This assignment will only be made to another State agency or a non -state agency that is contracted to perform agency support. 9.07 Relationship of the Parties Grantee is, and will be, an independent contractor and, subject only to the terms of this Contract, will have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal -agent, or to otherwise create for the System Agency any Grantee Uniform Terms and Conditions Page 15 of 19 r 06 03.16 Docu$ign Envelope ID: 45EF4A79-A069-4CAB-86F3-4648C675CEBB liability whatsoever with respect to the indebtedness, liabilities, and obligations of Grantee or any other Party. Grantee will be solely responsible for, and the System Agency will have no obligation with respect to: a. Payment of Grantee's employees for all Services performed; b. Ensuring each of its employees, agents, or Subcontractors who provide Services or Deliverables under the Contract are properly licensed, certified, or have proper permits to perform any activity related to the Work; c. Withholding of income taxes, FICA, or any other taxes or fees; d. Industrial or workers' compensation insurance coverage; e. Participation in any group insurance plans available to employees oldie State of Texas; f. Participation or contributions by the State to the State Employees Retirement System; g. Accumulation of vacation leave or sick leave; or h. Unemployment compensation coverage provided by the State. 9.08 Technical Guidance Letters In the sole discretion of the System Agency, and in conformance with federal and state law, the System Agency may issue instructions, clarifications, or interpretations as may be required during Work performance in the form of a Technical Guidance Letter. A TGL must be in writing. and may be delivered by rel;ular mail, electronic mail, or facsimile transmission. Any TGL issued by the System Agency will be incorporated into the Contract by reference herein for all purposes when it is issued. 9.09 Governing Law and Venue This Contract and the rights and obligations of the Parties hereto will be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit brought under this Contract will be in a court of competent jurisdiction in Travis County, Texas unless otherwise elected by the System Agency. Grantee irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. 9.10 Severability If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract will be construed as if such provision did not exist and the non - enforceability of such provision will not be held to render any other provision or provisions of this Contract unenforceable. 9.11 Survivability Termination or expiration of this Contract or a Contract for any reason will not release either party from any liabilities or obligations in this Contract that the parties have expressly agreed will survive any such termination or expiration, remain to be performed, or by their nature would be intended to be applicable following any such termination or expiration, including maintaining confidentiality of information and records retention. '. 0603 16 Grantee Uniform Terms and Conditions Page 16 of 19 DocuSign Envelope ID. 45EF4A79•A069-4CAB-86F3-4648C675CEBB 9.12 Force Majeure Except with respect to the obligation of payments under this Contract, if either of the Parties. after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order, rule, or regulation of governmental authority; or similar events that are beyond the control of the affected Party (collectively referred to as a "Force Majeure"), then, while so prevented, the affected Party's obligation to comply with such covenant will be suspended, and the affected Party will not be liable for damages for failure to comply with such covenant. In any such event, the Party claiming Force Majeure will promptly notify the other Party of the Force Majeure event in writing and, if possible, such notice will set forth the extent and duration thereof. 9.13 No Waiver of Provisions Neither failure to enforce any provision of this Contract nor payment for services provided under it constitute waiver of any provision of the Contract. 9.14 Publicity Except as provided in the paragraph below, Grantee must not use the name of, or directly or indirectly refer to, the System Agency, the State of Texas, or any other State agency in any media release, public announcement, or public disclosure relating to the Contract or its subject matter, including in any promotional or marketing materials, customer lists, or business presentations. Grantee may publish, at its sole expense, results of Grantee performance under the Contract with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 9.15 Prohibition on Non -compete Restrictions Grantee will not require any employees or Subcontractors to agree to any conditions, such as non -compete clauses or other contractual arrangements that would limit or restrict such persons or entities from employment or contracting with the State of Texas. 9.16 No Waiver of Sovereign Immunity Nothing in the Contract will be construed as a waiver of sovereign immunity by the System Agency. 9.17 Entire Contract and Modification The Contract constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in any future document incorporated into the Contract will be harmonized with this Contract to the extent possible by the System Agency. 9.18 Counterparts This Contract may be executed in any number of counterparts, each of which will be an original, and all such counterparts will together constitute but one and the same Contract. v 06.03 16 Grantee Uniform Terms and Conditions Page 17 of 19 DocuSign Envelope ID. 45EF4A79-A069-4CAB-86F3.4648C675CEBB 9.19 Proper Authority Each Party hereto represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. Any Services or Work performed by Grantee before this Contract is effective or after it ceases to be effective are performed at the sole risk of Grantee with respect to compensation. 9.20 Employment Verification Grantee will confirm the eligibility of all persons employed during the contract term to perform duties within Texas and all persons, including subcontractors, assigned by the contractor to perform work pursuant to the Contract. 9.2I Civil Rights a. Grantee agrees to comply with state and federal anti -discrimination laws, including: 1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); 2. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); 3. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et .seq.); 4. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); 5. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688); 6. Food and Nutrition Act of 2008 (7 U,S,C. §2011 et seq.): and 7. The System Agency's administrative rules. as set forth in the Texas Administrative Code. to the extent applicable to this Agreement. Grantee agrees to comply with alI amendments to the above -referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability, political beliefs, or religion, be excluded from participation in or denied any aid, care, service or other benefits provided by Federal or State funding. or otherwise be subjected to discrimination. b. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964. and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15, prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information, both orally and in writing, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits, and activities. c. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: hu :irwww.hhsc.state_ix.us/about hthsc'civil-rip,hts.brnchures-pos[ers.shtml Grantee Uniform Terms and Conditions Page IiofI9 (16 DocuSign Envelope ID. 45EF4A79-Ao69-4CAB-86F3-4648C675CEBB d. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. e. Upon request, Grantee will provide HHSC Civil Rights Office with copies of all of the Grantee's civil rights policies and procedures. f. Grantee must notify HHSC's Civil Rights Office of any civil rights complaints received relating to its performance under this Agreement.. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51st Street, Mail Code W206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 TTY Toll Free: (877) 432-7232 Fax: (512) 438-5885. r_06.01i_I6 Grantee Uniform Terms and Conditions Page 19 of 19 DocuSign Envelope ID: 45EF4A79-A069-4CAB-86F3-46413C675CEBB SUPPLEMENTAL CONDITIONS There are no special conditions applicable to this Contract. SPECIAL CONDITIONS SECTION 1.01 NOTICE OF CONTRACT ACTION Grantee shall notify their assigned contract manager if Grantee has had any contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; c. Date of the contract; d. Date of suspension or termination; and e. Contract or case reference number. SECTION 1.02 NOTICE OF BANKRUPTCY Grantee shall notify in writing its assigned contract manager of its plan to seek bankruptcy protection within five days of such action by Grantee. SECTION 1.03 NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS a. Grantee shall immediately report in writing to their contract manager when Grantee has knowledge or any reason to believe that they or any person with ownership or controlling interest in the organization/business, or their agent, employee, contractor or volunteer that is providing services under this Contract has: I. Engaged in any activity that could constitute a criminal offense equal to or greater than a Class A misdemeanor or grounds for disciplinary action by a state or federal regulatory authority; or 2. Been placed an community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. b. Grantee shall not permit any person who engaged, or was alleged to have engaged, in any activity subject to reporting under this section to perform direct client services or have direct contact with clients, unless otherwise directed in writing by the System Agency. v. 11.15.2016 Page I DocuSign Envelope ID: 45EF4A79-A069.4CAB-86F3-4648C675CEBB SECTION 1.04 GRANTEE'S NOTIFICATION OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL The Grantee shall notify in writing their contract manager assigned within ten days of any change to the Grantee's Contact Person or Key Personnel, SECTION 1.05 CONSENT BY NON -PARENT OR OTHER STATE LAW TO MEDICAL CARE OF A MINOR Unless a federal law applies, before a Grantee or its contractor can provide medical, dental, psychological or surgical treatment to a minor without parental consent, informed consent must be obtained as required by Texas Family Code Chapter 32. SECTION 1.06 TELEMEDICINE/TELEPSYCHIATRY MEDICAL SERVICES If Grantee or its Contractor uses telemedicine/telepsychiatry, these services shall be in accordance with the Grantee's written procedures. Grantee must use a protocol approved by Grantee's medical director and equipment that complies with the System Agency equipment standards, if applicable. Grantee's procedures for providing telemedicine service must include the following requirements: a. Clinical oversight by Grantee's medical director or designated physician responsible for medical leadership; b. Contraindication considerations for telemedicine use; c. Qualified staff members to ensure the safely of the individual being served by telemedicine at the remote site; d. Safeguards to ensure confidentiality and privacy in accordance with state and federal laws; e. Use by credentialed licensed providers providing clinical care within the scope of their licenses; f. Demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; g. Priority in scheduling the system for clinical care of individuals; h. Quality oversight and monitoring of satisfaction of the individuals served; and i. Management of information and documentation for telemedicine services that ensures timely access to accurate information between the two sites. Telemedicine Medical Services does not include chemical dependency treatment services provided by electronic means under 25 Texas Administrative Code Rule § 448.911. SECTION 1.78 SERVICES AND INFORMATION FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY a, Grantee shall take reasonable steps to provide services and information both orally and in writing. in appropriate languages other than English, to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits and activities. b. Grantee shall identify and document on the client records the primary language/dialect of a client who has limited English proficiency and the need for translation or interpretation services and shall not require a client to provide or pay for the services of a translator or interpreter. v. 11.15.2016 Page 2 DocuSign Envelope ID. 45EF4A79-A069-4CAB-86F3-464BC675CEBB c. Grantee shall make every effort to avoid use of any persons under the age of 18 or any family member or friend of the client as an interpreter for essential communications with a client with limited English proficiency, unless the client has requested that person and using the person would not compromise the effectiveness of services or violate the client's confidentiality and the client is advised that a free interpreter is available, SECTION 1.08 THIRD PARTY PAYORS Except as provided in this Contract, Grantee shall screen all clients and may not bill the System Agency for services eligible for reimbursement from third party payors, who are any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid, or other federal, state, local and private funding sources. As applicable, the Grantee shall: a. Enroll as a provider in Children's Health Insurance Program and Medicaid if providing approved services authorized under this Contract that may be covered by those programs and bill those programs for the covered services; b. Provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs; c. Allow clients that are otherwise eligible for System Agency services, but cannot pay a deductible required by a third party payor, to receive services up to the amount of the deductible and to bill the System Agency for the deductible; d. Not bill the System Agency for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted; e. Maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement; f. Bill all third party payors for services provided under this Contract before submitting any request for reimbursement to System Agency; and g. Provide third party billing functions at no cost to the client. SECTION 1.09 HIV/AIDS MODEL WORKPLACE GUIDELINES Grantee shall implement System Agency's policies based on the Human Immunodeficiency Virus/Acquired Immunodeficiency Syndrome (HIV.'AIDS), AIDS Model Workplace Guidelines for Businesses at http:.`.www,dshs.state.tx.usrhivstd/policva'nolicies.shtm State Agencies and State Grantees Policy No. 090.021. Grantee shall also educate employees and clients concerning HIV and its related conditions, including AIDS, in accordance with the Texas. Health & Safety Code §§ 85.112-114. SECTION 1.10 MEDICAL RECORDS RETENTION Grantee shall retain medical records in accordance with 22 TAC §165.1(b) or other applicable statutes, rules and regulations governing medical information. SECTION 1.11 NOTICE OF A LICENSE ACTION Grantee shall notify their contract manager of any action impacting its license to provide v. 11,15.2016 Page 3 DocuSign Envelope ID: 45EF4A79-A069-4CAB-86F3.4648C675CEBB services under this Contract within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; c. Date of the license action; and d. License or case reference number. SECTION 1.12 INTERINI EXTENSION AMENDMENT a. Prior to or on the expiration date of this Contract, the Parties agree that this Contract can be extended as provided under this Section. b. The System Agency shall provide written notice of interim extension amendment to the Grantee under one of the following circumstances: I. Continue provision of services in response to a disaster declared by the governor; or 2. To ensure that services are provided to clients without interruption. c. The System Agency will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. d. Grantee will provide and invoice for services in the same manner that is stated in the Contract. e. An interim extension under Section (b)(1) above shall extend the term of the contract not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. f. An interim extension under Section (b)(2) above shall be a one-time extension for a period of time determined by the System Agency. SECTION 1.13 ELECTRONIC AND INFORMATION RESOURCES ACCESSIBILITY AND SECURITY STANDARDS a. Applicability: The following Electronic and Information Resources (EIR) requirements apply to the Contract because the Grantee performs services that include EIR that the System Agency's employees are required or permitted to access or members of the public are required or permitted to access. This Section does not apply to incidental uses of EIR in the performance of the Agreement, unless the Parties agree that the EIR will become property of the State of Texas or will be used by HHSC's clients or recipients after completion of the Agreement. Nothing in this section is intended to prescribe the use of particular designs or technologies or to prevent the use of alternative technologies, provided they result in substantially equivalent or greater access to and use of a Product. b. Definitions: v. 11.15,2016 Page 4 DoceSign Envelope ID. 45EF4A79-A069-4CAB-86F3.464BC675cEBB "Accessibility Standards" means accessibility standards and specifications for Texas agency and institution of higher education websites and EIR set forth in 1 TAC Chapter 206 and/or Chapter 213. "Electronic and Information Resources" means information resources, including information resources technologies, and any equipment or interconnected system of equipment that is used in the creation, conversion, duplication, or delivery of data or information. The term includes telephones and other telecommunications products, information kiosks, transaction machines, Internet websites, multimedia resources, and office equipment, including copy machines and fax machines. "Electronic and Information Resources Accessibility Standards" means the accessibility standards for electronic and information resources contained in 1 Texas Administrative Code Chapter 213. "Product" means information resources technology that is, or is related to EIR. "Web Site Accessibility Standards/ Specifications" means standards contained in Volume 1 Tex. Admin. Code Chapter 206(c) Accessibility Requirements. Under Tex. Gov't Code Chapter 2054, Subchapter M, and implementing rules of the Texas Department of Information Resources, the System Agency must procure Products and services that comply with the Accessibility Standards when those Products are available in the commercial marketplace or when those Products are developed in response to a procurement solicitation. Accordingly, Grantee must provide electronic and information resources and associated Product documentation and technical support that comply with the Accessibility Standards. c. Evaluation, Testing, and Monitoring 1. The System Agency may review, test, evaluate and monitor Grantee's Products and services, as well as associated documentation and technical support for compliance with the Accessibility Standards. Review, testing, evaluation and monitoring may be conducted before and after the award of a contract. Testing and monitoring may include user acceptance testing. Neither the review, testing (including acceptance testing), evaluation or monitoring of any Product or service, nor the absence of review, testing, evaluation or monitoring, will result in a waiver of the State's right to contest the Grantee's assertion of compliance with the Accessibility Standards. Grantee agrees to cooperate fully and provide the System Agency and its representatives timely access to Products, records, and other items and information needed to conduct such review, evaluation, testing, and monitoring. d. Representations and Warranties I. Grantee represents and warrants that: v. 11.15.2016 Page 5 DacuSign Envelope ID: 45EF4A79-A069-4CAB-86F3-4648C675CEBB i. As of the Effective Date of the Contract, the Products and associated documentation and technical support comply with the Accessibility Standards as they exist at the time of entering the Agreement, unless and to the extent the Parties otherwise expressly agree in writing; and ii. If the Products will be in the custody of the state or a System Agency's client or recipient after the Contract expiration or termination, the Products will continue to comply with Accessibility Standards after the expiration or termination of the Contract Term, unless the System Agency or its clients or recipients, as applicable, use the Products in a manner that renders it noncompliant. 2. In the event Grantee becomes aware, or is notified that the Product or service and associated documentation and technical support do not comply with the Accessibility Standards, Grantee represents and warrants that it will, in a timely manner and at no cost to the System Agency, perform all necessary steps to satisfy the Accessibility Standards. including remediation, replacement, and upgrading of the Product or service, or providing a suitable substitute. 3. Grantee acknowledges and agrees that these representations and warranties are essential inducements on which the System Agency relies in awarding this Contract. 4. Grantee's representations and warranties under this subsection will survive the termination or expiration of the Contract and will remain in full force and effect throughout the useful life of the Product, e. Remedies I . Under Tex. Gov't Code § 2054.465, neither the Grantee nor any other person has cause of action against the System Agency for a claim of a failure to comply with Tex. Gov't Code Chapter 2054, Subchapter M, and rules of the Department of Information Resources. 2. In the event of a breach of Grantee's representations and warranties, Grantee will be liable for direct, consequential, indirect, special, or liquidated damages and any other remedies to which the System Agency may be entitled under this Contract and other applicable law. This remedy is cumulative of any other remedies to which the System Agency may be entitled under this Contract and other applicable law. SECTION 1.14 CHILD ABUSE REPORTING REQUIREMENT a. Grantees shall comply with child abuse and neglect reporting requirements in Texas Family Code Chapter 261. This section is in addition to and does not supersede any other legal obligation of the Grantee to report child abuse. b. Grantee shall develop, implement and enforce a written policy that includes at a minimum the System Agency's Child Abuse Screening, Documenting, and Reporting Policy for Grantees/Providers and train all staff on reporting requirements. v. 11.15.2016 Page 6 DocuSign Envelope ID: 45EF4A79-A469-4CAB-86F3-4648C675CEBB c. Grantee shall use the System Agency's Child Abuse Reporting Form located at www.Svstem Acencv.state.tx.uschildabusereporting as required by the System Agency. Grantee shall retain reporting documentation on site and make it available for inspection by the System Agency. SECTION 1.15 GRANTEE'S CERTIFICATION OF MEETING OR EXCEEDING TOBACCO -FREE WORKPLACE POLICY MINIMUM STANDARDS. Grantee certifies that it has adopted and enforces a Tobacco -Free Workplace Policy that meets or exceeds all of the following minimum standards of: a) Prohibiting the use of all forms of tobacco products, including but not limited to cigarettes, cigars, pipes, water pipes (hookah), bidis, kreteks, electronic cigarettes, smokeless tobacco, snuff and chewing tobacco; b) Designating the property to which this Policy applies as a "designated area," which must at least comprise all buildings and structures where activities funded under this Contract are taking place, as well as Grantee owned, leased, or controlled sidewalks, parking lots, walkways, and attached parking structures immediately adjacent to this designated area; c) Applying to all employees and visitors in this designated area; and d) Providing for or referring its employees to tobacco use cessation services. If Grantee cannot meet these minimum standards, it must obtain a waiver from the System Agency. v. 11.152016 Page 7 DocuSign Envelope ID:45EF4A79-A069-4CAB-86F3.4648C675CEBB 11I IS contract No 537-18-0032-00001 DATA USE AGREEMENT BETWEEN THE TEXAS HEALTH AND HUMAN SERVICES ENTERPRISE AND CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) (`CONTRACTOR") This Data Use Agreement ("DUA"), effective as of the date signed below ("Effective Date"), is entered into by and between the Texas Health and Human Services Enterprise agency, DSHS, ("HHS"), and Corpus Christi-Nueces County Public Health District (City), a political subdivision of the Stale of Texas ("CONTRACTOR"), and incorporated into the terms of HHS Contract No. 537-18-0032-00001 in Travis County, Texas (the "Base Contract"). ARTICLE 1. PURPOSE; APPLICABILITY; ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the Confidential Information. 45 CFR 164.504(e)(1)-(3). This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA. This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA, if any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the following: Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (42 U.S.C. § 1320d, et seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments, regulations and guidance issued thereafter; The Social Security Act, including Section 1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act; The Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue Code, Title 26 of the United States Code and regulations and publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas Government Code §2054.1125. In addition, the following terms in this DUA are defined as follows: "Authorized Purpose" means the specific purpose or purposes described in the Statement of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. HHS Data Use Agreement (modified v. 8.1) Local Health Departments October 21,2015 Page 1 of 15 DocuSign Envelope ID: 45EF4A79-A069-4CAB-86F3 4648C675CEBB I II IS Contract Nt: 537-18-0032-00001 "Authorized User" means a Person: (1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or analyze Confidential Information pursuant to this DUA; (2) For whom CONTRACTOR warrants and represents has a demonstrable need to create, receive, maintain, use, disclose or have access to the Confidential Information; and (3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information as required by this DUA. "Confidential Information" means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR, or that CONTRACTOR may, for an Authorized Purpose, create, receive, maintain, use, disclose or have access to, that consists of or includes any or all of the following: (I) Client Information; (2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information (herein "PHI"); (3) Ch. 521; Sensitive Personal Information defined by Texas Business and Commerce Code (4) Federal Tax Information; (5) Individually Identifiable Health Information as related to HIPAA, Texas HIPAA and Personal Identifying Information under the Texas Identity Theft Enforcement and Protection Act; (6) Social Security Administration Data, including, without limitation, Medicaid information; (7) All privileged work product; (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Govemment Code, Chapter 552. "Legally Authorized Representative" of the Individual, as defined by Texas law, including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(g)( I ) (HIPAA); Tex. Occ. Code § 151.002(6); Tex. H. & S. Code § 166.164; and Estates Code Ch. 752. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION 3.01 Obligations of CONTRACTOR CONTRACTOR agrees that: HHS Data Use Agreement (modified v. 8 3) Lou1 Health Departments October 21,2015 Page 2 of 15 DocuSign Envelope ID; 45EF4A79-A069-4CAB-86F3-4648C675CEBB I I1 iti Conlraul N( 537-18-0032-00001 (A) CONTRACTOR will exercise reasonable care and no less than the same degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent any portion of the Confidential Information from being used in a manner that is not expressly an Authorized Purpose under this DUA or as Required by Law. 45 CFR 164.502(b)(1); 45 CFR 164.514(d) (B) Except as Rectuired by Law, CONTRACTOR will not disclose or allow access to any portion of the Confidential Information to any Person or other entity, other than Authorized User's Workforce or Subcontractors (as defined in 45 CER. 160.103) of CONTRACTOR who have completed training in confidentiality, privacy, security and the importance of promptly reporting any Event or Breach to CONTRACTOR's management, to carry out CONTRACTOR's obligations in connection with the Authorized Purpose. HHS, at its election, may assist CONTRACTOR in training and education on specific or unique HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health & Safety Code §181.101 (C) CONTRACTOR will establish, implement and maintain appropriate sanctions against any member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.45 C.F.R. 164.308(a)(1)(ii)(C); 164.530(e); 164.410(b); 164.530(b)(1) (D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2)(1i)(A) (E) CONTRACTOR will not attempt to re -identify or further identify Confidential Information or De -identified Information or attempt to contact any Individuals whose records are contained in the Confidential Information except for an Authorized Purpose, without express written authorization from HHS or as expressly permitted by the Base Contract. 45 CFR 164.502(d)(2)(i) and (ii) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a)(3) and (4); Texas Health t% Safety Code Ch. 181.002 (F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information to carry out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)00; 164.504(e)(1)(i) and (2). HHS Data Use Agreement (modified v 8.3) Local Health Departments October 21,20I5 Page 3 of 15 DocuSign Envelope ID: 45EF4A79-A069-4CAB-86F3-4648C675CEBB 111 IS Ci nira i Nc 537-18-0032-00001 (G) CONTRACTOR is directly responsible for compliance with, and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use. 45 CFR 164.504(e)(5); 42 CFR 431.300, et seq. (H) If CONTRACTOR maintains PHI in a Designated Record Set which is Confidential Information and subject to this Agreement, CONTRACTOR will make PHI available to HHS in a Designated Record Set upon request. CONTRACTOR will provide PHI to an Individual, or Legally Authorized Representative of the Individual who is requesting PHI in compliance with the requirements of the HIPAA Privacy Regulations. CONTRACTOR will release PHI in accordance with the HIPAA Privacy Regulations upon receipt of a valid written authorization. CONTRACTOR will make other Confidential Information in CONTRACTOR's possession available pursuant to the requirements of HIPAA or other applicable law upon a determination of a Breach of Unsecured PHI as defined in HIPAA. CONTRACTOR will maintain an accounting of all such disclosures and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.524and 164.504(e)(2)(ii)(E). (I) If PHI is subject to this Agreement, CONTRACTOR will make PHI as required by HIPAA available to HHS for review subsequent to CONTRACTOR's incorporation of any amendments requested pursuant to HIPAA. 45 CFR 164.504(e)(2)(ii)(E) and (F). (J) If PHI is subject to this Agreement, CONTRACTOR will document and make available to HHS the PHI required to provide access_ an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations. 45 CFR 164.504(e)(2)(11)(G) antr! 164.528. (K) If CONTRACTOR receives a request for access, amendment or accounting of PHI from an individual with a right of access to information subject to this DUA, it will respond to such request in compliance with the HIPAA Privacy Regulations_ CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2). (L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308; 164.530(c); 1 TAC 202. (M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may use PHI for the proper management and administration of CONTRACTOR or to carry out CONTRACTOR's Iegal responsibilities. Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may disclose PHI for HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 4 of 15 DocuSign Envelope ID: 45EF4A79-A069-4CAB-86F3-4648C675CEBB III IS Contract No 537-18-0032-00001 the proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities, if: 45 CFR 164.504(e)(4)(A). (1) Disclosure is Required by Law, provided that CONTRACTOR complies with Section 3.01(D); or (2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity will: (a)Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person; and (c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence. 45 CFR 164.504(e)(4)(ii)(B). (N) Except as otherwise limited by this DUA, CONTRACTOR will, if required by law and requested by HHS, use commercially reasonable efforts to use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA, 45 C.F.R. §164.501 and permitted by HIPAA. 45 CFR 164.504(e)(2)(i)(B) (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract, at its expense, send to HHS or Destroy, at HHS's election and to the extent reasonably feasible and permissible by law, all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the Confidential Information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been Destroyed or sent to HHS, and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential Information if federal law, state law, the Texas State Library and Archives Commission records retention schedule, and/or a litigation hold notice prohibit such delivery or Destruction. If such delivery or Destruction is not reasonably feasible, or is impermissible by law, CONTRACTOR will immediately notify HHS of the reasons such delivery or Destruction is not feasible, and agree to extend indefinitely the protections of this DUA to the Confidential Information and limit its further uses and disclosures to the purposes that make the return delivery or Destruction of the Confidential Information not feasible for as long as CONTRACTOR maintains such Confidential Information. 45 CFR 164.504(e)(2)(ii)(J) (P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information in a secure fashion that protects against any reasonably HHS Data Use Agreement (modified v 8.3) Local Health Departments October 21,205 Page 5 of 15 DocuSign Envelope ID: 45EF4A79-A069-4CA8-86F3 4648C675CEBB IVIS Contract No 537-18-0032-00001 anticipated threats or hazards to the security or integrity of such information or unauthorized uses. 45 CFR 164.306; 164.530(c) (Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential Information, CONTRACTOR will complete and return to HHS at infosecurity a hhsc.state.tx.us the HHS information security and privacy initial inquiry (SPI) at Attachment 1 . The SPI identifies basic privacy and security controls with which CONTRACTOR must comply to protect HHS Confidential Information. CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by HHS as required by state and federal law, based on the type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and level of risk. CONTRACTOR's security controls will be based on the National Institute of Standards and Technology (NIST) Special Publication 800-53. CONTRACTOR will update its security controls assessment whenever there are significant changes in security controls for HHS Confidential Information and will provide the updated document to HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring requirements. 45 CFR 164.306. (R) CONTRACTOR will establish, implement and maintain reasonable procedural, administrative, physical and technical safeguards to preserve and maintain the confidentiality, integrity, and availability of the Confidential Information, and with respect to PHI, as described in the HIPAA Privacy and Security Regulations, or other applicable laws or regulations relating to Confidential Information to prevent any unauthorized use or disclosure of Confidential Information as long as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physica! safeguards); 164.312 (technical safeguards); 164.530(c)(privacy safeguards). (S) CONTRACTOR will designate and identify. a Person or Persons, as Privacy Official 45 CFR 164.530(a)(1) and Information Security Official, each of whom is authorized to act on behalf of CONTRACTOR and is responsible for the development and implementation of the privacy and security requirements in this DUA. CONTRACTOR will provide name and current address, phone number and e-mail address for such designated officials to HHS upon execution of this DUA and prior to any change. If such persons fail to develop and implement the requirements of the DUA, CONTRACTOR will replace them upon HHS request. 45 CFR 164.308(a)(2). (T) CONTRACTOR represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further, that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. 45 CFR 164.502; 164.514(d). (U) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they HHS Data Use Agreement (modified v 8 1) Local Health Departments October 21,2015 Page 6 of 15 DocuSign Envelope ID. 45EF4A79-A069-4CAB-86F3-4648C675CEBB 11115 Contract No 537-18-0032-00001 agreed to be bound by the terms of this DUA, at all times and supply it to HHS, as directed, upon request. (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach, to comply with the privacy, secunty and breach notice requirements of this DUA prior to conducting work under the Statement of Work. 45 CFR 164.308; 164.316; 164.514(d); 164.530(i)(1). (W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential Information received from, created by, or received, used or disclosed by CONTRACTOR for an Authorized Purpose for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308; 164.514(d). (X) CONTRACTOR will make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to, or copies of, PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secretary of the U.S. Department of Health and Human Services, or other federal or state law. 45 CFR 164.504(e)(2)(i)(I). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form, in accordance with applicable rules, regulations and laws. A secure transmission of electronic Confidential Information in motion includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an appropriate level. If required by rule, regulation or law. HHS Confidential Information at rest requires Encryption unless there is other adequate administrative, technical, and physical security. All electronic data transfer and communications of Confidential Information will be through secure systems. Proof of system, media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance investigation, audit or the Discove z of an Event or Breach. Otherwise, requested production of such proof will be made as agreed upon by the parties. De -identification of HHS Confidential Information is a means of security. With respect to de -identification of PHI, "secure" means de -identified according to HIPAA Privacy standards and regulatory guidance. 45 CFR 164.312; 164.530(d). (Z) For each type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses, has access to or transmits in the performance of the Statement of Work, CONTRACTOR will comply with the following laws rules and regulations, only to the extent applicable and required by law: • Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; • The Privacy Act of 1974; HHS Data Use Agreement (modified v 8.3) Local Health Departments October 21,2015 Page 7 of 15 DocuSign Envelope ID 45EF4A79-A069-4CAB.86F3-464;[:67vCEBB l iI IS Contract Nc. 537-18-0032-00001 • OMB Memorandum 07-16; • The Federal Information Security Management Act of 2002 (FISMA); • The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the DUA; • Internal Revenue Publication 1075 - Tax Information Security Guidelines for Federal, State and Local Agencies; • National Institute of Standards and Technology (NIST) Special Publication 800-66 Revision 1 - An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; • NIST Special Publications 800-53 and 800-53A - Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; • NIST Special Publication 800-47 - Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88, Guidelines for Media Sanitization; • NIST Special Publication 800-111, Guide 10 Storage of Encryption Technologies for End User Devices containing PHI; and Any other State or Federal law, regulation, or administrative rule relating to the specific HHS program area that CONTRACTOR supports on behalf of HHS. (AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat any Personal Identifying Information it creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with Texas Business and Commerce Code, Chapter 521 and other applicable regulatory standards identified in Section 3.01(Z), and Individually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with HIPAA and other applicable regulatory standards identified in Section 3.01(Z). ARTICLE 4. BREACH NOTICE, REPORTING AND CORRECTION REQUIREMENTS 4.01 Breach or Event Notification to HHS. 45 CFR 164.400-414. (A) CONTRACTOR will cooperate fully with HHS in investigating, mitigating to the extent practicable and issuing notifications directed by HHS, for any Event or Breach of Confidential Information to the extent and in the manner determined by HHS. HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 212015 Page 8 of 15 DocuSign Envelope 10: 45EF4A79-A069-4CAB-86F3-4648C675CEBB III IS Contract Nr 537-18-0032-00001 (B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues, until all elects of the Event are mitigated to HHS's reasonable satisfaction (the "incident response period"). 45 CFR 164.404. (C) Breach Notice: (1) Initial Notice. (a) For federal information, including without limitation, Federal Tax Information, Social Security Administration Data, and Medicaid Client Information, within the first, consecutive clock hour of Discovery, and for all other types of Confidential Information not more than 24 hours after Discovery, or in a timeframe otherwise approved by HHS in writing, initially report to HHS's Privacy and Security Officers via email at: privacyarliHSC.state.tx.us and to the HHS division responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for information exchange. (b) Report all information reasonably available to CONTRACTOR about the Event or Breach of the privacy or security of Confidential Information. 45 CFR 164.410. (c) Name, and provide contact information to HHS for, CONTRACTOR's single point of contact who will communicate with HHS both on and off business hours during the incident response period. (2) Formal Notice. No later than two business days after the Initial Notice above, provide formal notification to privacy(a'HHSC.state.tx.us and to the HHS division responsible for this DUA, including alI reasonably available information about the Event or Breach, and CONTRACTOR's investigation, including without limitation and to the extent available: For (a) - (m) below: 45 CFR 164.400-414. (a) The date the Event or Breach occurred; (b) The date of CONTRACTOR' and, if applicable, Subcontractor's Discovery - (c) A brief description of the Event or Breach; including how it occurred and who is responsible (or hypotheses, if not yet determined); (d) A brief description of CONTRACTOR's investigation and the status of the investigation; HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 9 of 15 DocuSign Envelope ID: 45EF4A79-A069.4CAB-86F3.4648C675CEBB tuts Contract Na 537-18-0032-00001 (e) A description of the types and amount of Confidential Information involved; (f) Identification of and number of all Individuals reasonably believed to be affected, including first and last name of the Individual and if applicable the, Legally Authorized Representative, last known address, age, telephone number, and email address if it is a preferred contact method, to the extent known or can be reasonably determined by CONTRACTOR at that time; (g) CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; (h) CONTRACTOR's recommendation for HHS's approval as to the steps Individuals and/or CONTRACTOR on behalf of Individuals, should take to protect the Individuals from potential harm, including without limitation CONTRACTOR's provision of notifications, credit protection, claims monitoring, and any specific protections for a Legally Authorized Representative to take on behalf of an Individual with special capacity or circumstances; (i) The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); (j) The steps CONTRACTOR has taken, or will take, to prevent or reduce the likelihood of recurrence of a similar Event or Breach; (k) Identify, describe or estimate the Persons, Workforce, Subcontractor, or Individuals and any law enforcement that may be involved in the Event or Breach; (1) A reasonable schedule for CONTRACTOR to provide regular updates during normal business hours to the foregoing in the future for response to the Event or Breach.. but no less than every three (3) business days or as otherwise directed by HHS, including information about risk estimations, reporting. notification, if any, mitigation, corrective action, root cause analysis and when such activities are expected to be completed; and (m) Any reasonably available, pertinent information, documents or reports related to an Event or Breach that HHS requests following Discovery. HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21.2015 Page 10 of 15 DocuSign Envelope ID: 45EF4A79-A069-4CAB-86F3-4648C[75CEBB 'if IS Contract N, 537-18-0032-00001 4.02 Investigation, Response and Mitigation. 45 CFR 164.308, 310 and 312; 164.530 (A) CONTRACTOR will immediately conduct a full and complete investigation, respond to the Event or Breach, commit necessary and appropriate staff and resources to expeditiously respond, and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the reasonable satisfaction of HHS, (B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS following an Event or Breach, and provide the fnal assessment, corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach. (D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breach, or to recover or protect any Confidential Information, including complying with reasonable corrective action or measures. as specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract. 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408 (Authorities) (A) HHS may direct CONTRACTOR to provide Breach notification to Individuals, regulators or third -parties, as specified by HHS following a Breach. (B) CONTRACTOR shall give HHS an opportunity to review and provide feedback to CONTRACTOR and to confirm that CONTRACTOR's notice meets all regulatory requirements regarding the time, manner and content of any notification to Individuals, regulators or third -parties, or any notice required by other state or federal authorities. HHS shall have ten (10) business days to provide said feedback to CONTRACTOR. Notice letters will be in CONTRACTOR's name and on CONTRACTOR's letterhead, unless otherwise directed by HHS, and will contain contact information, including the name and title of CONTRACTOR's representative, an email address and a toll-free telephone number, if required by applicable law, rule, or regulation, for the Individual to obtain additional information. (C) CONTRACTOR will provide HHS with copies of distributed and approved communications. (D) CONTRACTOR will have the burden of demonstrating to the reasonable satisfaction of HHS that any notification required by HHS was timely made. If there are delays outside of CONTRACTOR's control. CONTRACTOR will provide written documentation of the reasons for the delay. HHS Data Use Agreetnent (modified v. 83) Local Health Departments October 21,2015 Page 11 of 15 DocuSign Envelope ID 45EF4A79-A069-4CAB-86F3-4648C675CEBB 11115 Contract N 537-18-0032-00001 (E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. ARTICLE 5. STATEMENT OF WORK "Statement of Work" means the services and deliverables to be performed or provided by CONTRACTOR, or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract. The Statement of Work, including any future amendments thereto, is incorporated by reference in this DUA as if set out word-for-word herein. ARTICLE 6. GENERAL PROVISIONS 6.01 Oversight of Confidential Information CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor CONTRACTOR's access to and creation, receipt, maintenance, use, disclosure of the Confidential Information to confirm that CONTRACTOR is in compliance with this DUA. 6.02 HHS Commitment and Obligations HHS will not request CONTRACTOR to create, maintain, transmit, use or disclose PHI in any manner that would not be permissible under applicable law if done by HHS. 6.03 HHS Right to Inspection At any time upon reasonable notice to CONTRACTOR, or if HHS determines that CONTRACTOR has violated this DUA, HHS, directly or through its agent, will have the right to inspect the facilities, systems, books and records of CONTRACTOR to monitor compliance with this DUA. For purposes of this subsection, HHS's agent(s) include, without limitation, the HHS Office of the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal counsel or other designee. 6.04 Term; Termination of DUA; Survival This DUA will be effective on the date on which CONTRACTOR executes the DUA, and will terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is extended or amended, this DUA shall be extended or amended concurrent with such extension or amendment. (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. (B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation to return or Destroy the Confidential Information as set forth in this DUA and HHS Data Use Agreement (modified v. 83) Local Health Departments October 21,2015 Page 12 of 15 DocuSign Envelope ID 45EF4A79-A069-4CAB-86F3-4648C675CEBB IIS Cton'rai l No 537-18-0032-00001 to continue to safeguard the Confidential Information until such time as determined by HHS. (C) If HHS determines that CONTRACTOR has violated a material term of this DUA; HHS may in its sole discretion: (1) Exercise any of its rights including but not limited to reports, access and inspection under this DUA and/or the Base Contract; or (2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA; or (3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS; or (4) Terminate the DUA and Base Contract immediately, and seek relief in a court of competent_ jurisdiction in Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation, the requested corrective action CONTRACTOR may take to cure the alleged violation, and the action HHS intends to take if the alleged violated is not timely cured by CONTRACTOR. (D) If neither termination nor cure is feasible, HHS shall report the violation to the Secretary of the U.S. Department of Health and Human Services. (E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is Destroyed or returned to HHS, as required by this DUA. 6.05 Governing Law, Venue and Litigation (A) The validity, construction and performance of this DUA and the legal relations among the Parties to this DUA will be governed by and construed in accordance with the laws of the State of Texas. (B) The Parties agree that the courts of Texas, will be the exclusive venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, or in connection with, or by reason of this DUA. 6.06 Injunctive Relief (A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the terms of this DUA with respect to the Confidential Information or a provision of HIPAA or other laws or regulations applicable to Confidential Information. HHS Data Use Agreement (modified v 8.3) Local Health Departments October 21,2015 Page 13of15 DocuSign Envelope ID: 45EF4A79-A069-4CAB-86F3.4648C675CEBB III IS Conmict Nc1 537-18-0032-00001 (B) CONTRACTOR further agrees that monetary damages may be inadequate to compensate HHS for CONTRACTOR's or its Subcontractor's failure to comply. Accordingly, CONTRACTOR agrees that HHS will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages, to enforce the terms of this DUA. 6.07 Responsibility. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to CONTRACTOR as a governmental entity, CONTRACTOR shall be solely responsible for its own acts and omissions and the acts and omissions of its employees, directors, officers, Subcontractors and agents. HHS shall be solely responsible for its own acts and omissions. 6.08 Insurance (A) As a governmental entity, and in accordance with the limits of the Texas Tort Claims Act, Chapter 101 of the Texas Civil Practice and Remedies Code, CONTRACTOR either maintains commercial insurance or self -insures with policy limits in an amount sufficient to cover CONTRACTOR's liability arising under this DUA. CONTRACTOR will request that HHS be named as an additional insured- HHSC reserves the right to consider alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility under this DUA. Nothing herein shall relieve CONTRACTOR of its financial obligations set forth in this DUA if CONTRACTOR fails to maintain insurance. (B) CONTRACTOR will provide HHS with written proof that required insurance coverage is in effect, at the request of HHS. 6.08 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, if any Iegal action or other proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract violation Event, Breach, default, misrepresentation, or injunctive action, in connection with any of the provisions of this DUA, each party will bear their own legal expenses and the other cost incurred in that action or proceeding. 6.09 Entirety of the Contract This DUA is incorporated by reference into the Base Contract as an amendment thereto and, together with the Base Contract, constitutes the entire agreement between the parties. No change, waiver, or discharge of obligations arising under those documents will be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be enforced. If any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. 6.10 Automatic Amendment and Interpretation HHS Data Use Agreement (modified v 8.3) Local Health Departments October 21,2015 Page 14 of 15 DocuSign Envelope ID 45EF4A79-A069-4CAB-86F3.4648C675CEBB 111IS Contract 537-18-0032-00001 If there is (i) a change in any Iaw, regulation or rule, state or federal, applicable to HIPPA and/or Confidential Information, or (ii) any change in the judicial or administrative interpretation of any such law, regulation or rule„ upon the effective date of such change, this DUA shall be deemed to have been automatically amended, interpreted and read so that the obligations imposed on HHS and/or CONTRACTOR remain in compliance with such changes. Any ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPAA or any other law applicable to Confidential Information. ARTICLE 7. AUTHORITY To EXECUTE The Parties have executed this DUA in their capacities as stated below with authority to bind their organizations on the dates set forth by their signatures. IN WITNESS HEREOF, HHS and CONTRACTOR have each caused this DUA to be signed and delivered by its duly authorized representative: TEXAS HEALTH AND HUMAN SERVICES CONTRACTOR BY: BY: NAME: NAME: TITLE: TITLE: DATE: DATE: HHS Data Use Agreement (modified v 8.3) Local Health Departments October 21,2015 Page 15 01 15 DocuSign Envelope ID. 45EF4A79-A069-4CAB-86F3-4648C675CEB�B� 1:1CHMENT F DSHS NON-EXCLUSIVE LIST OF APPLICABLE LAWS Contractor is responsible for reviewing and complying with any applicable statutes, rules, regulations, executive orders and policies. To the extent applicable to Contractor, Contractor shall comply with the following: a. Statutes, rules, regulations, and DSHS policy (and any of their subsequent amendments) that collectively prohibit discrimination, exclusion from or limitation of participation in programs, benefits or activities or denial of any aid, care, service or other benefit on the basis of race, color, national origin, limited English proficiency, sex, sexual orientation (where applicable), disabilities, age, substance abuse, political belief or religion: 1. Title VI of the Civil Rights Act of 1964, 42 USC §§ 2000d et seq.; 2. Title IX of the Education Amendments of 1972, 20 USC §§ 1681-1683, and 1685-1686; 3. Section 504 of the Rehabilitation Act of 1973, 29 USC § 794(a); 4. Americans with Disabilities Act of 1990, 42 USC §§ 12101 et seq.; 5. Age Discrimination Act of 1975, 42 USC §§ 6101-6107; 6. Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, 42 USC § 290dd (b)(1); 7) 45 CFR Parts 80, 84, 86 and 91; 7. U.S. Department of Labor, Equal Employment Opportunity E.O. 11246; 8. Tex. Labor Code Chapter 21; 9. Food Stamp Act of 1977 (7 USC §§ 2011 et seq.); 10. Executive Order 13279, 45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 11. Drug Abuse Office and Treatment Act of 1972, 21 USC §§ 1 101 et seq., relating to drug abuse; 12. Public Health Service Act of 1912, §§ 523 and 527, 42 USC § 290dd-2, and 42 CFR pt. 2, relating to confidentiality of alcohol and drug abuse patient records; 13. Title VIII of the Civil Rights Act of 1968, 42 USC §§ 3601 et seq., relating to nondiscrimination in housing; and 14. DSHS Policy AA -5018, Non-discrimination Policy for DSHS Programs; b. Immigration Reform and Control Act of 1986, 8 USC § 1324a, and Immigration Act of 1990, 8 USC 1101 et seq., as amended by Public LawI 13-4 (March 7, 2013), regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c. Pro -Children Act of 1994, 20 USC §§ 608I-6084, and the Pro -Children Act of 2001, 20 USC § 7183, regarding the non-use of all tobacco products; d. National Research Service Award Act of 1971, 42 USC §§ 289a-1 et seq., and 6601 (P.L. 93-348 and P.L. 103-43), regarding human subjects involved in research; e. Hatch Political Activity Act, 5 USC §§ 1501-1508 and 7324-26, which limits the political activity of employees whose employment is funded with federal funds, f. Fair Labor Standards Act, 29 USC §§ 201 et seq., and the Intergovernmental Personnel Act of 1970, 42 USC §§ 4701 et seq., as applicable, concerning minimum wage and maximum hours; g. Texas Government Code Chapter 469 pertaining to eliminating architectural barriers for persons with disabilities; h. Texas Workers' Compensation Act, Texas Labor Code Chapters 401-406, and 28 Texas Administrative Code (TAC) pt. 2, regarding compensation for employees' injuries; i. The Clinical Laboratory Improvement Amendments of 1988, 42 USC § 263a, regarding the regulation and certification of clinical laboratories; j. The Occupational Safety and Health Administration Regulations on Blood Borne Pathogens, 29 CFR § 1910.1030, or Title 25 Tex. Admin Code Chapter 96 regarding safety standards for handling blood borne pathogens; k. Laboratory Animal Welfare Act of 1966, 7 USC §§ 2131 et seq., pertaining to the treatment of laboratory animals; I. Environmental standards pursuant to the following: 1. Institution of environmental quality control measures under the National Environmental Policy Act of 1969, 42 USC §§ 43214347 and Executive Order 11514 (35 Fed. Reg. 4247), "Protection and Enhancement of Environmental Quality;" N 02 01 2016 Page l DocuSign Envelope ID 45EF4A79-A069.4CAB-86F3-4648C675CEB1B1 j ACHMENT F DSHS NON-EXCLUSIVE LIST OF APPLICABLE LAWS 2. Notification of violating facilities pursuant to Executive Order 11738 (40 CFR Part 32), "Providing for Administration of the Clean Air Act and the Federal Water Pollution Control Act with respect to Federal Contracts, Grants, or Loans;" 3. Protection of wetlands pursuant to Executive Order 11990, 42 Fed. Reg. 26961; 4. Evaluation of flood hazards in floodplains in accordance with Executive Order 11988, 42 Fed. Reg. 26951 and, if applicable, flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234); 5. Assurance of project consistency with the approved State Management program developed under the Coastal Zone Management Act of 1972, I6 USC §§ 1451 et seq.; 6. Federal Water Pollution Control Act, 33 USC §§ 1251 et seq.; 7. Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, 42 USC §§ 300f -300j; 8. Protection of endangered species under the Endangered Species Act of 1973, 16 USC §§ 1531 et seq.; 9. Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955, 42 USC §§ 7401 et seq.; 10. Wild and Scenic Rivers Act of 1968, 16 USC §§ 1271 et seq., related to protecting certain river systems; and m. Lead -Based Paint Poisoning Prevention Act, 42 USC §§ 4821 et seq., prohibiting the use of lead-based paint in residential construction or rehabilitation; n. Intergovernmental Personnel Act of 1970, 42 USC §§ 4278-4763, regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration, 5 CFR Part 1200 et seq; o. Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of, 42 USC §§4601 et seq (PL 91-646), relating to fair treatment of persons displaced or whose property is acquired as a result of Federal or federally -assisted programs; p. Davis -Bacon Act, 40 USC §§ 3141-3148; q. Copeland Act, 40 USC §§ 276c and 18 USC § 874; r. Contract Work Hours and Safety Standards Act, 40 USC § 3702 et seq., regarding labor standards for federally -assisted construction subagreements; s. National Historic Preservation Act of 1966, § 106, 16 USC § 470; Executive Order 11593; and the Archaeological and Historic Preservation Act of 1974 (16 USC §§ 469a-1 et seq.) regarding historic property to the extent necessary to assist DSHS in complying with the Acts; t. Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104); u. Executive Order 13513 (Oct. I, 2009), Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, if required by a federal funding source of this Contract; v. Whistleblower Protection Enhancement Act (5 U.S.C. 2302(b)(8)) and Texas Whistleblower Act (Tex. Gov. Code Chapter 554); and w. Requirements of any other applicable state and federal statutes, executive orders, regulations, rules and policies. v. 02.01.2016 P,.kr Certificate Of Completion Envelope Id • 45EF4A79A0694CAB86F34648C675CEBB Subject: $61,645.00 DSHS Contract No 537-18-0032-00001 CORPUS CHRISTI TB STATE REVISED Source Envelope. Document Pages: 66 Signatures. 0 Supplemental Document Pages 0 in,tials 0 Certificate Pages. 3 AutoNav Enabled Payments' 0 EnvelopeId StampingEnabled Time Zone: (UTC -0600) Central Time (US 8 Canada) Record Tracking Status Original 5;1912017 1 9:02 AM Signer Events Sheila Slaughter sheila.slaughter@hhsc state Ix us Contract Specialist 111 Texas Health and Human Services Commission Security Levet: Email, Account Authentication None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Joe James joe fames@hhsc.state tx_us Texas Health and Human Services Commission Security Level Email Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSgn Patty Melchior Patty. Melchor@dshs,state.tx.us Resource Director Department State Health Services Security Level Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Annette Rodriguez annetter@cctexas corn Health Director Secunty Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Bernie Rodriguez bemie rodnguez@hhsc-state tx:us Security Level Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Holder- Rosalyn Lazare-Payne rosalyniazare-payne@hhsc.state Ix us Signature Completed Using IP Address. 167.137.1.14 Completed Us;ng IP Address 167.137 1 16 Completed Using IP Address 160.42 85.9 Docu5„: Gsicueio Status: Sent Envelope Originator: Rosalyn Lazare-Payne 1860 Michael Faraday Dr Reston, VA 20190 rosalyn lazare-payne@hhsc.state.tx.us IP Address 167.137.1 13 Location DocuSign Timestamp Sent. 519/2017 1 10:21 AM Viewed. 51252017 1 2 03 PM Signed: 5125/2017 1 2:05 PM Sent. 5.+2512017 1 2°05 PM Viewed: 5/2612017 13.51 PM Signed: 5/26/2017 1 3:52 PM Sent 5/2612017 1 3 52 PM Viewed 5/26/2017 J 5.04 PM Signed 5126/2017 1 5:04 PM Sent. 5/26/2017 15:04 PM Resent. 6/14120171 2:01 PM Signer Events Janna Zumbrun Janna.Zumbrun@dshs.sta te.tx.us Security Level. Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Lillie Powell Tillie powell@dshs.state tx.us Contract Manager Texas Health and Human Services Commission Security Level. Email, Account Authentication (None} Electronic Record and Signature Disclosure: Not Offered via DucuSign Justin Davis justin davis@dshs state tx.us Department of State Health Services Security Level Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Amy Greene amy.greene@hhse.state tx.us Contract Specialist V Texas Health and Human Services Commission Security Level. Email, Account Aulhenticaton (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Susan Garcia susana garcia@dshs.stale.tx us Unit Director Texas Health and Human Services Commission Security LevelEmail, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign William Uhlarik williamu2@cctexas corn Assistant Director of Public Health Corpus Christi-Nueces County P.H.D. Security Level. Email, Account Authentication (None) Electronic Record and Signature Disclosure: Signature Timestamp Signature Status Status Status Status Status COPIED COPIED COPIED COPIED COPIED Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent 5/1912017 10 21 AM Viewed 5/1912017 10 39 AM Sent 5/19/2017 1 10 21 AM Sent. 5/19/2017 1 10 21 AM Sent: 5/26/2017 1 3.52 PM Sent 5/26/2017 l 504 PM Viewed 5/26/2017 15.26 PM Carbon Copy Events Status Timestamp Not Offered via DocuSign DSHS CMU Inbox CMUContracts@dshs.texas.gov Security Level Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Payment Events Status Hashed/Encrypted Timestamps 6/1412017 1 2.01 PM Status Timestamps AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of August 22, 2017 Second Reading Ordinance for the City Council Meeting of August 29, 2017 DATE: August 7, 2017 TO: Margie C. Rose, MPH, City Manager THRU: Annette Rodriguez, Director of Public Health Annetter@cctexas.com 361.826.7205 FROM: William Milan Uhlarik, M.B.A., A.R.M., Assistant Director of Public Health Williamu2@cctexas.com 361.826.1348 Acceptance of the Infectious Disease Control Unit/FLU-LAB grant in the amount of $10,000, and appropriation of the funds for the contract period September 1, 2017 through August 31, 2019. CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Laboratory Response Network Influenza Surveillance and Epidemiology Activities (LRN/FLU-LAB) grant in the amount of $10,000.00 from the Texas Department of State Health Services in the No. 1066 Health Grants Fund to provide flu testing for the contract period September 1, 2017, through August 31, 2019. PURPOSE: To provide funding for the Health District to identify and recruit submitters of clinical specimens through discussions and mutual agreement with local health and medical providers and facilities in the Health Department's service area of Corpus Christi and Nueces County. BACKGROUND AND FINDINGS: Acceptance of this grant will require the Health District to perform the following activities in the assigned service area of the grant contract: A. Identify and recruit submitters of clinical specimens through discussions and a mutual agreement with local health departments in the Grantee's service area. Grantee may contact Emerging and Acute Infectious Disease Branch (EAIDB) at flutexas@dshs.state.tx.us for guidance on appropriate submitters; B. Receive clinical specimens Monday through Friday from designated submitters within the Grantee's service area; C. Test up to two hundred (200) clinical specimens meeting the Clinical Laboratory Improvement Act (CLIA'88) specifications from September 1, 2017 to August 31, 2018; D. Test up to two hundred (200) clinical specimens meeting the Clinical Laboratory Improvement Act (CLIA'88) specifications from September 1, 2018 to August 31, 2019; E. Perform on each specimen, the Centers for Disease Control and Prevention (CDC) Real Time (RT) Polymerase Chain Reaction Method (PCR) for typing of influenza viruses; F. Retain positive influenza specimens through the end of the Contract term; G. When directed by the Viral Isolation Team Lead and Medical Virology Group Manager within the Department of State Health Services (DSHS) Laboratory Services Section, appropriately submit the requested number of positive specimens to the Laboratory Services Section, Texas Department of State Health Services, Austin, Texas or to another public health laboratory designated by DSHS. These specimens are not intended to be diagnostic and are submitted as part of a public health surveillance program; H. Comply with DSHS EAI DB program established influenza surveillance protocol; I. Comply with Health and Safety Code Chapter §81.046 located at http://www.statutes.legis.state.tx.us/Docs/HS/htm/HS.81.htm. J. DSHS shall ensure Grantee receives a copy of the current influenza surveillance protocol, no later than the week ending October 7, 2017 (Morbidity and Mortality Weekly Report (MMWR) week 40). K. DSHS shall ensure Grantee receives a copy of the current influenza surveillance protocol, no later than the week ending October 6, 2018 (Morbidity and Mortality Weekly Report (MMWR) week 40) for the 2nd year of the contract from September 1, 2018 to August 31, 2019. L. Ensure that at least one (1) healthcare provider, clinic, or hospital submits influenza surveillance specimens to the Grantee. Grantee to notify DSHS when a submitter is not submitting specimens routinely; M. Provide and submit a list of providers or facilities that routinely submit specimens to the Grantee on or before December 1, 2017, by electronic mail to IDBcontracts@dshs.state.tx.us and flutexas@dshs.state.tx.us; N. Provide and submit a list of providers or facilities that routinely submit specimens to the Grantee on or before November 30, 2018, by electronic mail to EAIDBcontracts@dshs.state.tx.us and flutexas@dshs.state.tx.us for the 2nd year of the contract from September 1, 2018 to August 31, 2019; O. Perform testing weekly unless no samples were received that week; P. When requested, send samples of all specimens testing positive for influenza to the Laboratory Services Section, Texas Department of State Health Services, Austin, Texas, or another public health laboratory designated by DSHS within ten (10) business days of request. These specimens are not intended to be diagnostic and are submitted as part of a public health surveillance program; Q. Provide and submit written weekly reports on the RT -PCR influenza testing results from the previous week, in the format provided by DSHS, each Monday, or if a holiday, the next business day beginning September 4, 2017 and continuing through the end of the Contract term. Reports should be sent by electronic mail to EAIDBcontracts@dshs.state.tx.us and flutexas@dshs.state.tx.us. All reports should be titled with the Contractor Name, Contract Number, IDCU/FLU LAB, and the week of the report.; R. Compliant reporting is required prior to DSHS approval for payment. a) Compliant Grantees submit weekly RT -PCR influenza testing result reports according to the format specified by DSHS; and b) Non-compliant Grantees submit less than 90% of the weekly RT -PCR influenza testing reports according to the format specified by DSHS. S. Read the DSHS Contractor Financial Procedures Manual (CFPM) and work with DSHS staff regarding the management of funds received under this Contract. http://www.dshs.state.tx.us/contracts/cfpm.shtm; T. Submit all amendment and revision requests in writing to the Division Contract Management Unit at least ninety (90) days prior to the end of the term of this Contract; and U. Be subject to the following restrictions: without prior approval, Grantee may transfer money between budget categories and must provide the System Agency Contract Manager with prior notification of this transfer. No budget category transfer or cumulative transfers may exceed 25% of the total contract value or $100,000, whichever is less. If the budget transfer(s) exceeds $100,000, alone, or cumulatively, prior written approval from the System Agency is required. If the budget transfer(s) exceeds 25% of the total contract value, alone or cumulatively, a formal contract amendment is required. ALTERNATIVES: Refuse the grant and not provide the services required under the grant. OTHER CONSIDERATIONS: None 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 $10,000 $10,000 BALANCE $10,000 $10,000 Fund(s): Grant Comments: The grant does not require a cash or in-kind match by the City. RECOMMENDATION: Staff recommends approval of this agenda item. CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds. EMERGENCY / NON -EMERGENCY: Non -Emergency. DEPARTMENTAL CLEARANCES: Corpus Christi-Nueces County Public Health District Legal Department Finance - Federal Grants and Office of Management and Budget. LIST OF SUPPORTING DOCUMENTS: Contract No. 537-18-0101-00001 Ordinance Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Laboratory Response Network Influenza Surveillance and Epidemiology Activities (LRN/FLU-LAB) grant in the amount of $10,000.00 from the Texas Department of State Health Services in the No. 1066 Health Grants Fund to provide flu testing for the contract period September 1, 2017, through August 31, 2019. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: The City Manager or designee is authorized to execute all documents necessary to accept and appropriate a total grant amount of $10,000.00 from the Texas Department of State Health Services in the No. 1066 Health Grants Fund, for the contract period of September 1, 2017 through August 31, 2019, to provide flu testing. Section 2: The City Manager or designee is authorized to execute any future amendments to the grant contract which extend the contract period or increase or decrease the amount of the grant. Section 3: A copy of the executed grants shall be filed in the office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor DocuSign Envelope ID B6AACEF6-8426-4C1F-B6A6-57067ADDD72A SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. 537-18-0101-00001 UNDER THE LABORATORY RESPONSE NETWORK (LRN) LABORATORY INFLUENZA SURVEILLANCE AND EPIDEMIOLOGY ACTIVITIES GRANT PROGRAM I. PURPOSE The Department of State Health Services ("System Agency"), and Corpus Christi-Nueces County Public Health District (City) ("Grantee") (each a "Party" and collectively the "Parties") enter into the following grant contract to provide funding for LRN Influenza Surveillance and Epidemiology Activities (the "Contract"). II. LEGAL AUTHORITY This Contract is authorized by and in compliance with the provisions of Texas Government Code Chapter 791, and Chapters 12, 121, and 1001 of the Texas Health and Safety Code. III. DURATION The Contract is effective on September 1, 2017 and terminates on August 31, 2019, unless renewed or terminated pursuant to the terms and conditions of the Contract. The System Agency, at its own discretion, may extend this Contract subject to terms and conditions mutually agreeable to both Parties. IV. BUDGET The total amount of this Contract will not exceed TEN THOUSAND DOLLARS ($10,000.00). All expenditures under the Contract will be in accordance with ATTACHMENT B, BUDGET. Grantee is allocated FIVE THOUSAND DOLLARS (55,000.00) from September 1, 2017 to August 31, 2018; and Grantee is allocated FIVE THOUSAND DOLLARS (55,000.00) from September 1, 2018 to August 31, 2019. Expenditures may not exceed the above allocated amounts within the specified timeframes. V. CONTRACT REPRESENTATIVES The following will act as the Representative authorized to administer activities under this System Agency Contract No. 437-18-010I-00001 Page 1 v.11.15.2016 DocuSign Envelope ID. B6AACEF6-B426-4C1F-B6A6-57067ADDD72A Contract on behalf of their respective Party. System Agency Department of State Health Services Attention: Sandy Clark 1100 West 49'h Street Austin, TX 78756-4204 (512) 776-2264 sandy.clark(a dshs.state_tx_us Grantee Corpus Christi-Nueces County Public Health District (City) Attention: Angela FIores-Ledesma 1702 Home Road Corpus Christi, TX 78416 (361) 826-7218 angelafiicctexas_com VI. LEGAL NOTICES Any legal notice required under this Contract shall be deemed delivered when deposited by the System Agency either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required, to the appropriate address below: System Agency Department of State Health Services Attention: Lisa Hernandez 1100 W. 49th Street, MC 1911 Austin, TX 78756 Grantee Corpus Christi-Nueces County Public Health District (City) Attention: William M. Uhlarik 1702 Home Road Corpus Christi, TX 78416 Notice given by Grantee will be deemed effective when received by the System Agency Either Party may change its address for notice by written notice to the other Party. SIGNATURE PAGE FOLLOWS System Agency Contract No. 537-18-0101-00001 Page 2 v. 11.15.2016 DocuSign Envelope ID. 136AACEF6-B426-4C1F-B6A6.57067ADDD72A SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT NO. 537-18-0101-00001 DEPARTMENT OF STATE HEALTH SERVICES GRANTEE Janna Zumbrun, M.S.S.W. Name; Associate Commissioner of Disease Control Title: And Prevention Date of execution: Date of execution: THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No. 537-18-0101- 00001 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A - ATTACHMENT B - ATTACHMENT C - ATTACHMENT D - ..11.15.2016 STATEMENT OF WORK BUDGET UNIFORM TERMS AND CONDITIONS SPECIAL AND SUPPLEMENTAL CONDITIONS proved as to torm: Asslit City Ai or For 1 - Attorney System Agency Contract No. 537-18-0101-00001 Pngc 3 Docusign Envelope ID: B6AACEF6-B426-4C1F-86A6-57067ADDD72A ATTACHMENT A STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES Grantee will: A. Identify and recruit submitters of clinical specimens through discussions and a mutual agreement with local health departments in the Grantee's service area. Grantee may contact Emerging and Acute Infectious Disease Branch (EAIDB) at flutexasndshs.state.tx.us for guidance on appropriate submitters; B. Receive clinical specimens Monday through Friday from designated submitters within the Grantee's service area; C. Test up to two hundred (200) clinical specimens meeting the Clinical Laboratory Improvement Act (CLIA'88) specifications from September 1, 2017 to August 31, 2018; D. Test up to two hundred (200) clinical specimens meeting the Clinical Laboratory Improvement Act (CLIA'88) specifications from September 1, 2018 to August 3I, 2019; E. Perform on each specimen, the Centers for Disease Control and Prevention (CDC) Real Time (RT) Polymerase Chain Reaction Method (PCR) for typing of influenza viruses; F. Retain positive influenza specimens through the end of the Contract term; G. When directed by the Viral Isolation Team Lead and Medical Virology Group Manager within the Department of State Health Services (DSHS) Laboratory Services Section, appropriately submit the requested number of positive specimens to the Laboratory Services Section, Texas Department of State Health Services, Austin, Texas or to another public health laboratory designated by DSHS. These specimens are not intended to be diagnostic and are submitted as part of a public health surveillance program; H. Comply with DSHS EAIDB program established influenza surveillance protocol; I_ Comply with Health and Safety Code Chapter §81.046 located at http://www.statutes.legis.slate.tx.us/Docs/HS/htm/HS.81.htm. 1. DSHS shall ensure Grantee receives a copy of the current influenza surveillance protocol, no later than the week ending October 7, 2017 (Morbidity and Mortality Weekly Report (MMWR) week 40). K. DSHS shall ensure Grantee receives a copy of the current influenza surveillance protocol, no later than the week ending October 6, 2018 (Morbidity and Mortality Weekly Report (MMWR) week 40) for the 2' year of the contract from September 1, System Agency Contract No. 537-18-0101-00001 v. 11.15.2016 Page 1 Docuslgn Envelope ID: B6AACEF6.13426-4C1F-B6A6-57067ADDD72A ATTACHMENT A STATEMENT OF WORK 2018 to August 31, 2019, L. Ensure that at least one (1) healthcare provider, clinic, or hospital submits influenza surveillance specimens to the Grantee, Grantee to notify DSHS when a submitter is not submitting specimens routinely; M. Provide and submit a list of providers or facilities that routinely submit specimens to the Grantee on or before December 1, 2017, by electronic mail to EAIDBcontractsl dshs.state.tx.us and flutexas@dshs.state.tx.us; N. Provide and submit a list of providers or facilities that routinely submit specimens to the Grantee on or before November 30, 2018, by electronic mail to EAIDBcontracts@dshs.state.tx.us and flutexasOdshs.state.tx.us for the 2"`I year of the contract from September 1, 2018 to August 31, 2019, 0. Perform testing weekly unless no samples were received that week; P. When requested, send samples of all specimens testing positive for influenza to the Laboratory Services Section, Texas Department of State Health Services, Austin, Texas or another public health laboratory designated by DSHS within ten (10) business days of request. These specimens are not intended to be diagnostic and are submitted as part of a public health surveillance program; Q. Provide and submit written weekly reports on the RT -PCR influenza testing results from the previous week, in the format provided by DSHS, each Monday, or if a holiday, the next business day beginning September 4, 2017 and continuing through the end of the Contract term. Reports should be sent by electronic mail to EAIDBcontractsndshs.state.tx.us and flutexasedshs.state.tx.us. All reports should be titled with the Contractor Name, Contract Number, IDCU/FLU LAB and the week of the report., R. Compliant reporting is required prior to DSHS approval for payment. a. Compliant Grantees submit weekly RT -PCR influenza testing result reports according to the format specified by DSHS; and b. Non-compliant Grantees submit less than 900o of the weekly RT -PCR influenza testing reports according to the format specified by DSHS. S. Read the DSHS Contractor Financial Procedures Manual (CFPM) and work with DSHS staff regarding the management of funds received under this Contract. http://www.dshs.state.tx.us/contracts/cfom.shtm; T. Submit all amendment and revision requests in writing to the Division Contract Management Unit at least ninety (90) days prior to the end of the term of this Contract; and System Agency Contract No. 537-18-0101-00001 v. 11 152016 Page 2 DocuSign Envelope ID B6AACEF6-8426-4C1F-B6A6-57067ADDD72A ATTACHMENT A STATEMENT OF WORK U. Be subject to the following restrictions: without prior approval, Grantee may transfer money between budget categories and must provide the System Agency Contract Manager with prior notification ofthis transfer. No budget category transfer or cumulative transfers may exceed 25% of the total contract value or $100,000, whichever is less. If the budget transfer(s) exceeds $100,000, alone or cumulatively, prior written approval from the System Agency is required. If the budget transfer(s) exceeds 25° o of the total contract value, alone or cumulatively, a formal contract amendment is required. H. PERFORMANCE MEASURES The System Agency will monitor the Grantee's performance of the requirements in Attachment A and compliance with the Contract's terms and conditions. III.INVOICE AND PAYMENT A. Grantee will request payments using the State of Texas Purchase Voucher (Form B-13) at http://www.Svstem Agencv.state.tx.us/tyrants /forms/bl3form.doc. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the address/number below. Department of State Health Services Claims Processing Unit, MC 1940 1100 West 49`h Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512) 458-7442 EMAIL: invoices(.dshs.state.tx.us B. Grantee will be paid on a cost reimbursement basis and in accordance with the Budget in Attachment B of this Contract. System Agency Contract No. 537-18-0101-00001 v 11 15.2016 Page 3 DocuSign Envelope ID: B6AACEF6-B426-4CIF-B6A6-57067ADDD72A Attachment B Contract No. 537-18-0101-00001 Categorical Budget: PERSONNEL $0.00 FRINGE BENEFITS $0.00 TRAVEL $0.00 EQUIPMENT $0.00 SUPPLIES $10,000.00 CONTRACTUAL $0.00 OTHER $0.00 TOTAL DIRECT CHARGES $10,000.00 INDIRECT CHARGES $0.00 TOTAL $10,000.00 DSHS SHARE $10,000.00 CONTRACTOR SHARE $0.00 OTHER MATCH $0.00 DocuSign Envelope ID B6AACEF6-B426-4C1F-B6A6-57067ADDD72A HHSC Uniform Terms and Conditions Version 2.14 Published and EffectiveMarch 1, 2017 Responsible Office: Chief Counsel TEXAS Health and Human Services Health and Human Services Commission HHSC Uniform Terms and Conditions - Grant Version 2.14 DocuSign Envelope ID 86AACEF6-B426-4C1F-B6A6-57067ADDD72A TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS ,,..,,,,..,. 4 1,01 Definitions .............�,.......... ....4 1.02 Interpretive Provisions 5 ARTICLE II Payment Methods and Restrictions 6 2,01 Payment Methods..6 2,02 Final Billing Submission.,.6 2,03 Financial Status Reports (FSRs) .......................................................... ..................4.,7 2.04 Debt to State and Corporate Status 7 2.05 Application of Payment Due 7 2.06 Use of Funds 7 7_07 Use for Match Prohibited..............a.-.-,-...................,.................,.... ....t.... .... -- 7 2,08 Program income 7 2.09 Nonsupplanting 8 ARTICLE 111. STATE AND FEDERAL FUNDI11C8 3.01 Funding 8 3,02 No debt Against the State 8 3.03 Debi to State ,. 8 3.04 Recapture °I -Funds 8 AR'TIC'LE IV Allowable Costs and Audit Requirements . .. 9 4.01 Allowable Costs. 9 4.02 Independent Single or Program -Specific Audit.. -m.....,.,...... ...........m........., 10 4.03 Submission of Audit 10 Article V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 10 5.01 General Affirmations 10 5.02 Federal :Asu Fames 10 -03 Federal Certifications 10 ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY ,,,, 11 6-01 Ownership .11 6.02 Intellectual Property 11 ARTICLE VII RECORDS, AUDIT, AND DISCLOSURE 11 7.01 Books and Records......---- 11 7.02 Access to records, books, and documents 1 l Grantee Uniform Terms and conditi°IL; 13a2e 2 1)t' 19 v. 3 -Jell DocuSign Envelope ID. B6AACEF6-B426-4C1F-B6A6-57067ADDD72A 7.03 ResponseJcompbane with audit or inspection findings ........................ 12 7.04 SAO Audit.... 12 7-05 Con Confidentiality 12 7.06 Public information Act 12 ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 12. 8.01 Contract Management 12 8.02 Termination for Convenience 13 8,03 Termination for Cause 13 8.04 Equitable Sestienient 13 ARTICLE IX MISCELLANEOUS PROk'1SI+ONS 13 9,01 Amendmect. 13 9.02 Insurance 13 9.03 Legal Obligations 14 9-04 Permitting and Licensure 14 9.05 Indemnity ...... 14 9.06 Assignments 15 9,07 Relationship of the Parties ...................... 15 9.08 Technical Guidance Leiters 15 9,09 Governing Law and Venue 16 9.11 Survivability ............. ,........,,,16 9.12 Force Majeure 16 9.13 No Waiver of Provisions 16 9.14 Publicity 16 9.15 Prohibition on Tion -compete Restrictions.,. 17 9.16 No Waiver of Sovereign Immunity .> 17 9.17 Entire Contract and Mod iheat ion 17 9.18 Counterparts ...........................17 9,19 Proper Authority 17 9.20 Employment Verification 17 9,21 Civil Rights17 Grantee Unifonn Terms and Conditions Page 3 of 19 v. 1.1-17 DocuSign Envelope ID: B6AACEF6-B426-4C1F-B6A6-57467ADDD72A ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 1.01 Definitions As used in this Contract, unless the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below: "Amendment" means a written agreement, signed by the parties hereto, which documents changes to the Contract other than those permitted by Work Orders or Technical Guidance Letters, as herein defined. "Attachment" means documents, terms, conditions, or additional information physically added to this Contract following the Signature Document or included by reference, as if physically, within the body of this Contract. "Contract" means the Signature Document, these Uniform Terms and Conditions, along with any Attachments, and any Amendments, or Technical Guidance Letters that may be issued by the System Agency, to be incorporated by reference herein for all purposes if issued. "Deliverable" means the work product(s) required to be submitted to the System Agency including all reports and project documentation. "Effective Date" means the date agreed to by the Parties as the date on which the Contract takes effect. "System Agency" means HHSC or any of the agencies of the State of Texas that are overseen by HHSC under authority granted under State law and the officers, employees, and designees of those agencies. These agencies include: the Department of Aging and Disability Services, the Department of Family and Protective Services, and the Department of State Health Services. "Federal Fiscal Year" means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP" means Generally Accepted Accounting Principles. "GASB" means the Governmental Accounting Standards Board. "Grantee" means the Party receiving funds under this Contract, if any. May also be referred to as "Contractor" in certain attachments. "Health and Human Services Commission" or "HHSC" means the administrative agency established under Chapter 531, Texas Government Code or its designee. "HUB" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas Government Code. "Intellectual Property" means inventions and business processes, whether or not patentable; works of authorship; trade secrets; trademarks; service marks; industrial designs; and creations Grantee Uniform Terms and Conditions Page 4 of 19 3117 DocoSign Envelope ID B6AACEF6-13426.4C1F-B6A6-57067ADDD72A that are subject to potential legal protection incorporated in any Deliverable and first created or developed by Grantee, Grantee's contractor or a subcontractor in performing the Project. "Mentor Protege" means the Comptroller of Public Accounts' leadership program found at: http: / 'www. window. state. tx. us i procurementlprog/hub:'mentorprotege,'. "Parties" means the System Agency and Grantee, collectively. "Party" means either the System Agency or Grantee, individually_ "Program" means the statutorily authorized activities of the System Agency under which this Contract has been awarded. "Project" means specific activities of the Grantee that are supported by funds provided under this Contract. "Public Information Act" or "PIA" means Chapter 552 of the Texas Government Code. "Statement of Work" means the description of activities performed in completing the Project, as specified in the Contract and as may be amended. "Signature Document" means the document executed by both Parties that specifically sets forth all of the documents that constitute the Contract. "Solicitation or "RFA"" means the document issued by the System Agency under which applications for Program funds were requested, which is incorporated herein by reference for all purposes in its entirety, including all Amendments and Attachments. "Solicitation Response" or "Application" means Grantee's full and complete response to the Solicitation, which is incorporated herein by reference for all purposes in its entirety, including any Attachments and addenda. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas Textravel" means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any. "Technical Guidance Letter" or "TGL" means an instruction, clarification, or interpretation of the requirements of the Contract, issued by the System Agency to the Grantee. L02 Interpretive Provisions a. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. b. The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a whole and not to any particular provision, section, Attachment, or schedule of this Contract unless otherwise specified. c. The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Contract, (i) references to contracts (including this Contract) and other contractual instruments shall be deemed to include all subsequent Grantee Uniform Terms and Conditions Page 5 of 19 k 3 1.17 DocuSign Envelope ID. B6AACEF6-8426-4C1F-B6A6-57067ADDD72A Amendments and other modifications thereto, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Contract, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. d. Any references to "sections," "appendices," or "attachments" are references to sections, appendices, or attachments of the Contract. e. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Contract are references to these documents as amended, modified, or supplemented from time to time during the term of the Contract. f. The captions and headings of this Contract are for convenience of reference only and do not affect the interpretation of this Contract. g. All Attachments within this Contract, including those incorporated by reference, and any Amendments are considered part of the terms of this Contract. h. This Contract may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative and each will be performed in accordance with its terms. i. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver will be deemed modified by the phrase "in its sole discretion." j. Time is of the essence in this Contract. ARTICLE II PAYMENT METHODS AND RESTRICTIONS 2.01 Payment Methods Except as otherwise provided by the provisions of the Contract, the payment method will be one or more of the following: a. cost reimbursement. This payment method is based on an approved budget and submission of a request for reimbursement of expenses Grantee has incurred at the time of the request; b. unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s) or fee(s) for delivery of a specified unit(s) of service and acceptable submission of all required documentation, forms and/or reports; or c. advance payment. This payment method is based on disbursal of the minimum necessary funds to carry out the Program or Project where the Grantee has implemented appropriate safeguards. This payment method will only be utilized in accordance with governing law and at the sole discretion of the System Agency. Grantees shall bill the System Agency in accordance with the Contract. Unless otherwise specified in the Contract, Grantee shall submit requests for reimbursement or payment monthly by the last business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to the System Agency upon request. 2.02 Final Billing Submission Unless otherwise provided by the System Agency, Grantee shall submit a reimbursement or payment request as a final close-out invoice not later than forty-five (45) calendar days following Grantee Uniform Terms and Conditions Page 6 of 19 3117 DocuSign Envelope ID B6AACEF6-8426-4C1F-B6A6-57067ADDD72A the end of the term of the Contract. Reimbursement or payment requests received in the System Agency's offices more than forty-five (45) calendar days following the termination of the Contract may not be paid. 2.03 Financial Status Reports (FSRs) Except as otherwise provided in these General Provisions or in the terms of any Program Attachment(s) that is incorporated into the Contract, for contracts with categorical budgets, Grantee shall submit quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the Program Attachment term for System Agency review and financial assessment. Grantee shall submit the final FSR no later than forty-five (45) calendar days following the end of the applicable term. 2.04 Debt to State and Corporate Status Pursuant to Tex. Gov. Code § 403.055, the Department will not approve and the State Comptroller will not issue payment to Grantee if Grantee is indebted to the State for any reason, including a tax delinquency. Grantee, if a corporation, certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law (Tex. Tax Code §§ 171.001 et seq.). If tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Grantee's delinquent tax is paid in full. 2.05 Application of Payment Due Grantee agrees that any payments due under this Contract will be applied towards any debt of Grantee, including but not limited to delinquent taxes and child support that is owed to the State of Texas. 2.06 Use of Funds Grantee shall expend funds provided under this Contract only for the provision of approved services and for reasonable and allowable expenses directly related to those services. 2.07 Use for Match Prohibited Grantee shall not use funds provided under this Contract for matching purposes in securing other funding without the written approval of the System Agency. 2.08 Program Income Income directly generated from funds provided under this Contract or earned only as a result of such funds is Program Income. Unless otherwise required under the Program, Grantee shall use the addition alternative, as provided in UGMS § _.25(g)(2), for the use of Project income to further the Program, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report this income in accordance with the Contract, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Contract term and may not carry Program Income forward to any succeeding term. Grantee shall refund program income to the System Agency if the Program Income is not expended in the term in which it is earned. The System Agency may base future funding levels, in part, upon Grantee's proficiency in identifying, billing, collecting, and reporting Program Income, and in using it for the purposes and under the conditions specified in this Contract. Grantee 1'niform Terms and Conditions Page 7 of 19 1. 3l l7 DocuSign Envelope ID: B6AACEF6-8426-4C1F-B6A6-57067ADDD72A 2.09 Nonsupplanting Grantee shall not use funds from this Contract to replace or substitute for existing funding from other but shall use funds from this Contract to supplement existing state or local funds currently available_ Grantee shall make a good faith effort to maintain its current level of support. Grantee may be required to submit documentation substantiating that a reduction in state or local funding, if any. resulted for reasons other than receipt or expected receipt of funding under this Contract. ARTICLE I1I. STATE AND FEDERAL FUNDING 3.01 Funding This Contract is contingent upon the availability of sufficient and adequate funds. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or agencies, amendment of the Texas General Appropriations Act, agency consolidation, or any other disruptions of current funding for this Contract, the System Agency may restrict, reduce, or terminate funding under this Contract. This Contract is also subject to immediate cancellation or termination. without penalty to the System Agency, if sufficient and adequate funds are not available. Grantee will have no right of action against the System Agency if the System Agency cannot perform its obligations under this Contract as a result of lack of funding for any activities or functions contained within the scope of this Contract. In the event of cancellation or termination under this Section. the System Agency will not be required to give notice and will not be liable for any damages or losses caused or associated with such termination or cancellation. 3.02 No debt Against the State The Contract will not be construed as creating any debt by or on behalf of the State of Texas. 3.03 Debt to State If a payment law prohibits the Texas Comptroller of Public Accounts from making a payment, the Grantee acknowledges the System Agency's payments under the Contract will be applied toward eliminating the debt or delinquency. This requirement specifically applies to any debt or delinquency, regardless of when it arises. 3.04 Recapture of Funds The System Agency may withhold all or part of any payments to Grantee to offset overpayments made to the Grantee. Overpayments as used in this Section include payments (i) made by the System Agency that exceed the maximum allowable rates; (ii) that are not allowed under applicable laws, rules, or regulations; or (iii) that are otherwise inconsistent with this Contract, including any unapproved expenditures. Grantee understands and agrees that it will be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Contract. Grantee further understands and agrees that reimbursement of such disallowed costs will be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Contract. Grantee Uniform Terms and Conditions Page 8 of 19 s-3.1.17 DocuSign Envelope ID• B6AACEF6-B426.4C1F-B6A6-57067ADDD72A ARTICLE IV ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.01 AIlowable Costs. System Agency will reimburse the allowable costs incurred in performing the Project that are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. The System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. If the System Agency has paid funds to Grantee for unallowable or ineligible costs, the System Agency will notify Grantee in writing, and Grantee shall return the funds to the System Agency within thirty (30) calendar days of the date of this written notice. The System Agency may withhold all or part of any payments to Grantee to offset reimbursement for any unallowable or ineligible expenditure that Grantee has not refunded to the System Agency, or if financial status report(s) required under the Financial Status Reports section are not submitted by the due date(s). The System Agency may take repayment (recoup) from funds available under this Contract in amounts necessary to fulfill Grantee's repayment obligations. Applicable cost principles, audit requirements, and administrative requirements include - Applicable Entity Applicable Cost Principles Audit Requirements Administrative Requirements State, Local and Tribal Governments 2 CFR. Part 225 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Educational Institutions 2 CFR, Part 220 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Non -Profit Organizations 2 CFR, Part 230 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS For-profit Organization other than a hospital and an organization named in OMB Circular A-122 (2 CFR Part, 230) as not subject to that circular. 48 CFR Part 31, Contract Cost Principles Procedures, or uniform cost accounting standards that comply with cost principles acceptable to the federal or state awarding agency 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Grantee Uniform Terms and Conditions Page 9 of 19 v. 3 1.17 DocuSign Envelope ID: B6AACEF6-B426-4C1F-B6A6.57067ADDD72A OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. 4.02 Independent Single or Program -Specific Audit If Grantee, within Grantee's fiscal year, expends a total amount of at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in federal funds awarded, Grantee shall have a single audit or program -specific audit in accordance with 2 CFR 200. The $750,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Grantee, within Grantee's fiscal year, expends a total amount of at least $750,000 in state funds awarded, Grantee must have a single audit or program -specific audit in accordance with UGMS, State of Texas Single Audit Circular. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and UGMS. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or UGMS, as applicable, for their program -specific audits. HHSC Single Audit Services will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the Single Audit Determination Form within thirty (30) calendar days after notification by HHSC Single Audit Services to do so, Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with this Contract. Each Grantee that is required to obtain a single audit must competitively re - procure single audit services once every six years. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS. 4.03 Submission of Audit Due the earlier of 30 days after receipt of the independent certified public accountant's report or nine months after the end of the fiscal year, Grantee shall submit electronically, one copy of the Single Audit or Program -Specific Audit to the System Agency as directed in this Contract and another copy to: single_audit_reporthhsc.state.tx.us ARTICLE V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.01 General Affirmations Grantee certifies that, to the extent General Affirmations are incorporated into the Contract under the Signature Document, the General Affirmations have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.02 Federal Assurances Grantee further certifies that, to the extent Federal Assurances are incorporated into the Contract under the Signature Document, the Federal Assurances have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.03 Federal Certifications Grantee further certifies, to the extent Federal Certifications are incorporated into the Contract under the Signature Document, that the Federal Certifications have been reviewed, and that Grantee is in compliance with each of the requirements reflected therein. In addition, Grantee certifies that it is in compliance with all applicable federal laws, rules, or regulations, as they may pertain to this Contract. Grantee Uniform Terms and Conditions Page 10 of 19 3 1.17 DocuSign Envelope ID. B6AACEF6-13426.4C1F-B6A6-57067ADDD72A ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 6.01 Ownership The System Agency will own, and Grantee hereby assigns to the System Agency, all right, title, and interest in all Deliverables. 6.02 Intellectual Property a. The System Agency and Grantee will retain ownership, alI rights, tide, and interest in and to, their respective pre-existing Intellectual Property. A license to either Party's pre-existing Intellectual Property must be agreed to under this or another contract. b. Grantee grants to the System Agency and the State of Texas a royalty -free, paid up, worldwide, perpetual, non-exclusive, non -transferable license to use any Intellectual Property invented or created by Grantee, Grantee's contractor, or a subcontractor in the performance of the Project. Grantee will require its contractors to grant such a license under its contracts. ARTICLE VII RECORDS, AUDIT, AND DISCLOSURE 7.01 Books and Records Grantee will keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office, the United States Government, and their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract and all state and federal rules, regulations, and statutes. Unless otherwise specified in this Contract, Grantee will maintain legible copies of this Contract and all related documents for a minimum of seven (7) years after the termination of the contract period or seven (7) years after the completion of any litigation or dispute involving the Contract, whichever is later. 7.02 Access to records, books, and documents In addition to any right of access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations, or Subcontractors will permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, unrestricted access to and the right to examine any site where business is conducted or Services are performed. and all records, which includes but is not limited to financial, client and patient records, books, papers or documents related to this Contract. If the Contract includes federal funds, federal agencies that will have a right of access to records as described in this section include: the federal agency providing the funds, the Comptroller General of the United States, the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that will have a right of access to records as described in this section include: the System Agency, HHSC, HHSC's contracted examiners, the State Auditor's Office, the Texas Attorney General's Office, and any successor agencies. Each of these entities may be a duly authorized authority. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of investigation or hearing, Grantee will produce original documents related to this Contract. The System Agency and any duly authorized authority will have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Grantee will include this provision concerning Grantee uniform Terms and Conditions Page 11 of 19 % 31.17 DocuSign Envelope Id B6AACEF6-B426-4C1F-B6A6-57067ADDD72A the right of access to, and examination of, sites and information related to this Contract in any Subcontract it awards. 7.03 Response/compliance with audit or inspection findings a. Grantee must act to ensure its and its Subcontractor's compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Contract and the goods or services provided hereunder. Any such correction will be at Grantee or its Subcontractor's sole expense_ Whether Grantee's action corrects the noncompliance will be solely the decision of the System Agency. b. As part of the Services, Grantee must provide to HHSC upon request a copy of those portions of Grantee's and its Subcontractors' intemal audit reports relating to the Services and Deliverables provided to the State under the Contract. 7.04 SAO Audit Grantee understands that acceptance of funds directly under the Contract or indirectly through a Subcontract under the Contract acts as acceptance of the authority of the State Auditor's Office (SAO), or any successor agency, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the SAO must provide the SAO with access to any information the SAO considers relevant to the investigation or audit. Grantee agrees to cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing alI records requested. Grantee will ensure that this clause concerning the authority to audit funds received indirectly by Subcontractors through Grantee and the requirement to cooperate is included in any Subcontract it awards. 7.05 Confidentiality Any specific confidentiality agreement between the Parties takes precedent aver the terms of this section. To the extent permitted by law, Grantee agrees to keep all information confidential, in whatever form produced, prepared, observed, or received by Grantee. The provisions of this section remain in full force and effect following termination or cessation of the services performed under this Contract. 7.06 Public Information Act Information related to the performance of this Contract may be subject to the PIA and will be withheld from public disclosure or released only in accordance therewith. Grantee must make all information not otherwise excepted from disclosure under the PIA available in portable document file (".pol") format or any other format agreed between the Parties. ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 8.01 Contract Management To ensure full performance of the Contract and compliance with applicable law, the System Agency may take actions including: a. Suspending all or part of the Contract; Grantee Uniform Terms and Conditions Page 12 of 19 3 1.17 DocuSign Envelope ID B6AACEF6-B426-4C1F-B6A6-57067ADDD72A b. Requiring the Grantee to take specific corrective actions in order to remain in compliance with term of the Contract; c. Recouping payments made to the Grantee found to be in error; d. Suspending, limiting, or placing conditions on the continued performance of the Project; e. Imposing any other remedies authorized under this Contract; and f. Imposing any other remedies, sanctions or penalties permitted by federal or state statute, law, regulation, or rule. 8.02 Termination for Convenience The System Agency may terminate the Contract at any time when, in its sole discretion, the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in HHSC's notice of termination. 8.03 Termination for Cause Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Contract, in whole or in part, upon either of the following conditions: a. Material Breach The System Agency will have the right to terminate the Contract in whole or in part if the System Agency determines, at its sole discretion, that Grantee has materially breached the Contract or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction and such violation prevents or substantially impairs performance of Grantee's duties under the Contract. Grantee's misrepresentation in any aspect of Grantee's Solicitation Response, if any or Grantee's addition to the Excluded Parties List System (EPLS) will also constitute a material breach of the Contract. b. Failure to Maintain Financial Viability The System Agency may terminate the Contract if, in its sole discretion, the System Agency has a good faith belief that Grantee no longer maintains the financial viability required to complete the Services and Deliverables, or otherwise fully perform its responsibilities under the Contract. 8.04 Equitable Settlement Any early termination under this Article will be subject to the equitable settlement of the respective interests of the Parties up to the date of termination. ARTICLE IX MISCELLANEOUS PROVISIONS 9.01 Amendment The Contract may only be amended by an Amendment executed by both Parties. 9.02 Insurance Unless otherwise specified in this Contract, Grantee will acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee will provide evidence of insurance as required Grantee Unifonn Terms and Conditions Page 13 of 19 I, 3 1.17 DocuSign Envelope ID 136AACEF6-B426-4C1F-B611/46-57067ADDD72A under this Contract, including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. In the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract, Grantee will secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. These and all other insurance requirements under the Contract apply to both Grantee and its Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 9.03 Legal Obligations Grantee will comply with all applicable federal, state, and local laws, ordinances, and regulations, including all federal and state accessibility laws relating to direct and indirect use of information and communication technology. Grantee will be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. In addition to any other act or omission that may constitute a material breach of the Contract, failure to comply with this Section may also be a material breach of the Contract. 9.04 Permitting and Licensure At Grantee's sole expense, Grantee will procure and maintain for the duration of this Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or Services required by this Contract. Grantee will be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee agrees to be responsible for payment of any such government obligations not paid by its contactors or subcontractors during performance of this Contract. 9.05 Indemnity To THE EXTENT ALLOWED BY LAW, GRANTEE WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS AND ITS OFFICERS AND EMPLOYEES, AND THE SYSTEM AGENCY AND ITS OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, ACTIONS, SUITS, DEMANDS, PROCEEDINGS, COSTS, DAMAGES, AND LIABILITIES, INCLUDING ATTORNEYS' FEES AND COURT COSTS ARISING OUT OF, OR CONNECTED WITH, OR RESULTING FROM: a. GRANTEE'S PERFORMANCE OF THE CONTRACT, INCLUDING ANY NEGLIGENT ACTS OR OMISSIONS OF GRANTEE, OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR b. ANY BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD, RULE, OR BREACH OF CONTRACT BY GRANTEE, ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR C. EMPLOYMENT OR ALLEGED EMPLOYMENT, INCLUDING CLAIMS OF DISCRIMINATION AGAINST GRANTEE, ITS OFFICERS, OR ITS AGENTS; OR Grantee Uniform Terms and Conditions Page 14 of 19 %. 3 1.17 DowuSign Envelope ID B6AACEF6-8426-4C1F-B6A6-57067ADDD72A d. WORK UNDER THIS CONTRACT THAT INFRINGES OR MISAPPROPRIATES ANY RIGHT OF ANY THIRD PERSON OR ENTITY BASED ON COPYRIGHT, PATENT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS. GRANTEE WILL COORDINATE ITS DEFENSE WITH THE SYSTEM AGENCY AND ITS COUNSEL. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING SOLELY FROM THE GROSS NEGLIGENCE OF THE SYSTEM AGENCY OR ITS EMPLOYEES. THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS CONTRACT. 9.06 Assignments Grantee may not assign all or any portion of its rights under, interests in, or duties required under this Contract without prior written consent of the System Agency, which may be withheld or granted at the sole discretion of the System Agency. Except where otherwise agreed in writing by the System Agency, assignment will not release Grantee from its obligations under the Contract. Grantee understands and agrees the System Agency may in one or more transactions assign, pledge, or transfer the Contract. This assignment will only be made to another State agency or a non -state agency that is contracted to perform agency support. 9.07 Relationship of the Parties Grantee is, and will be, an independent contractor and, subject only to the terms of this Contract, will have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal -agent, or to otherwise create for the System Agency any liability whatsoever with respect to the indebtedness, liabilities, and obligations of Grantee or any other Party. Grantee will be solely responsible for, and the System Agency will have no obligation with respect to: a. Payment of Grantee's employees for all Services performed; b. Ensuring each of its employees, agents, or Subcontractors who provide Services or Deliverables under the Contract are properly licensed, certified, or have proper permits to perform any activity related to the Work; c. Withholding of income taxes, FICA, or any other taxes or fees; d. Industrial or workers' compensation insurance coverage; e. Participation in any group insurance plans available to employees of the State of Texas; f. Participation or contributions by the State to the State Employees Retirement System; g. Accumulation of vacation leave or sick leave; or h. Unemployment compensation coverage provided by the State. 9.08 Technical Guidance Letters In the sole discretion of the System Agency, and in conformance with federal and state law, the System Agency may issue instructions, clarifications, or interpretations as may be required during Work performance in the form of a Technical Guidance Letter. A TGL must be in Grantee Uniform Terms and Conditions Page 15 of I9 3117 DocuSign Envelope ID B6AACEF6-B426-4C1F-B6A6-57067ADDD72A writing, and may be delivered by regular mail, electronic mail, or facsimile transmission. Any TGL issued by the System Agency will be incorporated into the Contract by reference herein for all purposes when it is issued. 9.09 Governing Law and Venue This Contract and the rights and obligations of the Parties hereto will be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit brought under this Contract will be in a court of competent jurisdiction in Travis County, Texas unless otherwise elected by the System Agency. Grantee irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. 9.10 Severability If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract will be construed as if such provision did not exist and the non - enforceability of such provision will not be held to render any other provision or provisions of this Contract unenforceable. 9.11 Survivability Termination or expiration of this Contract or a Contract for any reason will not release either party from any liabilities or obligations in this Contract that the parties have expressly agreed will survive any such termination or expiration, remain to be performed, or by their nature would be intended to be applicable following any such termination or expiration, including maintaining confidentiality of information and records retention. 9.12 Force Majeure Except with respect to the obligation of payments under this Contract, if either of the Parties, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order. rule, or regulation of governmental authority; or similar events that are beyond the control of the affected Party (collectively referred to as a "Force Majeure"), then, while so prevented, the affected Party's obligation to comply with such covenant will be suspended, and the affected Party will not be liable for damages for failure to comply with such covenant. In any such event, the Party claiming Force Majeure will promptly notify the other Party of the Force Majeure event in writing and, if possible, such notice will set forth the extent and duration thereof 9.13 No Waiver of Provisions Neither failure to enforce any provision of this Contract nor payment for services provided under it constitute waiver of any provision of the Contract. 9.14 Publicity Except as provided in the paragraph below, Grantee must not use the name of, or directly or indirectly refer to, the System Agency, the State of Texas, or any other State agency in any media release, public announcement, or public disclosure relating to the Contract or its subject Grantee Uniform Terms and Conditions Page 16 01'19 3 1,17 DocuSign Envelope ID: B6AACEF6-B426-4C1F-B6A6-S7067ADDD72A matter, including in any promotional or marketing materials, customer lists, or business presentations. Grantee may publish, at its sole expense, results of Grantee performance under the Contract with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 9.15 Prohibition on Non -compete Restrictions Grantee will not require any employees or Subcontractors to agree to any conditions, such as non -compete clauses or other contractual arrangements that would limit or restrict such persons or entities from employment or contracting with the State of Texas. 9.16 Na Waiver of Sovereign Immunity Nothing in the Contract will be construed as a waiver of sovereign immunity by the System Agency, 9.17 Entire Contract and Modification The Contract constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises, representations, negotiations, discussions: and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in any future document incorporated into the Contract will be harmonized with this Contract to the extent possible by the System Agency. 9.18 Counterparts This Contract may be executed in any number of counterparts, each of which will be an original. and all such counterparts will together constitute but one and the same Contract. 9.19 Proper Authority Each Party hereto represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. Any Services or Work performed by Grantee before this Contract is effective or after it ceases to be effective are performed at the sole risk of Grantee with respect to compensation. 9.20 Employment Verification Grantee will confirm the eligibility of all persons employed during the contract term to perform duties within Texas and all persons, including subcontractors, assigned by the contractor to perform work pursuant to the Contract. 9.21 Civil Rights a. Grantee agrees to comply with state and federal anti -discrimination laws, including: 1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.); 2. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); 3. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 el seq.); 4. Age Discrimination Act of 1975 (42 U.S.C. §§6101-6107); 5. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688); 6. Food and Nutrition Act of 2008 (7 U.S.C. §2011 et seq.); and Grantee Uniform Terms and Conditions Page 17 of 19 wv. 3,1.17 DocuSign Envelope ID. B6AACEF6-B426.4C1F-B6A6-57867ADDD72A 7. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Agreement. Grantee agrees to comply with all amendments to the above -referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability, political beliefs, or religion, be excluded from participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. b. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15, prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information, both orally and in writing, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits, and activities. c. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: http://hhscx.hhsc.texas.gov/system-su pport- services/civil-rights•'nublications d. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. e. Upon request, Grantee will provide HHSC Civil Rights Office with copies of all of the Grantee's civil rights policies and procedures. f. Grantee must notify HHSC's Civil Rights Office of any civil rights complaints received relating to its performance under this Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 5151 Street, Mail Code W206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 Grantee 'Uniform Terms and Conditions Page 18 of 19 4 3117 DocuSign Envelope ID B6AACEF6•B426-4C1F-B6A6-57067ADDD72A TTY Toll Free: (877) 432-7232 Fax: (512) 438-5885. Grantee Uniform Terms and Conditions Page 19 of 19 v. 3.1.13 DocuSign Envelope ID B6AACEF6-B426-4C1F-B6A6-57067ADDD72A ATTACHMENT D SUPPLEMENTAL CONDITIONS THERE ARE NO SUPPLEMENTAL CONDITIONS FOR THIS CONTRACT THAT MODIFY THE HHS UNIFORM TERMS AND CONDITIONS SPECIAL CONDITIONS SECTION 1.01 NOTICE OF CONTRACT ACTION Grantee shall notify their assigned contract manager if Grantee has had any contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; c. Date of the contract; d. Date of suspension or termination; and e. Contract or case reference number. SECTION 1.02 NOTICE OF BANKRUPTCY Grantee shall notify in writing its assigned contract manager of its plan to seek bankruptcy protection within five days of such action by Grantee. SECTION 1.03 NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS a. Grantee shall immediately report in writing to their contract manager when Grantee has knowledge or any reason to believe that they or any person with ownership or controlling interest in the organization/business, or their agent, employee, contractor or volunteer that is providing services under this Contract has. 1. Engaged in any activity that could constitute a criminal offense equal to or greater than a Class A misdemeanor or grounds for disciplinary action by a state or federal regulatory authority; or 2. Been placed on community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. b. Grantee shall not permit any person who engaged, or was alleged to have engaged, in any activity subject to reporting under this section to perform direct client services or have direct contact with clients, unless otherwise directed in writing by the System Agency. SECTION 1.04 GRANTEE'S NOTIFICATION OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL The Grantee shall notify in writing their contract manager assigned within ten days of any change to the Grantee's Contact Person or Key Personnel. v. 11.15.2016 Page 1 DocuSign Envelope ID- B6AACEF6-B426-4C1 F-B6A6-57067ADDD72A Contract #537-18-0101-00001 VENDOR- CORPUS CHRISTI NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) CONTRACT FILE TABLE OF CONTENTS wals, Amendments, and Revenue Contracts *Include these Items if applicable. It is the responsibility of the Contract Specialist assigned this program ID to ensure the contract lila folder is complete, regardless of who may have assisted with work on their behalf. IDCU/FLU Program ID: Contract Coordinator Initials Date: JI-' 5-4-2017 -4 or NA DOCUMENT COMMENTS 1 1 Table of Contents 2 ✓ System For Award Management (SAM) 3 _ _ , 1 Office of Inspector General (OIG) Excluded List 4 Secreta of State SOS name verification 1 status' 5 FFATA Certification Form` 6 ` ✓ OCC Review/Approval 7 ✓ Vendor Subrecipient Determination Form" 8 Requisition* 9 Purchase Order' 10 1 Miscellaneous (emails, correspondence, su porting actions taken, i.e., audit train` *Include these Items if applicable. It is the responsibility of the Contract Specialist assigned this program ID to ensure the contract lila folder is complete, regardless of who may have assisted with work on their behalf. IDCU/FLU Program ID: Contract Coordinator Initials Date: JI-' 5-4-2017 DocuSign Envelope ID B6AACEF6-B426-4C1F-B6A6-57067ADDD72A Hernandez,JoAnn C (HHSQ From: James,Joe (HHSC) Sent Friday, April 28, 2017 4:07 PM To: Hemandez,JoAnn C (HHSC) Cc Sharp,Kathy (DSHS); Clark,Sandy (DSHS) Subject: FW: DCP - IDCU/FLU LAB - Contract - FY2018-2019 - Corpus Christi - counter offer Attachments. Attachment A-IDCU FLU LAB FY18-19 Corpus Christi.doc; Attachment B-IDCU FLU LAB Budget FY18-19 CorpusChristi.doc; Attachment D-IDCU FLULAB FY18-19 Supplemental Special Conditions.docx; IDCU FLU LAB FY1B-19 vendor determination PCS-438.pdf; IDCU FLU LAB FY18-19 OCC Review -Agreements via DocuSign CorpusChristi.docx; Revised 4-17-17CorpusChristi IDCU FW LAB FY18-19 grantee-signature-documentdoc Follow Up Flag: Follow up Flag Status: Flagged Approved. L. Joseph James Contracts Section Health and Human Services Commission 4900 North Lamar, 4th Floor Austin, Texas 78751 512-462-6230 This e-mail communication may be confidential or privileged and should not be disclosed without the express authorization of the sender. Any dissemination, copying, or use of this email by or to anyone other than the designated and intended recipients) is unauthorized. If you have received this message In error, please delete it from your system immediately. From: Clark,Sandy (DSHS) Sent: Monday, April 17, 2017 4:07 PM To: James,Joe (HHSC) <JoeJames@hhsc.state.tx.us> Cr: Hernandez,JoAnn C (HHSC) cJoAnn.Hernandez@hhsc.state.tx.us> Subject: FW: DCP - IDCU/FLU LAB - Contract - FY2018-2019 - Corpus Christi - counter offer Joe, Attached for your review is the revised signature page for this contract. The contractor requested the name be changed to Corpus Christi-Nueces County Public Health District (City) on the signature page. Please forward email to JoAnn Hernandez in PCS. If you have any questions, please get back with me. 1 DocuSIgn Envelope ID: B6AACEF6-B426.4C1F-B6A6-57067ADDD72A Thanks, Sandy Clark, CTCM Contract Manager DCP/RLH Contract Management Unit Division for Disease Control and Prevention Department of State Health Services P.O. Box 149347 Austin, Texas 78714-9347 Phone: 512-776-2264 Fax: 512-776-7391 Email: sandv.ccarkt dshs.texas.gov From: James,Joe (HHSC) Sent: Thursday, February 16, 2017 4:19 PM To: HHSC PCS Contract Administration (CA) DSHS <PCS Contract Admin DSHS@hhsc.state.tx.us> Cc: Sharp,Kathy (DSHS) <Kathv.Sharp@dshs.state.tx.us>; Clark,Sandy (DSHS) <5andv.Clark@dshs.state.tx.us> Subject: FW: DCP - IDCU/FLU LAB - Contract - FY2018-2019 - Corpus Christi Approved. L. Joseph James Contracts Section Health and Human Services Commission 4900 North Lamar, 4th Floor Austin, Texas 78751 512-462-6230 This e-mail communication may be confidential or privileged and should not be disclosed without the express authorization of the sender. Any dissemination, copying, or use of this email by or to anyone other than the designated and intended recipient(s) is unauthorized. If you have received this message in error, please delete it from your system immediately. From: Clark,Sandy (DSHS) Sent: Tuesday, February 14, 2017 10:34 AM To: James,Joe (HHSC) <JoeJamesPhhsc.state.tx.us> Subject: FW: DCP - IDCU/FLU LAB - Contract - FY2018-2019 - Corpus Christi Joe, Please review the documents again. I added the budget to the email. Thanks, Sandy Clark, CTCM Contract Manager DCP/RLH Contract Management Unit Division for Disease Control and Prevention Department of State Health Services z DocuSign Envelope ID. B6AACEF6-8426-4C1F-B6A6-57067ADDD72A P.O. Box 149347 Austin, Texas 78714-9347 Phone: 512-776-2264 Fax: 512-776-7391 Email: sandy.clarkadshs.state.tx.us From: HHSC PCS Contract Administration (CA) DSHS Sent: Monday, February 13, 2017 6:00 PM To: Clark,Sandy (DSHS) <Sandv.Clark@dshs.state.tx.us>; James,loe (HHSC) <Joe.James@hhsc.state.tx.us> Cc: Sharp,Kathy (DSHS) <Kathv.Sharppdshs.state.tx.us>; Garcia,Susana K (DSHS) <Susana.Garcia@dshs.state.tx.us>; Melchior,Patty (DSHS) <Patty.Melchior@dshs.state.tx.us>; VanderStek,Stace (HHSC) <Stace.Va nderstek@ hhsc.state.tx.us> Subject: FW: DCP - IDCU/FLU LAB - Contract - FY2018-2019 - Corpus Christi This contract/amendment has not been accepted by PCS due to the following reason(s): No Budget was included with approved packet. Please resubmit entire packet including budget for OCC approval. Thank you, PCS Contract Administration From: James,Joe (HHSC) Sent: Friday, February 10, 2017 4:38 PM To: HHSC PCS Contract Administration (CA) DSHS <PCS Contract Admin DSHS@hhsc.state.tx.us> Cc: Clark,Sandy (DSHS) <Sandy.Clark@dshs.state.tx.us>; Sharp,Kathy (DSHS) <Kathv.Sharp@dshsstate.tx.us> Subject: FW: DCP - IDCU/FLU LAB - Contract - FY2018-2019 - Corpus Christi Approved. L. Joseph James Contracts Section Health and Human Services Commission 4900 North Lamar, 4th Floor Austin, Texas 78751 512-462-6230 This e-mail communication may be confidential or privileged and should not be disclosed without the express authorization of the sender. Any dissemination, copying, or use of this email by or to anyone other than the designated and intended recipient(s) is unauthorized. If you have received this message in error, please delete it from your system immediately. From: Clark,Sandy (DSHS) Sent: Thursday, January 26, 2017 9:40 AM To: HHS DSHS Contracting<dshscontractinei DocuSign Envelope ID BeAACEF6-B426-4C1F-B6A6-57067ADDD72A City of El Paso LHD Dallas County LHD City of Houston LHD Corpus Christi LHD San Antonio LHD Tarrant County LHD UT HCS at Tyler Texas Tech University Please get back with me if you have any questions. Thanks, Sandy Clark, CTCM Contract Manager DCP/RLH Contract Management Unit Division for Disease Control and Prevention Department of State Health Services P.O. Box 149347 Austin, Texas 78714-9347 Phone: 512-776-2264 Fax: 512-776-7391 Email: sandv.clark@dshs.state.tx.us From: Cla rk,Sandy (DSHS) Sent: Wednesday, January 18, 2017 10:18 AM To: HHS DSHS Contracting<dshscontractinePhhsc.state.tx.us> Cc: James,Joe (HHSC) cJooe.Jamesf6 hhsc.state.tx.us> Subject: FW: DCP - IDCU/FLU LAB - Contract - FY2018-2019 - Corpus Christi Joe, Since I have a contract number for Corpus Christi, I am resubmitting this information specifically for them. After this one is reviewed and approved, I will submit the remaining contracts to you from this group. The contract term Is for 2 years (9/1/17-8/31/19). Vendor determination is recipient. Ail contracts will use the same SOW template and each contract will be for $10,000. Please get back with me if you have any questions. Thanks, Sandy Clark, CTCM Contract Manager DCP/RLH Contract Management Unit Division for Disease Control and Prevention Department of State Health Services P.O. Box 149347 Austin, Texas 78714-9347 Phone: 512-776-2264 3 DocuSign Envelope ID: B6AACEF6.8426-4C1F-B6A6-57067ADDD72A Fax: 512-776-7391 Email: sandv.clark@dshs.state.tx.us From: Clark,Sandy (DSHS) Sent: Thursday, December 22, 2016 10:39 AM To: HHS DSHS Contracting<dshscontractina[alhhsc.state.tx.us> Cc: James,Joe (HHSC) <JoeJamesOhhsc.state.tx.us> Subject: DCP - IDCU/FLU LAB - Contract - FY2018-2019 Joe, Attached for your review are the master documents for the new IDCU/FLU LAB contracts. The contract term is for 2 years (9/1/17-8/31/19). Vendor determination is recipient. All contracts will use the same SOW template and each contract will be for $10,000. This group will have 8 contracts with: City of El Paso LHD Dallas County LHD City of Houston LHD Corpus Christi LHD San Antonio LHD Tarrant County LHD UT HCS at Tyler Texas Tech University Once this SOW is approved, I will submit the Individual signature pages for approval when I get the contract numbers, etc. On the OCC approval form, 1 do not have the signatory names yet. Please get back with me if you have any questions. Thanks, Sandy Clark, CTCM Contract Manager DCP/RLH Contract Management Unit Division for Disease Control and Prevention Department of State Health Services P.O. Box 149347 Austin, Texas 78714-9347 Phone: 512-776-2264 Fax: 512-776-7391 Email: sandv.clark@dshs.state.tx.us 4 Request for OCC Review - Agreements via DocluSign® Requestor: Sandy Clark Agreement No. / Program ID (short description) : 537-18-0101-00001— IDCU/FLU LAB this a Governmental Body? 0 Yes D No spreadsheet with list of contractors, entity type, Agreement #s, and total Agreement LHD Division: Division of Prevention and Control If Individual, is If Multiple, provide amount: Corpus Christi OCC Attorney: Joe James Requested Return Date: 1/20/17 Funding: ® Solely State 0 Solely Federal • Both Requisition No.: TBD Brief Description of Agreement Submit clinical specimens in the Grantee's service area. Agreement Term: 9/1/17 — 8/31/19 Type of Agreement: 0 Vendor 0 Interagency ® Grant 0 Interlocal 0 Other (Explain): Generating Contract • (MOU/MOA) • Revenue Applicable Attachments 1 submitted to for HHS Templates: OCC for review by Requestor Document A—SOW* — Budget (optional) —Supplemental & Special Conditions Determination Form Response (if applicable) (if applicable): Applicable Attachments for HHS Templates: 1 to be added by PCS before routing OCC Review: ® Approved 0 Approved (with edits) 0 Not Approved (see requested revisions below) OCC Requested Revisions: t:4 Signature 0 DUA (■ LHD • LMHA 0 Gov • Private • UT 0 A&M) 0 UTCs v. 2.3 0 FFATA 0 Federal Assurances 0 General Affirmations 9 Attachment (0 Grantee ❑Vendor x1791 -IAC • 771 -Interlocal) 0 Attachment 0 Attachment and Certifications (if applicable): =.1 Subrecipient/Contractor • Open Enrollment • Other Attachments 0 Other Attachments _ Vendor Performance Tracking System are favorable is attached for legal review • VPTS results (VPTS) : • VPTS results are unfavorable and documentation This section to be completed by Requester for Contractor Administrative Contact Email the benefit of DocuSign routing and is not subject to kgol review. Contractor Signature Authority Contact Name: William Uhlarik Name: Annette Rodriguez Email Address: wllliamu2@cctexas.com Email Address: annettert cctexas.com Please attach this in your email to OCC versus embedding so it can be added to the supporting documents in DocuSign by PCS. DocuSign Envelope ID B6AACEF6-8426-4C1F-B6A6-57067ADDD72A DocuSign Envelope ID: B6AACEF6-B426-4C1F-B6A6-57067ADDD72A SAM Search Results List of records matching your search for : Search Term : corpus* "christi-nueces"county* public* health* district* (city)* Record Status: Active No Search Results May 04, 2017 2:45 PM Page 1 of 1 ICnrpua Cheisti-Nuoces 4 DocuSign Envelope ID: B6AACEF6-B426-4C1F-B6A6-57067ADDD72A EXCLUSIONS expo Sian Waste r fir. frq-Yar-Err (cr-fi' HOME A8oIrr IG FAQ EXCLUSIONS 1C nouns PROVIDER ED. SITCMAP Rens Rues meet Vie have upgraded our public webutu. fyou have problems sureNnpHie Exclusions data base, eft most using the moot current venter of Internet Explorer. Omuta goonk or coifs. Ifyou oro using an earner venlon d bdanst Explorer (for sesrsple It! SJ pkau turn off Compatibility Mods for All Mesita@ knish J pownLoad Exclusions Fk 3 Reinstatement About / Contact Search up to 5 names -OR- by Company Name You may enter Incomplete Information Into any search criteria (Le. if you enter "fr'the system wilt return "frank", "trends", "franklin", etc, etc). (Do not enter these special characters as search edtede (" ,:)) This database redacts all providers currently excluded from the Taxes Medicaid Program. if you need to determine if a provider has ever been excluded from the Texas Medicaid program, you will need to access the online "downioadabie exclusions fife". Last Name First Name M.I. -0R- Company Name 1 Search clear No search resuk(s) found. SECTION! About IG Exctuebm Policies Publications Ir'OLLOW US ON FACLSOOK FOLLOW US ON TWIT= Page 1 of I DocuSign Envelope ID B6AACEF6-8426-4C1 F-B6A6-5706 7 ADDD72A Debarred Vendor List O COMPTROLLER.TEXAS.GOV Purchasing Debarred Vendor List Page 1 of 2 Glenn Hegar Texas Comptroller of Public Accounts The following vendors shown below are debarred from doing business with the State of Texas, effective from the date of debarment for the length of time indicated. Whether they are listed below or not, the debarred vendors Include the vendors' successors in interest as defined in Rule §20.102(b) (4). Vendor ID Number Vendor Name/Address Date of Debarment Length of Debarment 1562456928900 Smith Housewares and Re staurant Supplies 500 Erie Blvd. Syracuse, NY 13202 November 12, 2014 5 Years 1 743261 31 5000 Walker's Electric Company 1520 Park St Beaumont TX 77701 Also: Walkers Electric Company Calvin G. Walker Stacy Walker August 28, 2012 5 Years 1272447273800 Walker Electric Compan y, LLC 1520 Park St. Beaumont TX 77701-5527 Also: Walkers Electric Company Calvin G. Walker Stacy Walker August 28, 2012 5 Years 1760677671800 Texas Code Blue 5550 Eastex Fwy, Suite # L Beaumont, TX 77708-5300 October 24, 2016 5 Years Download Debarred Vendor List [comptroller.texas.gov/purchasingldocs/debarred-vendor-Iistpdt]. Federal Exclusion Agencies and co-op members may wish to check the list of vendors excluded from doing business on the federal level. The System for Award Management, or SAM, can be used as a resource for purchasing entities. httos:l/comotroller.texas.¢ov/ourchasinaloroarams/vendor-nerformance-tracking/debarred-vendnrc nh e. 4/2R/2017 DocuSign Envelope ID B6AACEF6-B426-4C1F-B6A6-57067ADDD72A Search For Vendors Page 1 of 2 Related Links CMBLJHUB Directory Search Tips Register For CMBL - HUB HUB Mentor Protege Agreement Listing System for Award Management (EPLS) Debarred Vendors List Vendor Performance Report Search 9 Sorry, No vendors found for the search condition entered. Centralized Master Bidders List - HUB Directory Search 0 Read More... SEARCH FOR OO CMBL Only OHUBs Only OHUBs On CMBL OAll Vendors SINGLE VENDOR SEARCH MULTIPLE VENDOR SEARCH BUSINESS CATEGORY 1 VENDOR LOCATION SEARCH SELECT FIELDS FOR OUTPUT Texas Comptroller of Public Accounts Glenn Hegar Related Links CMBLJHUB Directory Search Tips Register For CMBL - HUB HUB Mentor Protege Agreement Listing System for Award Management (EPLS) Debarred Vendors List Vendor Performance Report Search 9 Sorry, No vendors found for the search condition entered. Centralized Master Bidders List - HUB Directory Search 0 Read More... SEARCH FOR OO CMBL Only OHUBs Only OHUBs On CMBL OAll Vendors SINGLE VENDOR SEARCH MULTIPLE VENDOR SEARCH BUSINESS CATEGORY 1 VENDOR LOCATION SEARCH SELECT FIELDS FOR OUTPUT DocuS gn Envelope ID B6AACEF6-8426-4C1F B6A6-57067ADDD72A Taxable Entity Search Q Taxable Entity Search 0 Business Name Corpus Christi-Nueces county public health distric was not found. Page 1 of 1 Search Tax ID Use the 11 -digit Comptrollers Taxpayer Number or the 9 -dig t Federal Employes Identification Number. OR Entity Name Corpus Christi-Nueces county public health distric File Number OR Use the File Number assigned by the Texas Secretary of State DocuSign Envelope ID B6AACEF6-B426-4C1F-B6A6-57067ADDD72A Vendor Hold Search Page 1 of 1 Glenn Hegar Texas Comptroller of Public Accounts What's New? - colanders - Polldos/i rocedures (FPP) - Forms - Publicedonr - Training - Contacts - Search Vendor Hold Search Search terms: CORPUS CHRISTI NUECES COUNTY PUBLIC HEALTH DISTRICT (CITY) No vendor hold record was found for the search cdtena. eNew query Texas Comptroller of Public Accounts Questions? Contact statewide.accountlnatIDcaa.texas-aov ComtnroIl r.Tens.Gov ] EMA FMX Sltemao I Contact FM Accessibility Policy I privacy And Security Podia( DocuSign Envelope ID B6AACEF6-B426-4C1F-B6A6-57067ADDD72A ima2TEXAS Health and Human Services System Texas Health and Human Services Commission Contractor or Subrecipient Determination PCS 438 08.11.15 Determination is fon ■ Individual Contract IN Multiple Contracts Program/Service Name ( multiple contracts) or the name of the organization, program/service or contract subject (individual contract): `IDCU/FLU LAB Agency Representative (name and title) Completing Form: Assigned Division: Sandy Clark, Contract Manager Division of Disease Control and Prevention Description of goods, services, or deliverables: identify and recruit healthcare facilities to submit Influenza clinical specimens. Determination Guidance: 1. This form is used as a tool for determining the contractor/subreciplent/rectpient 2. The substance of the relationship is more important than the 3. This form is used for both federal and state determinations when 4. Will the entity receive funding that is: ® solely state ❑ solely relationship. characteristics. payment is from federal, state or both funding sources. federal or • both? Contractor Characteristics Yes No 1. Normally operates in a competitive environment. ■ t'a 2. Provides similar goods and services to many different purchasers. 0 1r4 3. Provides goods and services that ate ancillary to the operation of the program. 0 4. Provides goods and services within normal business operations. 0 0 5. Is not subject to federal or state program compliance requirements. ■ _4 Subrecipient or Recipient Characteristics Yes No 1. Determines who Is eligible to receive program assistance. 0 0 2. Has responsibility for programmatic decision-making. e 0 3. Federal or state funds are used to carry out the program for public purpose. ® 0 4. Performance Is measured against federal or state program objectives. ® 0 5. Is responsible for adhering to federal or state program compliance Determination 1. If the entity receives both federal and state funds, and has characteristics 2. If the entity receives solely state funds, and has characteristics 3. If the characteristics indicate a contractor relationship, check Based on the above characteristics, 0 Contractor 0 Subredplent requirements. recipient, the type is 0 check the subreclpient recipient box. not applicable. 0 box. of a subrecipient or of a subredpient or recipient, check the contractor box. The funding this determination is: 0 Recipient Comments: COS has determined this to be a recipient status funded solely with state funds. Reasons include: Grantee is to identify and recruit submitters of clinical specimens will mutual agreement with local health departments on behalf of DSHS; grantee is to submit up to 200 clinical specimens per year for typing of influenza viruses; and retain samples through contract end for submission to Lab(s) per DSHS; grantee is to comply with DSHS and federal standards, protocols, statutes and CDC surveillance typing requirements; cost reimbursement basis, but no budget included in SOW. Final Determination Completed by COS Director or designee (signed electronically) Date: Marco Noyola� NOUN 11+46.,.,.14.1r December 7, 2016 „ -��- � DocuSign Envelope IDB6AACEF6-8426-4C1F-86A6-57067ADDD72A CONTRACT ADMINISTRATION ROUTING CHECKLIST Sender Name: JoAnn Hemandez Approver Name: Rosalyn Lazare-Payne Contractor Name: Corpus Christi -Nueces County Public Health District (City) Contract #: 537-18-0101-00001 �. OCC REQUEST APPROVAL. Verify that the identified documents listed on the Signature Page of the contract are Included in OCC approval email (except for those added by PCS). Check all items that apply: @Signature Document - ensure the appropriate signature authority is listed. If unsure, email the contract manager for confirmation. ®Attachment A - Statement of Work ®Budget - verify that budget total matches contract amount on Signature page. ®Supplemental & Special Terms and Conditions ®Subrecipient/ Contractor Determination Form ❑ProcurementFSolicitation Response (if applicable) Other Attachments 2. CONTRACT ADMINISTRATION FORMS ❑DUA checked If applicable and the version is identified. If not checked, email OCC. 0 LHD, 0 LMHA, 0 Gov, 0 Private, 0 UT, 0 A&M ®UTC version is checked and if not confirm with OCC the correct version. v. #.# (IN Grantee ❑Vendor 0771 -IAC 0 791 -interlocal) ❑FFATAchecked (Applicable to Subrecipient contracts only) ❑ Federal Assurance ❑f=ederal Certifications ❑General Affirmations ❑Other Attachments (if applicable) Effective 041.7201.7 Pagel of 2 DocuSign Envelope ID: B6AACEF6-B426-4C1F-86A6-57067ADDD72A 3. GENERAL REVIEWS ▪ Contract on Appropriate Template: Grantee, Vendor, Interagency, Interlocal and Amendment IS Check Contractor Name and Contract No. on documents. Verify that any documents with the contract # are correct. ® Contract/Amendment Term - verify that dates make sense and are appropriate for amendments. If back dated, make sure there is a COS approval to maintain effective date. ® Verify that there are no strike-throughs in contract IS Verify Contractor Signatory and contact information is on OCC approval. ® Verify Signature Authority complies with Circular -046 Delegation of Signature Authority IN Verify signature tags are appropriately placed on all documents ® Modify document visibility and ensure each person can see the correct documents. El Complete the e-mail subject line with the appropriate information Standard: $xx; DSHS Contract No. XXX (A -X); Vendor Name; (DCPS - (Insert Program Name)) ® Complete and print vendor checks • 0 Vendor Performance Tracking System httns://www.comotrolier.texas.qov/Durchaslno/orooramslvendor Derformance-tracking! • ❑ The Office of Inspector General (OIG) List of Excluded Individuals/Entities Search: httos://olo.hhsc.state.tx.us/Exclusions/search.eSDX • ❑ Texas Comptroller of Public Accounts (CPA) Debarment List — http //www.window.state.tx.us/orocurementlorog/vendor oerforrnance/debarred/ • 0 Secretary of State (SOS) legal entity check— httas:lldirect.sos.state.tx.us/acctlacct- Iogin.asD • 0 Vendor hold httos://fmcoa.coa.state.bc.us/tols/search.html • 0 System for Award Management (SAM) (previously the EPLS) — https:l/www.sam.aov/oortal/SAM/ • ❑ Franchise Tax Account Status httos://mvcoa.coa.state.bc.us/coa/ Docu Certificate Of Completion Envelope Id. B6AACEF6B4264C1FB6A657067ADDD72A Status. Sent Subject: $10k; DSHS Contract No 537-18-0101-00001, Corpus Christi Nueces Co Publ.c Hlth (DCPS • IDCUIFLU) Source Envelope Document Pages: 43 Signatures. 0 Supplemental Document Pages. 0 Initials: 0 Certificate Pages 3 AutoNav: Enabted Payments 0 1860 Michael Faraday Dr Envelopeld Stamping Enabled Reston. VA 20190 Time Zone. (UTC -06 00) Central Time (US & joann.hemandez@hhsc state tx.us Canada) IP Address 167.137.1.14 Envelope Originator JoAnn Hernandez Record Tracking Status. Original 5/4/2017 1 2 14 PM Holder JoAnn Hernandez Joann hemandez@hhsc state tx us Location DocuSign Signer Events Signature Timestamp Rosalyn Lazare•Payne rosalyn.lazare-payne@hhsc state tx.us Texas Health and Human Services Commission Security Level. Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Patty Melchior Patty Melchlor@dshs.state.tx.us Resource Director Department State Health Services Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Joe James joe.james@hhsc.state tx.us Texas Health and Human Services Commission Security Level. Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Annette Rodriguez annetter@cctexas.com Health Director Security Level: Email, Account Authenticaton (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Bernie Rodriguez bemie.rodriguez@hhsc.state tx.us Security Level. Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Completed Using IP Address. 167.137.1 13 Completed Using IP Address 160 42.85 9 Completed Using IP Address 167 137 1 16 Sent 5/4/2017 1 2 54 PM Viewed 5/8/2017 12:40 PM Signed: 5/8/2017 1 2 40 PM Sent 5/8/2017 1 2:40 PM Viewed: 5/8/20171 3.25 PM Signed. 518/2017 13.26 PM Sent 5/8/2017 1 3:26 PM Viewed 5/1912017 1 10 15 AM Signed 5/19/2017 1 10.16 AM Sent. S/19/2017 1 10.16 AM Viewed 6/11/2017 J 12 25 PM Signer Events Signature Timestamp Janna Zumbrun Janna.Zumbrun@dshs.state ix,us Security Level Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Sandy Clark sandy,clark@dshs.state tx.us Contract Manager Texas Health and Human Services Cammissitin Security Level. Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered v:a DocuSign Justin Davis justin.davis@dshs.state.ix.us Department of State Health Services Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Amy Greene amy.greene@hhsc state tx.us Contract Specialist V Texas Health and Human Services Commission Security Level Email, Account Authentrcatrc n (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Susana Garcia susana.garcia@dshs. state.lx,us Unit Director Texas Health and Human Services Commission Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign William M. Uhlarik williamu2@cctexas.com Assistant Director of Public Health Corpus Christi-Nueces County P.H D Security Level Email, Account Authentication (None) Electronic Record and Signature Disclosure: COPIED COPIED COPIED COPIED COPIED Sent 5/4/2017 l 2 54 PM Sent 5/4/2017 1 2 54 PM Sent 5/4/20171 2:54 PM Sent518/2017 12:40 PM Sent. 5/19/2017 1 10.16 AM Viewed' 5/19/2017 l 12:09 PM Carbon Copy Events Status Timestamp Not Offered via DocuSign DSHS CMU Inbox CMUContracts@dshs texas.gov Security Level. Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Envelope Summary Events Envelope Sent Payment Events Signature Status Hashed/Encrypted Status Timestamp Timestamps 5/19/201711D 16 AM Timestamps AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of August 22, 2017 Second Reading Ordinance for the City Council Meeting of August 29, 2017 DATE: TO: August 9, 2017 Margie C. Rose, M.P.A., City Manager THRU: Annette Rodriguez, M.P.H., Director of Public Health Annetter@cctexas.com 361.826.7205 FROM: William Milan Uhlarik, M.B.A., A.R.M., Assistant Director of Public Health Williamu2@cctexas.com 361.826.1348 Acceptance of the Regional Local Services System/Local Public Health System (RLSS/LPHS) Grant and RLSS Grant Program Income in the amount of $588,736.00, and appropriation of the funds for the contract period September 1, 2017 through August 31, 2019 CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Regional Local Services System/Local Public Health System (RLSS/LPHS) grant in the amount of $328,736.00, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide essential public health services for the contract period September 1, 2017, through August 31, 2019; and appropriating related program income in the estimated amount of $260,000.00 in the Health Grants Fund No. 1066. PURPOSE: To be used to provide for personnel costs, supplies and other expenses to improve and strengthen local public health infrastructure within the State of Texas. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) has awarded a grant in the amount of $328,736, to provide funding for public health services beginning September 1, 2017 through August 31, 2019, to fund personnel, fringe benefits and supplies to support the provision of essential public health services including disease investigation and surveillance, laboratory services and environmental health services. It is estimated that the grant will generate RLSS grant program income of $220.000.00 and RLSS grant program Medicaid income of $40,000.00 during the period of September 1, 2017 through August 31, 2019 that must be spent on expenses to support the objectives of the RLSS grant program. ALTERNATIVES: Refuse the grant and discontinue the local public health services program that enables the Health District to provide for local public health services including disease investigation and surveillance, laboratory services, and environmental health services. OTHER CONSIDERATIONS: None FINANCIAL IMPACT: • •Operating • •Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2019 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item (RLSS Grant) $164,368.00 $164,368.00 $328,736.00 This item (Est. RLSS Program Income) $110,000.00 $110,000.00 $220,000.00 This item (Est. RLSS Medicaid Program Income) $20,000.00 $20,000.00 $40,000.00 BALANCE $294,368.00 $294,368.00 $588,736.00 Fund(s): Grants Comments: No fiscal impact to General Fund. Grant award does not require any cash or indirect in-kind match. Any program income earned in each month must first be deducted from monthly expenses so that the remaining balance is charged to the grant for reimbursement; and all program income must be spent during the grant period and cannot be carried forward into the future. If it is not spent, the income must be sent back to DSHS. RECOMMENDATION: Staff recommends approval of this agenda item. CONFORMITY TO CITY POLICY: Council approval required for acceptance of grant and appropriation of grant funds. EMERGENCY / NON -EMERGENCY: Non -Emergency. This item requires two readings. DEPARTMENTAL CLEARANCES: Corpus Christi-Nueces County Public Health District Legal Department Finance - Federal Grants and Office of Management and Budget. LIST OF SUPPORTING DOCUMENTS: Contract No. 537-18-0210-00001 Ordinance cc: Yvette Aguilar, Assistant City Attorney Constance Sanchez, Director of Financial Services Eddie Houlihan, Director of Management and Budget Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Regional Local Services System/Local Public Health System (RLSS/LPHS) grant in the amount of $328,736.00, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide essential public health services for the contract period September 1, 2017, through August 31, 2019; and appropriating related program income in the estimated amount of $260,000.00 in the Health Grants Fund No. 1066. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: The City Manager or designee is authorized to execute all documents necessary to accept and appropriate a total grant amount of $328,736.00, from the Texas Department of State Health Services in the Health Grants Fund No. 1066, for the contract period of September 1, 2017, through August 31, 2019, to provide essential health services. Section 2: Authorizing the appropriation of an estimated $220,000.00, RLSS grant program income and estimated $40,000.00, RLSS grant program Medicaid income in the No. 1066 Health Grants Fund, for a total project cost of $588,736.00. Section 3: The City Manager or designee is authorized to execute any future amendments to the grant contract which extend the contract period or increase or decrease the amount of the grant. Section 4: A copy of the executed grants shall be filed in the office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta City Secretary Joe McComb Mayor DocuSlgn Envelope ID: AB3F9093.EDO2.4A72-11E98.6FF48E1 E8QB3 SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. 537-18-0210-00001 UNDER THE REGIONAL LOCAL SERVICES SYSTEM/LOCAL PUBLIC HEALTH SERVICES GRANT PROGRAM 1. PURPOSE The Department of State Health Services ("System Agency") pass-through entity and Corpus Christi-Nueces County Public Health District (City) ("Grantee") (each a "Party" and collectively the "Parties") enter into the following grant contract to provide funding for Local Public Health Services to improve or strengthen local public health infrastructure within the State of Texas (the "Contract"). 11. LEGAL AUTHORITY This Contract is authorized by and in compliance with the provisions of Texas Government Code Chapter 791. 111. DURATION The Contract is effective on September 1, 2017 and terminates on August 31, 2019, unless renewed or terminated pursuant to the terms and conditions of the Contract. The System Agency, at its own discretion, may extend this Contract subject to terms and conditions mutually agreeable to both Parties. IV. BUDGET The total amount of this Contract will not exceed THREE HUNDRED TWENTY-EIGHT THOUSAND SEVEN HUNDRED THIRTY-SIX DOLLARS (5328,736.00). All expenditures under the Contract will be in accordance with ATTACHMENT B, BUDGET. Funding for this Contract is dependent on State Appropriations and Federal Grant funds. No work may begin and no charges may be incurred until the System Agency issues a written notice to proceed to Grantee. This Notice to Proceed may include an Amended or Ratified Budget which will be incorporated into this Contract by a subsequent Amendment, as necessary. V. CONTRACT REPRESENTATIVES The following will act as the Representative authorized to administer activities under this Contract on behalf of their respective Party. System Al3ency Department of State Health Services System Agency Contract No. 537-18-0210-00001 Page 1 of 3 DowSign Envelope 10 A83F9093•ED02-4A72-11E93-6FF9SE,E80$3 1 100 West 49th Street, MC 1990 Austin, Texas 78756 Attention: Elma Medina elma.medina@dshs.state.tx.us Grantee Corpus Christi-Nueces County Public Health District (City) 1702 Home Road Corpus Christi, TX 78416 Attention: William Milan Uhlarik MBA, ARM williamu2@cctexas.com VI. LEGAL NOTICES Any legal notice required under this Contract shall be deemed delivered when deposited by the System Agency either in the United States mail, postage paid, certified, return receipt requested; or with a common carrier, overnight, signature required, to the appropriate address below: System Agency Department of State Health Services Attention: Lisa Hernandez 1100 W. 49th Street, MC 1911 Austin, TX 78756 Grantee Corpus Christi-Nueces County Public Health District (City) 1702 Horne Road Corpus Christi, TX 78416 Attention: Annette Rodriguez, MPH annetter@cctexas.com Notice given by Grantee will be deemed effective when received by the System Agency. Either Party may change its address for notice by written notice to the other Party. VH. ADDITIONAL GRANT INFORMATION Federal Award Identification Number (FAIN): 1NB01 OT009080-01-00 Federal Award Date: 10 1 2017 Name of Federal Awarding Agency: Centers for Disease Control and Prevention (CDC) CFDA Name and Number 93.758 Awarding Official Contact Information: Barbara (Rene) Benyard, CDFM, Grants Management Officer CDC, Office of Financial Resources, 2960 Brandywine Road, MS #-01, Atlanta, GA 30341 Telephone: 770-488-2757, rbenvard(cdc.nov DUNS: 69457786 SIGNATURE PAGE FOLLOWS System Agency Contract No. 537-18-0210-00001 Page 2 of 3 DocuSlgn Envelope ID A63F9093-ED02-4A72-8E98.6FF98E1E80B3 SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT No. 537-18-0210-00001 DEPARTMENT OF STATE HEALTH SERVICES GRANTEE David Gruber Name: Associate Commissioner Title_ Division for Regional and Local Health Date of execution Date of execution: THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT No. 537-18-0210-00001 ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A - ATTACHMENT B - ATTACHMENT C - ATTACHMENT D - ATTACHMENT E - ATTACHMENT F - ATTACHMENT G - ATTACHMENT H - STATEMENT OF WORK BUDGET UNIFORM TERMS AND CONDITIONS SUPPLEMENTAL & SPECIAL CONDITIONS GENERAL AFFIRMATIONS FEDERAL ASSURANCES AND CERTIFICATIONS FFATA DATA USE AGREEMENT Approved as to form: ,I$ alio Assn'ntCity 'tta''* For Attorney System Agency Contract No. 537-18-0210-00001 Page 3 of 3 DEPARTMENT OF STATE HEALTH SERVICES AMENDMENT No. 01 The Department of State Health Services ("DSHS") and Corpus Christi-Nueces County Public Health District (City) ("Contractor") agree to amend Contract No. 537-16-0118-00001 (Contract), which was effective on September I, 2015. This amendment will be denominated as Contract No. 537-16-0118-00001A. I. The Parties agree to amend Article 11. Term of the Contract to extend the end of the contract term to August 31, 2018. I1. The Parties agree to delete Article IV. Statement of Work, Section B. in its entirety, and replace it with the following: Contractor will search DSHS databases, locate data, and issue Certifications of Vital Records to authorized individuals requesting such data. The certifications will be in a format formally approved by DSHS. Contractor will take reasonable efforts to ensure use of the TER Remote System is not abused by its staff. Abuse of the access to confidential information in the TER Remote System may be cause for termination of this Contract in accordance with Section IX.K. 11I. The parties agree to delete Article IV. Statement of Work, Section H. in its entirety, and replace it with the following: The Parties are required to comply with all applicable state and federal laws relating to the privacy and confidentiality of this data and records, which includes Texas Government Code Section 552.115. IV. The parties agree to delete Article VIII. Representatives and replace with the following: The following will act as the Representative authorized to administer activities under this Contract on behalf of their respective Party. DSHS (Previous) DSHS (New) Texas Department of State Health Services Texas Department of State Health Services Contract Oversight and Support DCP/RLHS Contract Management Unit Attn: Princess Lindsay Attn: Lori Pate Mail Code 1326 Mail Code 1990 P.O. Box 149347 P.O. Box 149347 Austin, TX 78714-9347 Austin, TX 78714-9347 Phone: 512-776-3713 Phone: 512-776-7428 Email: Princess.Lindsav(Ddshs.state.tx.us Email: Lori.Pate a:dshs.state.tx.us 1 V. The parties agree to delete Article IX. General Terms and Conditions, Section C. Confidentiality, 1., and replace with the following: C. Confidentiality. 1. The parties are required to comply with all applicable state and federal laws relating to the privacy and confidentiality of patient and client records that contain Personal Identifying Information (P11) or Personally Sensitive Information (PSI) or other information or records made confidential by law, including Tex. Bus. & Comm. Code Section 52 1.002. To the extent the Parties execute, or have executed, a separate Data Use Agreement or other confidentiality agreement in compliance with the relevant statutes, that agreement will also apply to this Contract. VI. This Amendment No. 01 shall be effective as of the date last signed below. VII. Except as amended and modified by this Amendment No. 01, all terms and conditions of the Contract, as amended, shall remain in full force and effect. VIII. Any further revisions to the Contract shall be by written agreement of the Parties. SIGNATURE PAGE FOLLOWS 2 SIGNATURE PAGE FOR AMENDMENT No. 01 S CONTRACT No. 537-16-0118-00001A DEPARTI► OF ST TE HE TH CORPUS CHRISTI-NUECES COUNTY PUBLIC SERVIj HEALTH DISTRICT (CITY) By: Mike Maps Name: Assistant Deputy Co mission r Title:, mission Date of Execution: 3 Date of Execution: Apiroved as to form: Assis Cr►y �. ForC.tiAC.:0'y. Docuslgn Envelope ID: A63F9093•E002.4A72.6E:98-8FF98E1 E80a3 ATTACHMENT A STATEMENT OF WORK L GRANTEE RESPONSIBILITIES A. Grantee shall perform activities in support of the Preventive Health and Health Services Block Grant, Centers for Disease Control and Prevention (CDC). B. Grantee shall perform the activities required under this Contract in the following county: Nueces County. C. Grantee will work to improve or strengthen local public health infrastructure within the State of Texas by: 1. Developing objective(s) to address a public health issue; 2. Utilizing resources provided through this Contract to conduct activities and services that provide or support the delivery of essential public health services; 3. Assessing, monitoring, and evaluating the essential public health activities and services provided through this contract; and 4. Developing strategies to improve the delivery of essential public health service(s) to identified service area. D. Grantee will assess, monitor and evaluate the essential public health activities in accordance with the following standards: the National Public Health Performance Standards, approved by the Centers for Disease Control and Prevention Healthy People 2020 (Healthy People) related goals and objectives; System Agency programmatic grant guidance and performance standards relative to the Grantees identified scope of work; and federal, state or local laws or regulations governing the delivery of essential public health services. Other evaluation methods utilizing standards not listed in this Section must be pre -approved in writing by System Agency. E. Grantee shall implement its approved Project Service Delivery Plan (PSDP) contained in its FY2018/19 Local Public Health Services Application, which is incorporated herein by reference and made a part of this Contract as if fully set forth herein. The PSDP must include a description of the public health issue(s) or public health program to be addressed by RLSS/LPHS funded staff and measurable objective(s) and activities for addressing the issue. The PSDP must also describe a clear method for evaluating the services that will be provided, as well as recommendations or plans for improving essential public health services delivery based on the results of an evaluation. Any changes to the approved PSDP will require System Agency's written approval. F. Grantee shall submit quarterly and final performance reports that describe progress toward achieving the objectives contained in approved Grantee's PSDP and any written revisions. Grantee shall submit the performance reports by the end of the month following the end of each quarter, in a format to be provided by System Agency. Failure to submit a required report of additional requested information by the due date specified in this Contract or upon request constitutes breach of contract, may v. 11.15 2016 Papp 1 DocuSlgn Envalope ID. A63F9093-ED02-4A72-BE9B6FF48E1E80B3 ATTACHMENT A STATEMENT OF WORK result in delay payment, and may adversely affect evaluation of Grantee's future contracting opportunities with the department. Reports should be sent electronically to: LocalPHTearn@dshs.state.tx.us (The report attached to the electronic mail will be the authorized e -signature copy.) A copy of the report should be sent to the respective DSHS Health Service Region, Attention: Deputy Regional Director. G. Grantee will comply with all applicable regulations, standards, and guidelines in effect on the beginning date of this Contract and as amended. II. PERFORMANCE MEASURES The System Agency will monitor the Grantee's performance of the requirements in this Attachment A and compliance with the Contract's terms and conditions. III.INVOICE AND PAYMENT A. Grantee will request payments using the State of Texas Purchase Voucher (Form B- 13) at httpJ/www.System Agency.state.tx.us/arants /forms/b 13form.doc. Voucher and any supporting documentation will be mailed or submitted by fax or electronic mail to the address/number below. Department of state Health Services Claims Processing Unit, MC 1940 1 100 West 49th Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512) 458-7442 EMAIL: invoicesQdshs.state.tx.us B. Grantee will be paid on a monthly basis with acceptable supporting documentation for reimbursement of the required services/deliverables, and in accordance with the Budget in Attachment B of this Contract. C. System Agency reserves the right, where allowed by legal authority, to redirect funds in the event of financial shortfalls. System Agency will monitor Grantee's expenditures on a quarterly basis. If expenditures are below that projected in Grantee's total Contract amount, Grantee's budget may be subject to a decrease for the remainder of the Term of the Contract. Vacant positions existing after ninety days may result in a decrease in funds. v. 11.15 2016 Page 2 DocuSfgn Envelope ID A63F9o93-EDO2-4A72-8E98.6FF98E1E80$3 ATTACHMENT B Budget Budget Categories FY18 Budget Summary FY19 Budget Summary Personnel 5111,894.00 5111,894.00 Fringe Benefits 546,234.50 546,234.50 Travel $4,074.00 54,074.00 Equipment 50 50 Supplies $2,165.50 52,165.50 Contractual $0 $0 Other $0 $0 Sum of Direct Costs 5164,368.00 5I64,368.00 Indirect Costs 5 $ Sum of Total Direct Costs and Indirect Costs 5164,368.00 5164,368.00 Less Match (Cash or In -Kind) 50 50 TOTAL 5164,368.00 5164,368.00 System Agency Contract No. 537-18-0210-00001 v. 11.15 2016 Page 1 DowSign Envelope IO: A63F9093-ED02-4A72.8E98-6FF98E1EBOB3 HHSC Uniform Terms and Conditions Version 214 Published and Effective March 1, 2017 Responsible Office Chief Counsel TEXAS Health and Human Services Health and Human Services Commission HHSC Uniform Terms and Conditions - Grant Version 2.14 DocuSlgn Envelope ID. Afi3F8093-ED02-4A72-8E98-6FFNIE1 E8o63 TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 4 1.01 Definitions 4 1.02 Interpretive Provisions 5 ARTICLE II Payment Methods and Restrictions 6 2.01 Payment Methods 6 2.02 Final Billing Submission 6 2.03 Financial Status Reports (FSRs) 7 2.04 Debt to State and Corporate Status 7 2.05 Application of Payment Due 7 2.06 Use of Funds 7 2.07 Use for Match Prohibited 7 2.08 Program income 7 2.09 Nonsupplanting 8 ARTICLE III. STATE AND FEDERAL FUNDING 8 3.01 Funding 8 3.02 No debt Against the State 8 3.03 Debt to State 8 3.04 Recapture of Funds, 8 ARTICLE IV Allowable Costs and Audit Requirements 9 4.01 Allowable Costs. 9 4.02 Independent Single or Program -Specific Audit .. 10 4.03 Submission of Audit 10 Article V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 10 5.01 General Affirmations 10 5.02 Federal Assurances 10 5.03 Federal Certifications I0 ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 11 6.01 Ownership 11 6.02 Intellectual Property 11 ARTICLE VII RECORDS, AUDIT, AND DISCLOSURE 11 7.01 Books and Records 11 7.02 Access to records, books, and documents 11 +311? Grantee Uniform Terms and Conditions Page 2 of l9 DocuSagn Envelope ID. A83FDD93•EDD2-4A72.6E98-6FF9eE1Ee0B3 7.03 Response/compliance with audit or inspection findings 12 7.04 SAO Audit 17 7.05 Confidentiality 12 7.06 Public Information Act 12 ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 12 8.01 Contract Management 12 8.02 Termination for Convenience 13 8.03 Termination for Cause 13 8.04 Equitable Settlement 13 ARTICLE IX MISCELLANEOUS PROVISIONS 13 9.01 Amendment 13 9.02 Insurance 13 9.03 Legal Obligations 14 9.04 Permitting and Licensure 14 9.05 Indemnity 14 9.06 Assignments 15 9.07 Relationship of the Parties 15 9.08 Technical Guidance Letters 15 9.09 Governing Law and Venue 16 9.11 Survivability 16 9.12 Force Majeure 16 9.13 No Waiver of Provisions 16 9.14 Publicity 16 9.15 Prohibition on Non -compete Restrictions 17 9.16 No Waiver of Sovereign Immunity 17 9.17 Entire Contract and Modification 17 9.18 Counterparts 17 9.19 Proper Authority 17 9.20 Employment Verification 17 9.21 Civil Rights 17 1 L 1 7 Grantee Uniform Terms and Conditions Page 3of19 DocuSlgn Envelope ID: A63F91393•ED02.4A72-8E98.6FF86E1EBU83 ARTICLE I. DEFINITIONS AND INTERPRETIVE PROVISIONS 1.01 Definitions As used in this Contract, unless the context clearly indicates otherwise, the following terms and conditions have the meanings assigned below: "Amendment" means a written agreement, signed by the parties hereto, which documents changes to the Contract other than those permitted by Work Orders or Technical Guidance Letters, as herein defined. "Attachment" means documents, terms, conditions, or additional information physically added to this Contract following the Signature Document or included by reference, as if physically, within the body of this Contract. "Contract" means the Signature Document, these Uniform Terms and Conditions, along with any Attachments, and any Amendments, or Technical Guidance Letters that may be issued by the System Agency, to be incorporated by reference herein for all purposes if issued. "Deliverable" means the work product(s) required to be submitted to the System Agency including all reports and project documentation. "Effective Date" means the date agreed to by the Parties as the date on which the Contract takes effect. "System Agency" means HHSC or any of the agencies of the State of Texas that are overseen by HHSC under authority granted under State law and the officers, employees, and designees of those agencies. These agencies include: the Department of Aging and Disability Services, the Department of Family and Protective Services, and the Department of State Health Services. "Federal Fiscal Year" means the period beginning October 1 and ending September 30 each year, which is the annual accounting period for the United States government. "GAAP" means Generally Accepted Accounting Principles. "GASB" means the Governmental Accounting Standards Board. "Grantee" means the Party receiving funds under this Contract, if any. May also be referred to as "Contractor" in certain attachments. "Health and Human Services Commission" or "HHSC" means the administrative agency established under Chapter 531, Texas Government Code or its designee. "HUB" means Historically Underutilized Business, as defined by Chapter 2161 of the Texas Government Code. "intellectual Property" means inventions and business processes, whether or not patentable; works of authorship; trade secrets; trademarks; service marks; industrial designs; and creations v 3117 Grantee Uniform Terms and Conditions Page 4 01 19 DocuSlgn Envelope ID. A63F9093-ED02-4A72.8E98.6FF98E1EeoB3 that are subject to potential legal protection incorporated in any Deliverable and first created or developed by Grantee, Grantee's contractor or a subcontractor in performing the Project. "Mentor Protege" means the Comptroller of Public Accounts' leadership program found at: http./www.window.state.tx.us/procurement/prog/hub/mentorprotegel. "Parties" means the System Agency and Grantee, collectively. "Party" means either the System Agency or Grantee, individually. 'Program" means the statutorily authorized activities of the System Agency under which this Contract has been awarded. "Project" means specific activities of the Grantee that are supported by funds provided under this Contract. "Public Information Act" or "PIA" means Chapter 552 of the Texas Government Code. "Statement of Work" means the description of activities performed in completing the Project, as specified in the Contract and as may be amended. "Signature Document" means the document executed by both Parties that specifically sets forth all of the documents that constitute the Contract. "Solicitation or "RFA"" means the document issued by the System Agency under which applications for Program funds were requested, which is incorporated herein by reference for all purposes in its entirety, including all Amendments and Attachments. "Solicitation Response" or "Application" means Grantee's full and complete response to the Solicitation, which is incorporated herein by reference for all purposes in its entirety, including any Attachments and addenda. "State Fiscal Year" means the period beginning September 1 and ending August 31 each year, which is the annual accounting period for the State of Texas. "State of Texas Textravel" means Texas Administrative Code, Title 34, Part 1, Chapter 5, Subchapter C, Section 5.22, relative to travel reimbursements under this Contract, if any. "Technical Guidance Letter" or "TGL" means an instruction, clarification, or interpretation of the requirements of the Contract, issued by the System Agency to the Grantee. 1.42 Interpretive Provisions a. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. b. The words "hereof," "herein," "hereunder," and similar words refer to this Contract as a whole and not to any particular provision, section, Attachment, or schedule of this Contract unless otherwise specified. c. The term "including" is not limiting and means "including without limitation" and, unless otherwise expressly provided in this Contract, (i) references to contracts (including this Contract) and other contractual instruments shall be deemed to include all subsequent v 3117 Grantee Uniform Terms and Conditions Page 5of19 DacuSlgn Envelope ID: A63F9093-E002-4A72-8E98.6FF99E1ESOB3 Amendments and other modifications thereto, but only to the extent that such Amendments and other modifications are not prohibited by the terms of this Contract, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation. d. Any references to "sections," "appendices," or "attachments" are references to sections, appendices, or attachments of the Contract. e. Any references to agreements, contracts, statutes, or administrative rules or regulations in the Contract are references to these documents as amended, modified, or supplemented from time to time during the term of the Contract. f. The captions and headings of this Contract are for convenience of reference only and do not affect the interpretation of this Contract. g. All Attachments within this Contract, including those incorporated by reference, and any Amendments are considered part of the terms of this Contract. h. This Contract may use several different limitations, regulations, or policies to regulate the same or similar matters. All such limitations, regulations, and policies are cumulative and each will be performed in accordance with its terms. i. Unless otherwise expressly provided, reference to any action of the System Agency or by the System Agency by way of consent, approval, or waiver will be deemed modified by the phrase "in its sole discretion." j. Time is of the essence in this Contract. ARTICLE II PAYMENT METHODS AND RESTRICTIONS 2.01 Payment Methods Except as otherwise provided by the provisions of the Contract, the payment method will be one or more of the following: a. cost reimbursement. This payment method is based on an approved budget and submission of a request for reimbursement of expenses Grantee has incurred at the time of the request; b. unit rate/fee-for-service. This payment method is based on a fixed price or a specified rate(s) or fee(s) for delivery of a specified unit(s) of service and acceptable submission of all required documentation, forms and/or reports; or c. advance payment. This payment method is based on disbursal of the minimum necessary funds to carry out the Program or Project where the Grantee has implemented appropriate safeguards. This payment method will only be utilized in accordance with governing law and at the sole discretion of the System Agency. Grantees shall bill the System Agency in accordance with the Contract. Unless otherwise specified in the Contract, Grantee shall submit requests for reimbursement or payment monthly by the last business day of the month following the month in which expenses were incurred or services provided. Grantee shall maintain all documentation that substantiates invoices and make the documentation available to the System Agency upon request. 2.02 Final Billing Submission Unless otherwise provided by the System Agency, Grantee shall submit a reimbursement or payment request as a final close-out invoice not later than forty-five (45) calendar days following v 3 i 17 Grantee Uniform Terms and Conditions Page 6 of 19 DoeuSlgn Envelope ID: A63F9093-Et]02-4A72-03E813-6FF99E1E6o83 the end of the term of the Contract. Reimbursement or payment requests received in the System Agency's offices more than forty-five (45) calendar days following the termination of the Contract may not be paid. 2.03 Financial Status Reports (FSRs) Except as otherwise provided in these General Provisions or in the terms of any Program Attachment(s) that is incorporated into the Contract, for contracts with categorical budgets, Grantee shall submit quarterly FSRs to Accounts Payable by the last business day of the month following the end of each quarter of the Program Attachment term for System Agency review and financial assessment. Grantee shall submit the final FSR no later than forty-five (45) calendar days following the end of the applicable term. 2.04 Debt to State and Corporate Status Pursuant to Tex. Gov. Code § 403.055, the Department will not approve and the State Comptroller will not issue payment to Grantee if Grantee is indebted to the State for any reason, including a tax delinquency. Grantee, if a corporation, certifies by execution of this Contract that it is current and will remain current in its payment of franchise taxes to the State of Texas or that it is exempt from payment of franchise taxes under Texas law (Tex. Tax Code §§ 171.001 et seq.). If tax payments become delinquent during the Contract term, all or part of the payments under this Contract may be withheld until Grantee's delinquent tax is paid in full. 2.05 Application of Payment Due Grantee agrees that any payments due under this Contract will be applied towards any debt of Grantee, including but not limited to delinquent taxes and child support that is owed to the State of Texas. 2.06 Use of Funds Grantee shall expend funds provided under this Contract only for the provision of approved services and for reasonable and allowable expenses directly related to those services. 2.07 Use for Match Prohibited Grantee shall not use funds provided under this Contract for matching purposes in securing other funding without the written approval of the System Agency. 2.08 Program Income Income directly generated from funds provided under this Contract or earned only as a result of such funds is Program income. Unless otherwise required under the Program, Grantee shall use the addition alternative, as provided in UGMS § .25(g)(2), for the use of Project income to further the Program, and Grantee shall spend the Program Income on the Project. Grantee shall identify and report this income in accordance with the Contract, applicable law, and any programmatic guidance. Grantee shall expend Program Income during the Contract term and may not carry Program Income forward to any succeeding term. Grantee shall refund program income to the System Agency if the Program Income is not expended in the term in which it is earned. The System Agency may base future funding levels, in part, upon Grantee's proficiency in identifying, billing, collecting, and reporting Program Income, and in using it for the purposes and under the conditions specified in this Contract. v 3117 Grantee Uniform Terms and Conditions Page 7 01'19 DocuSign Envelope ID. A83F9093-ED02-4A72-8E98.9FF98EIEBOB3 2.09 Nonsupplanting Grantee shall not use funds from this Contract to replace or substitute for existing funding from other but shall use funds from this Contract to supplement existing state or local funds currently available. Grantee shall make a good faith effort to maintain its current level of support. Grantee may be required to submit documentation substantiating that a reduction in state or local funding, if any, resulted for reasons other than receipt or expected receipt of funding under this Contract. ARTICLE [II. STATE AND FEDERAL FUNDING 3.01 Funding This Contract is contingent upon the availability of sufficient and adequate funds. If funds become unavailable through lack of appropriations, budget cuts, transfer of funds between programs or agencies, amendment of the Texas General Appropriations Act, agency consolidation, or any other disruptions of current funding for this Contract, the System Agency may restrict, reduce, or terminate funding under this Contract. This Contract is also subject to immediate cancellation or termination, without penalty to the System Agency, if sufficient and adequate funds are not available. Grantee will have no right of action against the System Agency if the System Agency cannot perform its obligations under this Contract as a result of lack of funding for any activities or functions contained within the scope of this Contract. In the event of cancellation or termination under this Section, the System Agency will not be required to give notice and will not be liable for any damages or losses caused or associated with such termination or cancellation. 3.02 No debt Against the State The Contract will not be construed as creating any debt by or on behalf of the State of Texas. 3.03 Debt to State If a payment law prohibits the Texas Comptroller of Public Accounts from making a payment, the Grantee acknowledges the System Agency's payments under the Contract will be applied toward eliminating the debt or delinquency. This requirement specifically applies to any debt or delinquency, regardless of when it arises. 3.04 Recapture of Funds The System Agency may withhold all or part of any payments to Grantee to offset overpayments made to the Grantee. Overpayments as used in this Section include payments (i) made by the System Agency that exceed the maximum allowable rates; (ii) that are not allowed under applicable laws, rules, or regulations; or (iii) that are otherwise inconsistent with this Contract, including any unapproved expenditures. Grantee understands and agrees that it will be liable to the System Agency for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Contract. Grantee further understands and agrees that reimbursement of such disallowed costs will be paid by Grantee from funds which were not provided or otherwise made available to Grantee under this Contract. , 31 17 Grantee Uniform Terms and Conditions Page 8 of 19 DacuSlpn Envelope ID: AB3F9[]93-E002-4A72-8E98-BFF99E1E80B3 ARTICLE IV ALLOWABLE COSTS AND AUDIT REQUIREMENTS 4.01 Allowable Costs. System Agency will reimburse the allowable costs incurred in performing the Project that are sufficiently documented. Grantee must have incurred a cost prior to claiming reimbursement and within the applicable term to be eligible for reimbursement under this Contract. The System Agency will determine whether costs submitted by Grantee are allowable and eligible for reimbursement. If the System Agency has paid funds to Grantee for unallowable or ineligible costs, the System Agency will notify Grantee in writing, and Grantee shall return the funds to the System Agency within thirty (30) calendar days of the date of this written notice. The System Agency may withhold all or part of any payments to Grantee to offset reimbursement for any unallowable or ineligible expenditure that Grantee has not refunded to the System Agency, or if financial status report(s) required under the Financial Status Reports section are not submitted by the due date(s). The System Agency may take repayment (recoup) from funds available under this Contract in amounts necessary to fulfill Grantee's repayment obligations. Applicable cost principles, audit requirements, and administrative requirements include - Applicable Entity Applicable Cost Principles Audit Requirements Administrative Requirements State, Local and Tribal Governments 2 CFR, Part 225 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Educational Institutions 2 CFR, Part 220 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS Non -Profit Organizations 2 CFR, Part 230 2 CFR Part 200, Subpart F and UGMS 2 CFR Part 200 and UGMS For-profit Organization other than a hospital and an organization named in OMB Circular A-122 (2 CFR Part, 230) as not subject to that circular. 48 CFR Part 31, Contract Cost Principles Procedures, or uniform cost accounting standards that comply with cost principles acceptable to the federal or state awarding agency 2 CFR Part 200, Subpart F and UGMS 2 CFR. Part 200 and UGMS v 3117 Grantee Uniform Terms and Conditions Page 9of19 DoneSign Envelope ID A63F9O93-ED02-4A72-9E98-13FF98E1E8083 OMB Circulars will be applied with the modifications prescribed by UGMS with effect given to whichever provision imposes the more stringent requirement in the event of a conflict. 4.02 Independent Single or Program -Specific Audit If Grantee, within Grantee's fiscal year, expends a total amount of at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS (5750,000) in federal funds awarded, Grantee shall have a single audit or program -specific audit in accordance with 2 CFR 200. The 5750,000 federal threshold amount includes federal funds passed through by way of state agency awards. If Grantee, within Grantee's fiscal year, expends a total amount of at least $750,000 in state funds awarded, Grantee must have a single audit or program -specific audit in accordance with UGMS, State of Texas Single Audit Circular. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and UGMS. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or UGMS, as applicable, for their program -specific audits. HHSC Single Audit Services will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the Single Audit Determination Form within thirty (30) calendar days after notification by HHSC Single Audit Services to do so, Grantee shall be subject to the System Agency sanctions and remedies for non-compliance with this Contract. Each Grantee that is required to obtain a single audit must competitively re - procure single audit services once every six years. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS. 4.03 Submission of Audit Due the earlier of 30 days after receipt of the independent certified public accountant's report or nine months after the end of the fiscal year, Grantee shall submit electronically, one copy of the Single Audit or Program -Specific Audit to the System Agency as directed in this Contract and another copy to: single_audit_report@hhsc.state.tx.us ARTICLE V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.01 General Affirmations Grantee certifies that, to the extent General Affirmations are incorporated into the Contract under the Signature Document, the General Affirmations have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.02 Federal Assurances Grantee further certifies that, to the extent Federal Assurances are incorporated into the Contract under the Signature Document, the Federal Assurances have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.03 Federal Certifications Grantee further certifies, to the extent Federal Certifications are incorporated into the Contract under the Signature Document, that the Federal Certifications have been reviewed, and that Grantee is in compliance with each of the requirements reflected therein. In addition, Grantee certifies that it is in compliance with all applicable federal laws, rules, or regulations, as they may pertain to this Contract. 31 7 Grantee Uniform Terms and Conditions Page Io of 19 DocuSlgn Envelope ID; A63F9093-EDO2.4A72.aE98.6FF9BEIE80B3 ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 6.01 Ownership The System Agency will own, and Grantee hereby assigns to the System Agency, all right, title, and interest in all Deliverables. 6.02 Intellectual Property a. The System Agency and Grantee will retain ownership, all rights, title, and interest in and to, their respective pre-existing Intellectual Property. A license to either Party's pre-existing Intellectual Property must be agreed to under this or another contract. b. Grantee grants to the System Agency and the State of Texas a royalty -free, paid up, worldwide, perpetual, non-exclusive, non -transferable license to use any Intellectual Property invented or created by Grantee, Grantee's contractor, or a subcontractor in the performance of the Project. Grantee will require its contractors to grant such a license under its contracts. ARTICLE VII RECORDS, AUDIT, AND DISCLOSURE 7.01 Books and Records Grantee will keep and maintain under GAAP or GASB, as applicable, full, true, and complete records necessary to fully disclose to the System Agency, the Texas State Auditor's Office, the United States Government, and their authorized representatives sufficient information to determine compliance with the terms and conditions of this Contract and all state and federal rules, regulations, and statutes. Unless otherwise specified in this Contract, Grantee will maintain legible copies of this Contract and all related documents for a minimum of seven (7) years after the termination of the contract period or seven (7) years after the completion of any litigation or dispute involving the Contract, whichever is later. 7.02 Access to records, books, and documents In addition to any right of access arising by operation of law, Grantee and any of Grantee's affiliate or subsidiary organizations, or Subcontractors will permit the System Agency or any of its duly authorized representatives, as well as duly authorized federal, state or local authorities, unrestricted access to and the right to examine any site where business is conducted or Services are performed, and all records, which includes but is not limited to financial, client and patient records, books, papers or documents related to this Contract. If the Contract includes federal funds, federal agencies that will have a right of access to records as described in this section include: the federal agency providing the funds, the Comptroller General of the United States, the General Accounting Office, the Office of the Inspector General, and any of their authorized representatives. In addition, agencies of the State of Texas that will have a right of access to records as described in this section include: the System Agency, HHSC, HHSC's contracted examiners, the State Auditor's Office, the Texas Attorney General's Office, and any successor agencies. Each of these entities may be a duly authorized authority. If deemed necessary by the System Agency or any duly authorized authority, for the purpose of investigation or hearing, Grantee will produce original documents related to this Contract. The System Agency and any duly authorized authority will have the right to audit billings both before and after payment, and all documentation that substantiates the billings. Grantee will include this provision concerning v 3117 Grantee Uniform Terms and Conditions Page 11 01'19 DocuSlgn Envelope ID A 3F9093.ED02.4A72.8E98•3FF98E1E8o93 the right of access to, and examination of, sites and information related to this Contract in any Subcontract it awards. 7.03 Response/compliance with audit or inspection findings a. Grantee must act to ensure its and its Subcontractor's compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, or inspection of the Contract and the goods or services provided hereunder. Any such correction will be at Grantee or its Subcontractor's sole expense. Whether Grantee's action corrects the noncompliance will be solely the decision of the System Agency. b. As part of the Services, Grantee must provide to HHSC upon request a copy of those portions of Grantee's and its Subcontractors' internal audit reports relating to the Services and Deliverables provided to the State under the Contract. 7.04 SAO Audit Grantee understands that acceptance of funds directly under the Contract or indirectly through a Subcontract under the Contract acts as acceptance of the authority of the State Auditor's Office (SAO), or any successor agency, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the SAO must provide the SAO with access to any information the SAO considers relevant to the investigation or audit. Grantee agrees to cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records requested. Grantee will ensure that this clause concerning the authority to audit funds received indirectly by Subcontractors through Grantee and the requirement to cooperate is included in any Subcontract it awards. 7.05 Confidentiality Any specific confidentiality agreement between the Parties takes precedent over the terms of this section. To the extent permitted by law, Grantee agrees to keep all information confidential, in whatever form produced, prepared, observed, or received by Grantee. The provisions of this section remain in full force and effect following termination or cessation of the services performed under this Contract. 7.06 Public Information Act Information related to the performance of this Contract may be subject to the PIA and will be withheld from public disclosure or released only in accordance therewith. Grantee must make all information not otherwise excepted from disclosure under the PIA available in portable document file (".pdf") format or any other format agreed between the Parties. ARTICLE VIII CONTRACT MANAGEMENT AND EARLY TERMINATION 8.01 Contract Management To ensure full performance of the Contract and compliance with applicable law, the System Agency may take actions including: a. Suspending all or part of the Contract; Grantee Uniform Terms and Conditions Page 12 of 19 v3I17 DocuSiyn Envelope ID: A83F9093.Et)02.4A72.8E98.8FF98EIEHOB3 b. Requiring the Grantee to take specific corrective actions in order to remain in compliance with term of the Contract; c. Recouping payments made to the Grantee found to be in error, d. Suspending, limiting, or placing conditions on the continued performance of the Project; e. Imposing any other remedies authorized under this Contract; and f. Imposing any other remedies, sanctions or penalties permitted by federal or state statute, law, regulation, or rule. 8.02 Termination for Convenience The System Agency may terminate the Contract at any time when, in its sole discretion, the System Agency determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in HHSC's notice of termination. 8.03 Termination for Cause Except as otherwise provided by the U.S. Bankruptcy Code, or any successor law, the System Agency may terminate the Contract, in whole or in part, upon either of the following conditions: a. Material Breach The System Agency will have the right to terminate the Contract in whole or in part if the System Agency determines, at its sole discretion, that Grantee has materially breached the Contract or has failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction and Such violation prevents or substantially impairs performance of Grantee's duties under the Contract. Grantee's misrepresentation in any aspect of Grantee's Solicitation Response, if any or Grantee's addition to the Excluded Parties List System (EPLS) will also constitute a material breach of the Contract. b. Failure to Maintain Financial Viability The System Agency may terminate the Contract if, in its sole discretion, the System Agency has a good faith belief that Grantee no longer maintains the financial viability required to complete the Services and Deliverables, or otherwise fully perform its responsibilities under the Contract. 8.04 Equitable Settlement Any early termination under this Article will be subject to the equitable settlement of the respective interests of the Parties up to the date of termination. ARTICLE IX MISCELLANEOUS PROVISIONS 9.01 Amendment The Contract may only be amended by an Amendment executed by both Parties. 9.02 Insurance Unless otherwise specified in this Contract, Grantee will acquire and maintain, for the duration of this Contract, insurance coverage necessary to ensure proper fulfillment of this Contract and potential liabilities thereunder with financially sound and reputable insurers licensed by the Texas Department of Insurance, in the type and amount customarily carried within the industry as determined by the System Agency. Grantee will provide evidence of insurance as required v 3 1 17 Grantee Uniform Terms and Conditions Page 13of19 DocuSign Envelope ID A83F9093-ED02-4A72.8E98- FF68E1E8oB3 under this Contract, including a schedule of coverage or underwriter's schedules establishing to the satisfaction of the System Agency the nature and extent of coverage granted by each such policy, upon request by the System Agency. In the event that any policy is determined by the System Agency to be deficient to comply with the terms of this Contract, Grantee will secure such additional policies or coverage as the System Agency may reasonably request or that are required by law or regulation. If coverage expires during the term of this Contract, Grantee must produce renewal certificates for each type of coverage. These and all other insurance requirements under the Contract apply to both Grantee and its Subcontractors, if any. Grantee is responsible for ensuring its Subcontractors' compliance with all requirements. 9.03 Legal Obligations Grantee will comply with all applicable federal, state, and local laws, ordinances, and regulations, including all federal and state accessibility Taws relating to direct and indirect use of information and communication technology. Grantee will be deemed to have knowledge of all applicable laws and regulations and be deemed to understand them. In addition to any other act or omission that may constitute a material breach of the Contract, failure to comply with this Section may also be a material breach of the Contract. 9.04 Permitting and Licensure At Grantee's sole expense, Grantee will procure and maintain for the duration of this Contract any state, county, city, or federal license, authorization, insurance, waiver, permit, qualification or certification required by statute, ordinance, law, or regulation to be held by Grantee to provide the goods or Services required by this Contract. Grantee will be responsible for payment of all taxes, assessments, fees, premiums, permits, and licenses required by law. Grantee agrees to be responsible for payment of any such government obligations not paid by its contactors or subcontractors during performance of this Contract. 9.05 Indemnity To THE EXTENT ALLOWED BY LAW, GRANTEE WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS AND ITS OFFICERS AND EMPLOYEES, AND THE SYSTEM AGENCY AND ITS OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL CLAIMS, ACTIONS, SUITS, DEMANDS, PROCEEDINGS, COSTS, DAMAGES, AND LIABILITIES, INCLUDING ATTORNEYS' FEES AND COURT COSTS ARISING OUT OF, OR CONNECTED WITH, OR RESULTING FROM: a. GRANTEE'S PERFORMANCE OF THE CONTRACT, INCLUDING ANY NEGLIGENT ACTS OR OMISSIONS OF GRANTEE, OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR b. ANY BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD, RULE, OR BREACH OF CONTRACT BY GRANTEE, ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF GRANTEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF GRANTEE, IN THE EXECUTION OR PERFORMANCE OF THIS CONTRACT; OR c. EMPLOYMENT OR ALLEGED EMPLOYMENT, INCLUDING CLAIMS OF DISCRIMINATION AGAINST GRANTEE, ITS OFFICERS, OR ITS AGENTS; OR Grantee Uniform Terms and Conditions Page Int of 19 v 3117 bocuSign Envelope ID. A133F9o93.ED02-4A72-8E98-8FF98E1EBOB3 d. WORK UNDER THIS CONTRACT THAT INFRINGES OR MISAPPROPRIATES ANY RIGHT OF ANY THIRD PERSON OR ENTITY BASED ON COPYRIGHT, PATENT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS. GRANTEE WILL COORDINATE ITS DEFENSE WITH THE SYSTEM AGENCY AND ITS COUNSEL. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING SOLELY FROM THE GROSS NEGLIGENCE OF THE SYSTEM AGENCY OR ITS EMPLOYEES. THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS CONTRACT. 9.06 Assignments Grantee may not assign all or any portion of its rights under, interests in, or duties required under this Contract without prior written consent of the System Agency, which may be withheld or granted at the sole discretion of the System Agency. Except where otherwise agreed in writing by the System Agency, assignment will not release Grantee from its obligations under the Contract. Grantee understands and agrees the System Agency may in one or more transactions assign, pledge, or transfer the Contract. This assignment will only be made to another State agency or a non -state agency that is contracted to perform agency support. 9.07 Relationship of the Parties Grantee is, and will be, an independent contractor and, subject only to the terms of this Contract, will have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Contract. Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal -agent, or to otherwise create for the System Agency any liability whatsoever with respect to the indebtedness, liabilities, and obligations of Grantee or any other Party. Grantee will be solely responsible for, and the System Agency will have no obligation with respect to: a. Payment of Grantee's employees for all Services performed; b. Ensuring each of its employees, agents, or Subcontractors who provide Services or Deliverables under the Contract are properly licensed, certified, or have proper permits to perform any activity related to the Work; c. Withholding of income taxes, FICA, or any other taxes or fees; d. Industrial or workers' compensation insurance coverage; e. Participation in any group insurance plans available to employees of the State of Texas; f. Participation or contributions by the State to the State Employees Retirement System; g. Accumulation of vacation leave or sick leave; or h. Unemployment compensation coverage provided by the State. 9.08 Technical Guidance Letters In the sole discretion of the System Agency, and in conformance with federal and state law, the System Agency may issue instructions, clarifications, or interpretations as may be required during Work performance in the form of a Technical Guidance Letter. A TGL must be in v 3117 Grantee Uniform Terms and Conditions Page 15 of 19 DocuSipn Envelope ID: A83F9093•ED02.4A72.8E98-6FF98E1E8Ofl3 writing. and may be delivered by regular mail, electronic mail. or facsimile transmission. Any TGL issued by the System Agency will be incorporated into the Contract by reference herein for all purposes when it is issued. 9.09 Governing Law and Venue This Contract and the rights and obligations of the Parties hereto will be governed by, and construed according to, the laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit brought under this Contract will be in a court of competent jurisdiction in Travis County, Texas unless otherwise elected by the System Agency. Grantee irrevocably waives any objection, including any objection to personal jurisdiction or the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Contract or any document related hereto. 9.10 Severability If any provision contained in this Contract is held to be unenforceable by a court of law or equity, this Contract will be construed as if such provision did not exist and the non - enforceability of such provision will not be held to render any other provision or provisions of this Contract unenforceable. 9.11 Survivability Termination or expiration of this Contract or a Contract for any reason will not release either party from any liabilities or obligations in this Contract that the parties have expressly agreed will survive any such termination or expiration, remain to be performed, or by their nature would be intended to be applicable following any such termination or expiration, including maintaining confidentiality of information and records retention. 9.12 Force Majeure Except with respect to the obligation of payments under this Contract, if either of the Parties, after a good faith effort, is prevented from complying with any express or implied covenant of this Contract by reason of war; terrorism; rebellion; riots; strikes; acts of God; any valid order, rule, or regulation of governmental authority; or similar events that are beyond the control of the affected Party (collectively referred to as a "Force Majeure"), then, while so prevented, the affected Party's obligation to comply with such covenant will be suspended, and the affected Party will not be liable for damages for failure to comply with such covenant. In any such event, the Party claiming Force Majeure will promptly notify the other Party of the Force Majeure event in writing and, if possible, such notice will set forth the extent and duration thereof. 9.13 No Waiver of Provisions Neither failure to enforce any provision of this Contract nor payment for services provided under it constitute waiver of any provision of the Contract. 9.14 Publicity Except as provided in the paragraph below, Grantee must not use the name of, or directly or indirectly refer to, the System Agency, the State of Texas, or any other State agency in any media release, public announcement, or public disclosure relating to the Contract or its subject v 3117 Grantee Uniform Terms and Conditions Page 16 of 19 DocuSign Envelope ID: A83F9093-ED02-4A72-8E98.6FFGBE1E8OB3 matter, including in any promotional or marketing materials, customer lists, or business presentations. Grantee may publish, at its sole expense, results of Grantee performance under the Contract with the System Agency's prior review and approval, which the System Agency may exercise at its sole discretion. Any publication (written, visual, or sound) will acknowledge the support received from the System Agency and any Federal agency, as appropriate. 9.15 Prohibition on Non -compete Restrictions Grantee will not require any employees or Subcontractors to agree to any conditions, such as non -compete clauses or other contractual arrangements that would limit or restrict such persons or entities from employment or contracting with the State of Texas. 9.16 No Waiver of Sovereign Immunity Nothing in the Contract will be construed as a waiver of sovereign immunity by the System Agency. 9.17 Entire Contract and Modification The Contract constitutes the entire agreement of the Parties and is intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Any additional or conflicting terms in any future document incorporated into the Contract will be harmonized with this Contract to the extent possible by the System Agency. 9.18 Counterparts This Contract may be executed in any number of counterparts, each of which will be an original, and all such counterparts will together constitute but one and the same Contract. 9.19 Proper Authority Each Party hereto represents and warrants that the person executing this Contract on its behalf has full power and authority to enter into this Contract. Any Services or Work performed by Grantee before this Contract is effective or after it ceases to be effective are performed at the sole risk of Grantee with respect to compensation. 9.20 Employment Verification Grantee will confirm the eligibility of all persons employed during the contract term to perform duties within Texas and all persons, including subcontractors, assigned by the contractor to perform work pursuant to the Contract. 9.21 Civil Rights a. Grantee agrees to comply with state and federal anti -discrimination laws, including: 1. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d el seq.); 2. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794); 3. Americans with Disabilities Act of 1990 (42 U.S.C. §12101 et seq.); 4. Age Discrimination Act of 1975 (42 U.S.C. §§6I01-6107); 5. Title IX of the Education Amendments of 1972 (20 U.S.C. §§1681-1688); 6. Food and Nutrition Act of 2008 (7 U.S.C. §2011 e1 seq.); and v 3117 Grantee Uniform Terms and Conditions Page 17 of 19 DocuSlgn Envelope ID. A63F9093-E002.4A72.8E98-6FF98E15.80a3 7. The System Agency's administrative rules, as set forth in the Texas Administrative Code, to the extent applicable to this Agreement, Grantee agrees to comply with alI amendments to the above -referenced laws, and all requirements imposed by the regulations issued pursuant to these laws. These laws provide in part that no persons in the United States may, on the grounds of race, color, national origin, sex, age, disability, political beliefs, or religion, be excluded from participation in or denied any aid, care, service or other benefits provided by Federal or State funding, or otherwise be subjected to discrimination. b. Grantee agrees to comply with Title VI of the Civil Rights Act of 1964, and its implementing regulations at 45 C.F.R. Part 80 or 7 C.F.R. Part 15, prohibiting a contractor from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities on the basis of national origin. State and federal civil rights laws require contractors to provide alternative methods for ensuring access to services for applicants and recipients who cannot express themselves fluently in English. Grantee agrees to take reasonable steps to provide services and information, both orally and in writing, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can have meaningful access to programs, benefits, and activities. c. Grantee agrees to post applicable civil rights posters in areas open to the public informing clients of their civil rights and including contact information for the HHS Civil Rights Office. The posters are available on the HHS website at: httpi//hhscx.hhsc.texas.sov/system-support- services/civil-rights/oublications d. Grantee agrees to comply with Executive Order 13279, and its implementing regulations at 45 C.F.R. Part 87 or 7 C.F.R. Part 16. These provide in part that any organization that participates in programs funded by direct financial assistance from the United States Department of Agriculture or the United States Department of Health and Human Services shall not discriminate against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. e. Upon request, Grantee will provide HHSC Civil Rights Office with copies of all of the Grantee's civil rights policies and procedures. f. Grantee must notify HHSC's Civil Rights Office of any civil rights complaints received relating to its performance under this Agreement. This notice must be delivered no more than ten (10) calendar days after receipt of a complaint.. Notice provided pursuant to this section must be directed to: HHSC Civil Rights Office 701 W. 51n Street, Mail Code W206 Austin, Texas 78751 Phone Toll Free: (888) 388-6332 Phone: (512) 438-4313 3I 17 Grantee Uniform Terms and Conditions Page 18 (11'19 DacuSfgn Envelope ID: A63F9093.EDo2-4A72.8E98-6FF98E1E80133 TTY Toll Free: (877) 432-7232 Fax: (512) 438-5885. va 1,17 Grantee Uniform Terms and Conditions Pap 19o119 DocuSign Envelope ID: A83F9093•ED42.4A72-8E98-6FF98E1E5093 ATTACHMENT D SUPPLEMENTAL AND SPECIAL CONDITIONS Supplemental Conditions THE FOLLOWING SUPPLEMENTAL CONDITIONS APPLY TO THIS CONTRACT AND MODIFY THE HHS UNIFORM TERMS AND CONDITIONS A. Section 9.02 Insurance is deleted in its entirety and replaced with the following: Section 9.02 Insurance Pursuant to Chapter 2259 of the Texas Government Code entitled, "Self -Insurance by Governmental Unity," each Party is self-insured and, therefore, is not required to purchase insurance. B. Section 9.05, Indemnity, is hereby amended by adding the following: System Agency acknowledges that Grantee has been organized pursuant to the Constitution and laws of the State of Texas, possesses certain rights and privileges, is subject to certain limitations and restrictions, and only has such authority as is granted to it under the Constitution and laws of the State of Texas. No provision of this Contract extends Grantee's liability beyond the liability or authority provided in the Constitution and the laws of the State of Texas. SPECIAL CONDITIONS SECTION 1.01 NOTICE OF CONTRACT ACTION Grantee shall notify the assigned contract manager if Grantee has had any contract suspended or terminated for cause by any local, state or federal department or agency or nonprofit entity within five days of becoming aware of the action and include the following: a. Reason for such action; b. Name and contact information of the local, state or federal department or agency or entity; c. Date of the contract; d. Date of suspension or termination; and e. Contract or case reference number. SECTION 1.02 NOTICE OF BANKRUPTCY Grantee shall notify in writing to the assigned contract manager of its plan to seek bankruptcy protection within five days of such action by Grantee. SECTION L03 NOTICE OF CRIMINAL ACTIVITY AND DISCIPLINARY ACTIONS a Grantee shall immediately report in writing to the assigned contract manager when Grantee has knowledge or any reason to believe that they or any person with v. 11.15.2016 Page 1 DowSign Envelope ID A63F9093•ED024AT2.8E99-BFF8BE1Ea0B3 ownership or controlling interest in the organization/business, or their agent, employee, contractor or volunteer that is providing services under this Contract has: I. Engaged in any activity that could constitute a criminal offense equal to or greater than a Class A misdemeanor or grounds for disciplinary action by a state or federal regulatory authority; or 2. Been placed on community supervision, received deferred adjudication, or been indicted for or convicted of a criminal offense relating to involvement in any financial matter, federal or state program or felony sex crime. b. Grantee shall not permit any person who engaged, or was alleged to have engaged, in any activity subject to reporting under this section to perform direct client services or have direct contact with clients, unless otherwise directed in writing by the System Agency. SECTION 1.114 GRANTEE'S NOTIFICATION OF CHANGE OF CONTACT PERSON OR KEY PERSONNEL The Grantee shall notify in writing the assigned contract manager within ten days of any change to the Grantee's Contact Person or Key Personnel. SECTION 1.05 DISASTER SERVICES_ In the event of a local, state, or federal emergency, including natural, man- made, criminal, terrorist, and/or bioterrorism events, declared as a state disaster by the Governor, or a federal disaster by the appropriate federal official, Grantee may be called upon to assist the System Agency in providing the following services: a. Health and medical assistance; b. Assessment of health and medical needs; c. Health surveillance; d. Medical care personnel; e. Health and medical equipment and supplies; f. Patient or community evacuation; g. In-hospital care and hospital facility status; h. Food, drug and medical device safety; i. Worker health and safety; j. Mental health and substance abuse; k. Public health information; 1. Vector control and veterinary services; and m. Victim identification and mortuary services. The Grantee has the authority to utilize approximately 5°•n of staffs time supporting this contract for response efforts. DSHS shall reimburse Contractor up to 5% of this contract funded by Center for Disease Control and Prevention (CDC) for personnel costs responding to an emergency event. Grantee shall maintain records to document the time spent on response efforts for auditing purposes. Allowable activities also include participation of drills and exercises in the pre -event time period. Grantee shall notify the assigned contract manager in writing when this provision is implemented. v. 11.15.2016 Page 2 nocuSign Envelope In• A63F9093-E1 2-4A72-8E98.8FF98E1E8083 SECTION 1.06 INTERIM EXTENSION AMENDMENT a. Prior to or on the expiration date of this Contract, the Parties agree that this Contract can be extended as provided under this Section. b. The System Agency shall provide written notice of interim extension amendment to the Grantee under one of the following circumstances: 1. Continue provision of services in response to a disaster declared by the governor; or 2. To ensure that services are provided to clients without interruption. c. The System Agency will provide written notice of the interim extension amendment that specifies the reason for it and period of time for the extension. d. Grantee will provide and invoice for services in the same manner that is stated in the Contract. e. An interim extension under Section (b)( I) above shall extend the term of the contract not longer than 30 days after governor's disaster declaration is declared unless the Parties agree to a shorter period of time. t An interim extension under Section (b)(2) above shall be a one-time extension for a period of time determined by the System Agency. v. 1 1.15.2016 Page 3 DowSign Envelope ID A63F9093-ED02-4A72.8E98-6FF96E1E8083 ATTACHMENT E GENERAL AFFIRMATIONS By entering into this Contract, Contractor affirms, without exception, as follows: 1. Contractor represents and warrants that these General Affirmations apply to Contractor and al1 of Contractor's principals, officers, directors, shareholders, partners, owners, agents, employees, Subcontractors, independent contractors, and any other representatives who may provide services under, who have a financial interest in, or otherwise are interested in this Contract. 2. Contractor represents and warrants that all statements and information provided to the Enterprise Agency are current, complete, and accurate. This includes all statements and information relating in any manner to this Contract and any solicitation resulting in this Contract. 3. Contractor has not given, has not offered to give, and does not intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with this Contract. 4. Under Section 2155.004, Texas Government Code (relating to financial participation in preparing solicitations), Contractor certifies that it is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 5. Under Section 2155.006, Texas Government Code (relating to convictions and penalties regarding Hurricane Rita, Hurricane Katrina, and other disasters), Contractor certifies that it is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 6. Under Section 2261.053, Texas Government Code (relating to convictions and penalties regarding Hurricane Rita, Hurricane Katrina, and other disasters), Contractor certifies that it is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. 7. Under Section 231.006, Texas Family Code (relating to delinquent child support), Contractor certifies that it is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Contract may be terminated and payment may be withheld if this certification is inaccurate. 8. Contractor certifies that: (a) the entity executing this Contract; (b) its principals; (c) its Subcontractors; and (d) any personnel designated to perform services related to this Contract are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal Department or Agency. This certification is made pursuant to the regulations implementing Executive Order 12549 and Executive Order 12689, Debarment and Suspension, 2 C.F.R. Part 376, and any relevant regulations promulgated by the Department or Agency funding this project. This provision shall be included in its entirety in Contractor's Subcontracts if payment in whole or in part is from federal funds. 9. Contractor certifies that it, its principals, its Subcontractors, and any personnel designated to perform services related to this Contract are eligible to participate in this transaction and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state, or local governmental entity. 10. Contractor certifies it is in compliance with all Stale of Texas statutes and rules relating to procurement; and that (a) the entity executing this Contract; (b) its principals; (c) its Subcontractors; and (d) any personnel designated to perform services related to this Contract are not listed on the federal government's terrorism watch list described in Executive Order 13224. Entities ineligible for federal procurement are listed at bttp3:/Iwww.sam.eov/portaltaublic/SAM/, which Contractor may review in making this certification. Contractor acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate. This provision shall be included in its entirety in Contractor's Subcontracts if payment in whole or in part is from federal funds. Page 1 ot3 DomSign Envelope ID: A$3F9093-ED02-4A72. E98.8FF98E1E8oa3 ATTACHMENT E GENERAL AFFIRMATIONS 11. In accordance with Texas Government Code Section 669.003 (relating to contracting with the executive head of' a state agency), Contractor certifies that it (1) is not the executive head of the Enterprise Agency; (2) was not al any time during the past four years the executive head of the Enterprise Agency; and (3) does not employ a current or former executive head of the Enterprise Agency. 12. Contractor represents and warrants that it is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171 of the Texas Tax Code. 13. Contractor represents and warrants that payments to Contractor and Contractor's receipt of appropriated or other funds under this Contract are not prohibited by Sections 556.005, 556.0055, or 556.008 of the Texas Government Code (relating to use of appropriated money or state funds to employ or pay lobbyists, lobbying expenses, or influence legislation). 14. Contractor represents and warrants that it will comply with Texas Government Code Section 2155.4441, relating to the purchase of products produced in the State of Texas under service contracts. 15. Pursuant to Section 2252.901, Texas Government Code (relating to prohibitions regarding contracts with and involving former and retired state agency employees), Contractor will not allow any former employee of the Enterprise Agency to perform services under this Contract during the twelve (12) month period immediately following the employee's last date of employment at the Enterprise Agency. 16. Contractor acknowledges that, pursuant to Section 572.069 of the Texas Government Code, a former state officer or employee of the Enterprise Agency who during the period of state service or employment participated an behalf of the Enterprise Agency in a procurement or contract negotiation involving Contractor may not accept employment from Contractor before the second anniversary of the date the officer's or employee's service or employment with the Enterprise Agency ceased. 17. Contractor understands that the Enterprise Agency does not tolerate any type of fraud. The Enterprise Agency's policy is to promote consistent, legal, and ethical organizational behavior by assigning responsibilities and providing guidelines to enforce controls. Violations of law, agency policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. All employees or contractors who suspect fraud, waste or abuse (including employee misconduct that would constitute fraud, waste, or abuse) are required to immediately report the questionable activity to both the Health and Human Services Commission's Office of the Inspector General at 1-800-436-6184 and the State Auditor's Office. Contractor agrees to comply with all applicable laws, rules, regulations, and Enterprise Agency policies regarding fraud including, but not limited to, HHS Circular C-027. 18. Contractor represents and warrants that it has not violated state or federal antitrust laws and has not communicated its bid for this Contract directly or indirectly to any competitor or any other person engaged in such line of business. Contractor hereby assigns to Enterprise Agency any claims for overcharges associated with this Contract under 15 U.S.C. § I, el seq., and Texas Business and Commerce Code § 15.01, e1 seq. 19. Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding, investigation, or other action pending or threatened against Contractor or any of the individuals or entities included numbered paragraph 1 of these General Affirmations within the five (5) calendar years immediately preceding the execution of this Contract that would or could impair Contractor's performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to the Enterprise Agency's consideration of entering into this Contract. If Contractor is unable to make the preceding representation and warranty, then Contractor instead represents and warrants that it has provided to the Enterprise Agency a complete, detailed disclosure of any such court or governmental agency proceeding, investigation, or other action that would or could impair Contractor's performance under this Contract, relate to the contracted or Page 2 of 3 DnciSlpn Envelope ID: A83F9093-E1302-4A72-8E98-6FF9aE1 E80t33 ATTACHMENT E GENERAL AFFIRMATIONS similar goods or services, or otherwise be relevant to the Enterprise Agency's consideration of entering into this Contract. In addition, Contractor represents and warrants that it shall notify the Enterprise Agency in writing within five (5) business days of any changes to the representations or warranties in this clause and understands that failure to so timely update the Enterprise Agency shall constitute breach of contract and may result in immediate termination of this Contract. 20. Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract. 21. Contractor represents and warrants that it will comply with all applicable laws and maintain all permits and licenses required by applicable city, county, state, and federal rules, regulations, statues, codes, and other laws that pertain to this Contract. 22. Contractor represents and warrants that the individual signing this Contract is authorized to sign on behalf of Contractor and to bind Contractor. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 3of3 DocuSign Envelope ID: A63F9093-ED02-4A72.8E98.6FF98E1 E8083 OMB Number 4040.0007 Expiration Dale 01131/2019 ASSURANCES - NON -CONSTRUCTION PROGRAMS Public reporting burden for this collection of information Is estimated to average 15 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0040) Washington. DC 20503 PLEASE DO NOT RETURN YOUR COMPLETED FORM TO THE OFFICE OF MANAGEMENT AND BUDGET. SEND IT TO THE ADDRESS PROVIDED BY THE SPONSORING AGENCY. NOTE: Certain of these assurances may not be applicable to your project or program. If you have questions, please contact the awarding agency Further, certain Federal awarding agencies may require applicants to certify to additional assurances If such is the case, you will be notified. As the duly authorized representative of the applicant, I certify that the applicant 1. Has the legal authority to apply for Federal assistance and the institutional_ managerial and financial capability (including funds sufficient to pay the non -Federal share of project cost) to ensure proper planning. management and completion of the project described in this application. 2. WEI give the awarding agency, the Comptroller General of the United States and, if appropriate, the State, through any authorized representative, access to and the right to examine all records, books, papers. or documents related to the award, and will establish a proper accounting system In accordance with generally accepted accounting standards or agency directives. 3. tMII establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of Interest. or personal gain 4. WII initiate and complete the work within the applicable time frame after receipt of approval of the awarding agency. 5. Wtll comply with the Intergovernmental Personnel Act of 1970 (42 U.S.C. §§4728-4763) relating to prescribed standards for merit systems for programs funded under one of the 19 statutes or regulations specified in Appendix A of OPM's Standards for a Merit System of Personnel Administration (5 C.F.R, 900, Subpart F). 6, lAill comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P L. 88-352) which prohibits discrimination on the basis of race, color or national origin, (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.0 §§1681- 1683, and 1685-1686), which prohibits discrimination on the basis of sex, (c) Section 504 of the Rehabilitation Previous Edition usable Act of 1973, as amended (29 U.S C §794). which prohibits discrimination on the basis of handicaps; (d) the Age Discrimination Act of 1975, as amended (42 U S.C. §§6101-8107), which prohibits discnmination on the basis of age, (e) the Drug Abuse Office and Treatment Act of 1972 (P.L_ 92-255).. as amended. relating to nondiscrimination on the basis of drug abuse; (1) the Comprehensive Alcohol Abuse and Alcoholism Prevention Treatment and Rehabilitation Act of 1970 (P L 91-616), as amended relating to nondiscrimination on the basis of alcohol abuse or alcoholism, (g) §§523 and 527 of the Public Health Service Act of 1912 (42 U.S C §§290 dd-3 and 290 ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records, (h) Title IA11 of the Civil Rights Act of 1968 (42 U S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing: (i) any other nondiscrimination provisions In the specific statute(s) under which application far Federal assistance is being made, and, 0) the requirements of any other nondiscrimination statute(s) which may apply to the application. 7 WiII comply, or has already complied with the requirements of Titles 11 and 111 of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P L. 91-646) which provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of Federal or federalty-assisted programs These requirements apply to all interests in real property acquired for project purposes regardless of Federal participation in purchases 8. Will comply, as applicable with provisions of the Hatch Act (5 U S C §§1501-1508 and 7324-7328) which limit the political activities of employees whose principal employment activities are funded :n whole or in part with Federal funds Standard Form 42113 (Rev. 7.97) Authorized for Locel Reproduction Prescribed by CMS Circular A-102 CocoSign Envelope ID. A63F9693-ED02.4A72.8E96.BFF9aE1Eaa83 9, VAII comply, as applicable, with the provisions of the Davis Bacon Act (40 U.S.G. §§276a to 276a-7), the Copeland Act (40 U.S.C. §276cand 18 U S.0 074), and the Contract Work Hours and Safety Standards Act (40 U S C §5327- 333), regarding labor standards for federally -assisted construction subagreements 10. Will comply, if applicable, with flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234) which requires recipients in a special flood hazard area to participate in the program and to purchase flood Insurance if the total cost of insurable construction and acquisition is 510,000 or more 11 Will comply with environmental standards which may be prescribed pursuant 10 the following; (a) institution of environmental quality control measures under the National Environmental Policy Act of 1969 (P.L. 91-190) and Executive Order (EO) 11514, (b) notification of violating facilities pursuant to EO 11738, (c) protection of wetlands pursuant to EO 11990; (d) evaluation of flood hazards in floodplains In accordance with EC 11988, (e) assurance of project consistency with the approved State management program developed under the Coastal Zone Management Act of 1972 (16 U.S.C. 551451 et seq.), (f) conformity of Federal actions to State (Clean Air) Implementation Plans under Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S.C, 557401 et seq ); (g) protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended (P L. 93-523) and, (h) protection of endangered species under the Endangered Species Act 011973, as amended (P L 93- 205) 12 Wil comply with the Wild and Scenic Rivers Act of 1968 (16 U S C 551271 et seq related to protecting components or potential components of the national wild and scenic rivers system 13 Will assist the awarding agency in assuring compliance with Section 106 of the National Historic Preservation Act of 1966, as amended (16 U.S.C. §470), EO 11593 (Identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 1974 (16 U S.0 §§459a-1 et seq.). 14 Wil! comply with P L 93-348 regarding the protection of human subjects involved in research, development, and related activities supported by this award of assistance 15 Will comply with the Laboratory Animal Welfare Act of 1966 (P L 89-544, as amended, 7 U.S.C. §§2131 et seq ) pertaining to the care, handling, and treatment of warm blooded animals held for research, teaching, or other activities supported by this award of assistance 16 W,I comply with the Lead -Based Paint Poisoning Prevention Act (42 U.S.0 §§4601 et seq.) which prohibits the use of lead-based paint in construction or rehabilitation of residence structures. 17 Will cause to be performed the required financial and compliance audits in accordance with the Single Audit Act Amendments of 1996 and OMB Circular No. A-133 "Audits of States, Local Govemments, and Non -Profit Organizations " 18 Will comply with all applicable requirements of all other Federal laws, executive orders, regulations, and policies governing this program 19 Will comply with the requirements of Section 106(g) of the Trafficking Victims Protection Act (TVPA) of 2000. as amended (22 U S.C. 7104) which prohibits grant award recipients or a sub -recipient from (1) Engaging in severe forms of trafficking in persons during the period of time that the award is in effect (2) Procuring a commercial sex act dunng the period of time that the award is In effect or (3) Using forced labor in the performance of the award or subawards under the award. SIGNATURE OF AUTHORIZED CERTIFYING OFFICIAL APPLICANT ORGANIZATION TITLE DATE SUBMITTED Standard Form 4249 (Rar.7-a7) Back DocuSign Envelope ID A63F9093•ED02-4A72-8E98.6FF98E1 E80133 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION The certifications enumerated below represent material facts upon which DSHS relies when reporting information to the federal government required under federal law. If the Department later determines that the Contractor knowingly rendered an erroneous certification, DSHS may pursue all available remedies in accordance with Texas and U.S. law. Signor further agrees that it will provide immediate written notice to DSHS if at any time Signor learns that any of the certifications provided for below were erroneous when submitted or have since become erroneous by reason of changed circumstances. if the Signor cannot certify all of the statements contained in this section, Signor must provide written notice to DSHS detailing which of the below statements it cannot certify and why. Legal Name of Contractor: Primary Address of Contractor: FFATA Contact 111 Name, Email and Phone Number: FFATA Contact 112 Name, Email and Phone Number: ZIP Code: 9 -digits Required www.usos.com DUNS Number: 9 -digits Required www.sam.eov r 1 1 State of Texas Comptroller Vendor Identification Number (VIN) 14 Digits Printed Name of Authorized Representative Signature of Authorized Representative Title of Authorized Representative Date -1- Department of State Health Undoes Form 4734—June 2013 bocuSIgn Envelope ID: A63F9093-E002.4A72-8E98-$FF98E1E00133 Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, I hereby certify that the statements made by me in this certification form are true, complete and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of Tess than $300,000 in your previous tax year? ❑ Yes 0 No If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No", answer questions "A" and "B". A. Certification Regarding % of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? ❑ Yes ❑ No B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? ❑ Yes ❑ No If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? ❑ Yes ❑ No If your answer is "Yes" to this question, where can this information be accessed? If your answer is "No" to this question, you must provide the names and total compensation of the top five highly compensated officers below. Provide compensation information here: •2 - Department of State Health Services Faun 4734—June 2013 1 DacuSfgn Envelope ID: A63F9093-ED02.4A72-8E98-6FF9BE1EBO03 CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans. and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned. to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress. an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member al Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Foot -LLL, "Disclosure of Lobbying Activities," in accordance with its instructions. (3) The undersigned shalt require that the language of this certification be included In the award documents for all subawards at all tiers (including subcontracts, subgranta. and contracts under grants. loans. and cooperative agreements) and that all subredpienls shall certify and disclose accordingly. This certification Is a material representation of fact upon which reliance was placed when this transaction was made or entered Into. Submisslan of this cerlitication is a prerequisite for making or entering into this transaction Imposed by section 1352, title 31, U.S. Code. Any person who faits to file the required certification shall be subject to a civil penalty of not less than 510,00 0 and not more than $100.000 for each such failure Statement for Loan Guarantees and Loan Insurance The undersigned states, to the best of his or her knowledge and belief, that If any funds have bean paid or will be paki to any person for influencing or attempting to Influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee al a Member of Congress in connection with this commitment providing for the United Slates 10 Insure or guarantee a loan, the undersigned shall complete and suborn Standard Form -LLL, "Disclosure of Lobbying Activities' In accordance with its Instructions. Submission of this statement is a prerequisite for malting or entering into this transaction imposed by section 1352, title 31, U S Code Any person who falls to file the required statement shall be subJec t to a civil penalty of not less than 510 000 and not more than 5100,000 for each such failure. • APPLICANTS ORGANIZATION • PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: ' Last Name • Trite: • First Name. I • SIGNATURE: Middle Name Suffix ' DATE: L DocuSIpn Envelope ID A83F9093-ED02.4A72.8E98.6FF98E1EaOS3 HHS Contract No. 537 -1B -0210-M01 DATA USE AGREEMENT BETWEEN THE TEXAS HEALTH AND HUMAN SERVICES ENTERPRISE AND CORPUS CHRISTI-NUECES COUNTY PUBLIC HEALTH DISTRIC(CLTY) ("CONTRACTOR") This Data Use Agreement ("DUA"), effective as of the date signed below ("Effective Date"), is entered into by and between the Texas Health and Human Services Enterprise agency, DSHS, ("HHS"), and Corpus Christi-Nueces County Public Health District (CITY), a political subdivision of the State of Texas ("CONTRACTOR"), and incorporated into the terms of HHS Contract No. 537-18-0210-00001, in Travis County, Texas (the "Base Contract"). ARTICLE 1. PURPOSE; APPLICABILITY; ORDER OF PRECEDENCE The purpose of this DUA is to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information with CONTRACTOR, and describe CONTRACTOR's rights and obligations with respect to the Confidential Information, 45 CFR 164.504(e)(1)-(3). This DUA also describes HHS's remedies in the event of CONTRACTOR's noncompliance with its obligations under this DUA. This DUA applies to both Business Associates and contractors who are not Business Associates who create, receive, maintain, use, disclose or have access to Confidential Information on behalf of HHS, its programs or clients as described in the Base Contract. As of the Effective Date of this DUA, if any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. ARTICLE 2. DEFINITIONS For the purposes of this DUA, capitalized, underlined terms have the meanings set forth in the following: Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 (42 U.S.C. §1320d, ei seq.) and regulations thereunder in 45 CFR Parts 160 and 164, including all amendments, regulations and guidance issued thereafter; The Social Security Act, including Section 1137 (42 U.S.C. §§ 1320b-7), Title XVI of the Act; The Privacy Act of I974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a and regulations and guidance thereunder; Internal Revenue Code, Title 26 of the United States Code and regulations and publications adopted under that code, including IRS Publication 1075; OMB Memorandum 07-18; Texas Business and Commerce Code Ch. 521; Texas Government Code, Ch. 552, and Texas Government Code §2054.1125. In addition, the following terms in this DUA are defined as follows: "Authorized Purpose" means the specific purpose or purposes described in the Statement of Work of the Base Contract for CONTRACTOR to fulfill its obligations under the Base Contract, or any other purpose expressly authorized by HHS in writing in advance. "Authorized User" means a Person: HHS Data Use Agreement (modified v. 83) Local Health Departments October 21 ,2015 Page I of 15 DocuSign Envelopa It}: A63F9093-E1302.4A73-13E98-6FFNEI 8083 HHS Contract No 537-18-0210.00001 (1) Who is authorized to create, receive, maintain, have access to, process, view, handle, examine, interpret, or analyze Confidential Information pursuant to this DUA; (2) For whom CONTRACTOR warrants and represents has a demonstrable need to create, receive, maintain, use, disclose or have access to the Confidential Information; and (3) Who has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information as required by this DLIA. "Confidential Information" means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) provided to or made available to CONTRACTOR, or that CONTRACTOR may, for an Authorized Purpose, create, receive, maintain, use, disclose or have access to, that consists of or includes any or all of the following: (t) Client Information; (2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information (herein "PHI"); (3) Ch. 521; Sensitive Personal Information defined by Texas Business and Commerce Code (4) Federal Tax Information; (5) Individually Identifiable Health Information as related to H1PAA, Texas HIPAA and Personal Identifying Information under the Texas Identity Theft Enforcement and Protection Act; (6) Social Security Administration Data, including, without limitation, Medicaid information; (7) All privileged work product; (8) All information designated as confidential under the constitution and laws of the State of Texas and of the United States, including the Texas Health & Safety Code and the Texas Public Information Act, Texas Government Code, Chapter 552. "Legally Authorized Representative" of the Individual, as defined by Texas law, including as provided in 45 CFR 435.923 (Medicaid); 45 CFR 164.502(gxl) (HIPAA); Tex. Occ. Code § 151.002(6); Tex. H. & S. Code § I66.164; and Estates Code Ch. 752. ARTICLE 3. CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION 3.01 Obligations of CONTRACTOR CONTRACTOR agrees that: HHS Data Use Agreement (modified v. 83) Local Health Departments October 212015 Page 2 of 15 DocuSlgn Envelope ID: A83F9093-ED02.4A72-8E98-5FF98E1E80B3 HHS Contract No. 537-18-0210-00001 (A) CONTRACTOR will exercise reasonable care and no Tess than the same degree of care CONTRACTOR uses to protect its own confidential, proprietary and trade secret information to prevent any portion of the Confidential Information from being used in a manner that is not expressly an Authorized Purpose under this DUA or as Required by Law. 45 CFR 164.502(b)(1); 45 CFR 164.514(d) (B) Except as Required by Law, CONTRACTOR will not disclose or allow access to any portion of the Confidential Information to any Person or other entity, other than Authorized User's Workforce or Subcontractors (as defined in 45 C.F.R. 160.103) of CONTRACTOR who have completed training in confidentiality, privacy, security and the importance of promptly reporting any Event or Breach to CONTRACTOR's management, to carry out CONTRACTOR'S obligations in connection with the Authorized Purpose. HHS, at its election, may assist CONTRACTOR in training and education on specific or unique HHS processes, systems and/or requirements. CONTRACTOR will produce evidence of completed training to HHS upon request. 45 C.F.R. 164.308(a)(5)(i); Texas Health & Safety Code §181.101 (C) CONTRACTOR will establish, implement and maintain appropriate sanctions against any member of its Workforce or Subcontractor who fails to comply with this DUA, the Base Contract or applicable law. CONTRACTOR will maintain evidence of sanctions and produce it to HHS upon request.4S CER. 164.308(a)(1)(ii)(C); 164.530(e); 164.410(4J; 164.530(b)(1) (D) CONTRACTOR will not, except as otherwise permitted by this DUA, disclose or provide access to any Confidential information on the basis that such act is Required by Law without notifying either HHS or CONTRACTOR's own legal counsel to determine whether CONTRACTOR should object to the disclosure or access and seek appropriate relief. CONTRACTOR will maintain an accounting of all such requests for disclosure and responses and provide such accounting to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2)(ii)(A) (E) CONTRACTOR will not attempt to re -identify or further identify Confidential Information or De -identified Information, or attempt to contact any Individuals whose records are contained in the Confidential Information, except for an Authorized Purpose, without express written authorization from HHS or as expressly pemtitted by the Base Contract. 45 CFR 164.502(d)(2)(i) and (ri) CONTRACTOR will not engage in prohibited marketing or sale of Confidential Information. 45 CFR 164.501, 164.508(a) (3) and (4); Texas Health do Safety Cade Ch. 181.002 (F) CONTRACTOR will not permit, or enter into any agreement with a Subcontractor to, create, receive, maintain, use, disclose, have access to or transmit Confidential Information to carry out CONTRACTOR's obligations in connection with the Authorized Purpose on behalf of CONTRACTOR, unless Subcontractor agrees to comply with all applicable laws, rules and regulations. 45 CFR 164.502(e)(1)(); 164.504(e)(1)(i) and (2). HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21 2015 Page 3 of 15 DocuSign Envelope ID: A63F9093-EDO2.4A72-8E98-6FFRIE1E80B3 HHS Contract No 537-I8-02I0-OOOOI (G) CONTRACTOR is directly responsible for compliance with, and enforcement of, all conditions for creation, maintenance, use, disclosure, transmission and Destruction of Confidential Information and the acts or omissions of Subcontractors as may be reasonably necessary to prevent unauthorized use. 45 CFR 164.504(e)(5); 42 CFR 431.300, el seq. (H) If CONTRACTOR maintains PHI in a Designated Record Set which is Confidential Information and subject to this Agreement, CONTRACTOR will make PHI available to HHS in a Designated Record Set upon request. CONTRACTOR will provide PHI to an Individual, or Legally Authorized Representative of the Individual who is requesting PH1 in compliance with the requirements of the HIPAA Privacy Regulations. CONTRACTOR will release PHI in accordance with the HIPAA Privacy Regulations upon receipt of a valid written authorization. CONTRACTOR will make other Confidential Information in CONTRACTOR's possession available pursuant to the requirements of HIPAA or other applicable law upon a determination of a Breach of Unsecured PHI as defined in HIPAA. CONTRACTOR will maintain an accounting of all such disclosures and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.524and 164.504(e)(2)(ii}(E). (I) If PHI is subject to this Agreement, CONTRACTOR will make PHI as required by HIPAA available to HHS for review subsequent to CONTRACTOR's incorporation of any amendments requested pursuant to HIPAA. 45 CFR 164.504(r)(2)(ii)(E) and (F). (J) If PHI is subject to this Agreement, CONTRACTOR will document and make available to HHS the PH[ required to provide access, an accounting of disclosures or amendment in compliance with the requirements of the HIPAA Privacy Regulations. 45 CFR 164.504(e)(2)(4)(G) and 164.528. (K) If CONTRACTOR receives a request for access, amendment or accounting of PHI from an individual with a right of access to information subject to this DUA, it will respond to such request in compliance with the HIPAA Privacy Regulations. CONTRACTOR will maintain an accounting of all responses to requests for access to or amendment of PHI and provide it to HHS within 48 hours of HHS' request. 45 CFR 164.504(e)(2). (L) CONTRACTOR will provide, and will cause its Subcontractors and agents to provide, to HHS periodic written certifications of compliance with controls and provisions relating to information privacy, security and breach notification, including without limitation information related to data transfers and the handling and disposal of Confidential Information. 45 CFR 164.308; 164.530(c); 1 TAC202. (M) Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may use PHI for the proper management and administration of CONTRACTOR or to carry out CONTRACTOR's legal responsibilities. Except as otherwise limited by this DUA, the Base Contract, or law applicable to the Confidential Information, CONTRACTOR may disclose PHI for HHS Data Use Agreement (modified v. 8.3) Local Health Departments October21,2015 Page 4 of 15 DocuSlgn Envelope ID: A63F9093•ED02-0A72-8E98-6FFBBE1E80B3 HHS Contract No. 537-18-0210-00001 the proper management and administration of CONTRACTOR, or to carry out CONTRACTOR's legal responsibilities, if: 45 CFR 164.504(e)(4)(.4). (1) Disclosure is Required by Law provided that CONTRACTOR complies with Section 3.01(D); or (2) CONTRACTOR obtains reasonable assurances from the person or entity to which the information is disclosed that the person or entity will: (a)Maintain the confidentiality of the Confidential Information in accordance with this DUA; (b) Use or further disclose the information only as Required by Law or for the Authorized Purpose for which it was disclosed to the Person; and (c)Notify CONTRACTOR in accordance with Section 4.01 of any Event or Breach of Confidential Information of which the Person discovers or should have discovered with the exercise of reasonable diligence. 4S CFR 164504(e)(4)(i0(B) (N) Except as otherwise limited by this DUA, CONTRACTOR will, if required by law and requested by HHS, use commercially reasonable efforts to use PHI to provide data aggregation services to HHS, as that term is defined in the HIPAA. 45 C.F.R. §I64.501 and permitted by HIPAA. 45 CFR 164.504(e)(2)(r)(B) (0) CONTRACTOR will, on the termination or expiration of this DUA or the Base Contract, at its expense, send to HHS or Destroy, at HHS's election and to the extent reasonably feasible and permissible by law, all Confidential Information received from HHS or created or maintained by CONTRACTOR or any of CONTRACTOR's agents or Subcontractors on HHS's behalf if that data contains Confidential Information. CONTRACTOR will certify in writing to HHS that all the Confidential information that has been created, received, maintained, used by or disclosed to CONTRACTOR, has been Destroyed or sent to HHS, and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, HHS acknowledges and agrees that CONTRACTOR is not obligated to send to HHSC and/or Destroy any Confidential Information if federal law, state law, the Texas State Library and Archives Commission records retention schedule, and/or a litigation hold notice prohibit such delivery or Destruction. If such delivery or Destruction is not reasonably feasible, or is impermissible by law, CONTRACTOR will immediately notify HHS of the reasons such delivery or Destruction is not feasible, and agree to extend indefinitely the protections of this DUA to the Confidential Information and limit its further uses and disclosures to the purposes that make the retum delivery or Destruction of the Confidential Information not feasible for as long as CONTRACTOR maintains such Confidential Information. 4S CFR 164-5040)(2)(10(.0 (P) CONTRACTOR will create, maintain, use, disclose, transmit or Destroy Confidential Information in a secure fashion that protects against any reasonably HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 5 of 15 DocuSign Envelope ID: A63F9093-ED02-4A72-8E913-6FF98E1EB093 HHS Contract No. 537-18-0210-00001 anticipated threats or hazards to the security or integrity of such information or unauthorized uses. 45 CFR 164.306; 164.530(c) (Q) If CONTRACTOR accesses, transmits, stores, and/or maintains Confidential Information, CONTRACTOR will complete and return to HHS at infosecurity@hhsc.state.tx.us the HHS information security and privacy initial inquiry (SPI) at Attachment 1 . The SPI identifies basic privacy and security controls with which CONTRACTOR must comply to protect HHS Confidential Information. CONTRACTOR will comply with periodic security controls compliance assessment and monitoring by HHS as required by state and federal law, based an the type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses or has access to and the Authorized Purpose and Ievel of risk. CONTRACTOR's security controls will be based on the National Institute of Standards and Technology (NIST) Special Publication 800-53. CONTRACTOR will update its security controls assessment whenever there are significant changes in security controls for HHS Confidential Information and will provide the updated document to HHS. HHS also reserves the right to request updates as needed to satisfy state and federal monitoring requirements. 45 CFR 164.306. (R) CONTRACTOR will establish, implement and maintain reasonable procedural, administrative, physical and technical safeguards to preserve and maintain the confidentiality, integrity, and availability of the Confidential Information, and with respect to PHI as described in the HIPAA Privacy and Security Regulations, or other applicable laws or regulations relating to Confidential Information, to prevent any unauthorized use or disclosure of Confidential Information as long as CONTRACTOR has such Confidential Information in its actual or constructive possession. 45 CFR 164.308 (administrative safeguards); 164.310 (physical safeguards); 164.312 (technical safeguards); 164.530(c)(privacy safeguards). (S) CONTRACTOR will designate and identify, a Person or Persons, as Privacy Official 45 CFR 164.530(a)(I) and Information Security Official, each of whom is authorized to act on behalf of CONTRACTOR and is responsible for the development and implementation of the privacy and security requirements in this DUA. CONTRACTOR will provide name and current address, phone number and e-mail address for such designated officials to HHS upon execution of this DUA and prior to any change. If such persons fail to develop and implement the requirements of the DUA, CONTRACTOR will replace them upon HHS request. 45 CFR 164 308(a)(2). (T) CONTRACTOR represents and warrants that its Authorized Users each have a demonstrated need to know and have access to Confidential Information solely to the minimum extent necessary to accomplish the Authorized Purpose pursuant to this DUA and the Base Contract, and further, that each has agreed in writing to be bound by the disclosure and use limitations pertaining to the Confidential Information contained in this DUA. 45 CFR 164.302; 164.514(d). (1.1) CONTRACTOR and its Subcontractors will maintain an updated, complete, accurate and numbered list of Authorized Users, their signatures, titles and the date they HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 212015 Page 6of15 DocuSign Envelope ID: A63F9093-ED02-4A72-8E9111.8FF9aE1 EBOB3 HHS Contract No 537-18-0210 agreed to be bound by the terms of this DUA, at all times and supply k to HHS, as directed, upon request. (V) CONTRACTOR will implement, update as necessary, and document reasonable and appropriate policies and procedures for privacy, security and Breach of Confidential Information and an incident response plan for an Event or Breach, to comply with the privacy, security and breach notice requirements of this DUA prior to conducting work under the Statement of Work. 45 CFR 164.308; 164.316; 164.514(d); 164.5300(1). (W) CONTRACTOR will produce copies of its information security and privacy policies and procedures and records relating to the use or disclosure of Confidential Information received from, created by, or received, used or disclosed by CONTRACTOR for an Authorized Purpose for HHS's review and approval within 30 days of execution of this DUA and upon request by HHS the following business day or other agreed upon time frame. 45 CFR 164.308; 164.514(d). (X) CONTRACTOR wilt make available to HHS any information HHS requires to fulfill HHS's obligations to provide access to, or copies of, PHI in accordance with HIPAA and other applicable laws and regulations relating to Confidential Information. CONTRACTOR will provide such information in a time and manner reasonably agreed upon or as designated by the Secretary of the U.S. Department of Health and Human Services, or other federal or state law. 45 CFR 164.504(e)(1)(f)(1). (Y) CONTRACTOR will only conduct secure transmissions of Confidential Information whether in paper, oral or electronic form, in accordance with applicable rules, regulations and laws. A secure transmission of electronic Confidential Information in motion includes, but is not limited to, Secure File Transfer Protocol (SFTP) or Encryption at an appropriate level. If required by rule, regulation or Iaw, HHS Confidential Information al rest requires Encryption unless there is other adequate administrative, technical, and physical security. All electronic data transfer and communications of Confidential Information will be through secure systems. Proof of system, media or device security and/or Encryption must be produced to HHS no later than 48 hours after HHS's written request in response to a compliance investigation, audit or the Discovery of an Event or Breach. Otherwise, requested production of such proof will be made as agreed upon by the parties. De -identification of HHS Confidential information is a means of security. With respect to de -identification of PHI, "secure" means de -identified according to HIPAA Privacy standards and regulatory guidance. 45 CFR 164.311; 164.530(d). (Z) For each type of Confidential Information CONTRACTOR creates, receives, maintains, uses, discloses, has access to or transmits in the performance of the Statement of Work, CONTRACTOR will comply with the following laws rules and regulations, only to the extent applicable and required by Iaw: * Title 1, Part I0, Chapter 202, Subchapter B, Texas Administrative Code; • The Privacy Act of 1974; HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 7of15 DaceSign Envelope ID. A63F9093-ED02-4A72.8E98-6FF98E1 E88133 HHS Contract No. 537-18-0210-00001 • OMB Memorandum 07-16; • The Federal Information Security Management Act of 2002 (FISMA); • The Health Insurance Portability and Accountability Act of 1996 (HIPAA) as defined in the DUA; • Internal Revenue Publication 1075 -- Tax Information Security Guidelines for Federal, State and Local Agencies; • National Institute of Standards and Technology (NIST) Special Publication 800-66 Revision 1 An Introductory Resource Guide for Implementing the Health Insurance Portability and Accountability Act (HIPAA) Security Rule; NIST Special Publications 800-53 and 800-53A Recommended Security Controls for Federal Information Systems and Organizations, as currently revised; • NIST Special Publication 800-47 Security Guide for Interconnecting Information Technology Systems; • NIST Special Publication 800-88, Guidelines for Media Sanitization; • NIST Special Publication 800-111, Guide to Storage of Encryption Technologies for End User Devices containing PHI; and Any other State or Federal law, regulation, or administrative rule relating to the specific HHS program area that CONTRACTOR supports on behalf of HHS. (AA) Notwithstanding anything to the contrary herein, CONTRACTOR will treat any Personal Identifying information it creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with Texas Business and Commerce Code, Chapter 521 and other applicable regulatory standards identified in Section 3.01(Z), and Individually Identifiable Health Information CONTRACTOR creates, receives, maintains, uses, transmits, destroys and/or discloses in accordance with HIPAA and other applicable regulatory standards identified in Section 3.01(Z). ARTICLE 4. BREACH NOTICE, REPORTING AND CORRECTION REQUIREMENTS 4.01 Breach or Event Notification to HHS. 45 CFR 164.400-414. (A) CONTRACTOR will cooperate fully with HHS in investigating, mitigating to the extent practicable and issuing notifications directed by HHS, for any Event or Breach of Confidential Information to the extent and in the manner determined by HHS. HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21;2015 Page8ofl5 DocuSign Envelope 10: A53F9093-E002.4A72-111E98.8FF98E1 E6093 HHS Contract No. 537-18-0210-00001 (B) CONTRACTOR'S obligation begins at the Discovery of an Event or Breach and continues as long as related activity continues, until all effects of the Event are mitigated to HHS's reasonable satisfaction (the "incident response period"). 45 CFR 164 404. (C) Breach Notice: (1) Initial Notice. (a) For federal information, including without limitation, Federal Tax Information, Social Security Administration Data, and Medicaid Client Information, within the first, consecutive clock hour of Discovery, and for all other types of Confidential Information not more than 24 hours after Discovery,, or in a timeframe otherwise approved by HHS in writing, initially report to HHS's Privacy and Security Officers via email at: privacy@HHSC.state.tx.us and to the HHS division responsible for this DUA; and IRS Publication 1075; Privacy Act of 1974, as amended by the Computer Matching and Privacy Protection Act of 1988, 5 U.S.C. § 552a; OMB Memorandum 07-16 as cited in HHSC-CMS Contracts for information exchange. (b) Report all information reasonably available to CONTRACTOR about the Event or Breach of the privacy or security of Confidential Information. 45 CFR 164.410. (c) Name, and provide contact information to HHS for, CONTRACTORS single point of contact who will communicate with HHS both on and off business hours during the incident response period. (2) Formal Notice. No later than two business days after the Initial Notice above, provide formal notification to privacya HHSC.state.tx.us and to the HHS division responsible for this DUA, including all reasonably available information about the Event or Breach. and CONTRACTOR'S investigation, including without limitation and to the extent available: For (a) - (m) below: 45 CFR 164.400-414. (a) The date the Event or Breach occurred; (b) The date of CONTRACTOR's and, if applicable, Subcontractor's Discovery; (c) A brief description of the Event or Breach; including how it occurred and who is responsible (or hypotheses, if not yet determined); (d) A brief description of CONTRACTOR's investigation and the status of the investigation; HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 9 of 15 Docuslgn Envelope ID A63F9093-ED02-4A724E98-6FF911E1Ee083 HHS Contract No 537-18-0210-00001 (e) A description of the types and amount of Confidential Information involved; (1) Identification of and number of all Individuals reasonably believed to be affected, including first and last name of the Individual and if applicable the, Legally Authorized Representative, last known address, age, telephone number, and email address if it is a preferred contact method, to the extent known or can be reasonably determined by CONTRACTOR at that time; (g) CONTRACTOR's initial risk assessment of the Event or Breach demonstrating whether individual or other notices are required by applicable law or this DUA for HHS approval, including an analysis of whether there is a low probability of compromise of the Confidential Information or whether any legal exceptions to notification apply; (h) CONTRACTOR's recommendation for HI-IS's approval as to the steps Individuals and/or CONTRACTOR on behalf of Individuals. should take to protect the Individuals from potential harm, including without Iimitation CONTRACTOR's provision of notifications, credit protection, claims monitoring, and any specific protections for a Legally Authorized Representative to take on behalf of an Individual with special capacity or circumstances; (i) The steps CONTRACTOR has taken to mitigate the harm or potential harm caused (including without limitation the provision of sufficient resources to mitigate); (j) The steps CONTRACTOR has taken, or will take, to prevent or reduce the likelihood of recurrence of a similar Event or Breach; (k) Identify, describe or estimate the Persons. Workforce, Subcontractor, or Individuals and any law enforcement that may be involved in the Event or Breach; (I) A reasonable schedule for CONTRACTOR to provide regular updates during normal business hours to the foregoing in the future for response to the Event or Breachbut no less than every three (3) business days or as otherwise directed by HHS, including information about risk estimations, reporting, notification, if any, mitigation, corrective action, root cause analysis and when such activities are expected to be completed; and (m) Any reasonably available, pertinent information, documents or reports related to an Event or Breach that HHS requests following Discovery. HHS Data Ilse Agreement (modified v. 8.3) Local Health Departments October 21 2015 Page 10of15 DnceSign Envelope ID A63F9093-ED02-4A7243E98-6FF88E1 E80a3 NHS Contract No 537-18.0310-00001 4.02 Investigation, Response and Mitigation. 45 CFR 164.308, 310 and 312; 164.530 (A) CONTRACTOR will immediately conduct a full and complete investigation, respond to the Event or Breachcommit necessary and appropriate staff and resources to expeditiously respond, and report as required to and by HHS for incident response purposes and for purposes of HHS's compliance with report and notification requirements, to the reasonable satisfaction of HHS. (B) CONTRACTOR will complete or participate in a risk assessment as directed by HHS following an Event or Breach and provide the final assessment, corrective actions and mitigations to HHS for review and approval. (C) CONTRACTOR will fully cooperate with HHS to respond to inquiries and/or proceedings by state and federal authorities, Persons and/or Individuals about the Event or Breach. (D) CONTRACTOR will fully cooperate with HHS's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such Event or Breachor to recover or protect any Confidential Information, including complying with reasonable corrective action or measures, as specified by HHS in a Corrective Action Plan if directed by HHS under the Base Contract. 4.03 Breach Notification to Individuals and Reporting to Authorities. Tex. Bus. & Comm. Code §521.053; 45 CFR 164.404 (Individuals), 164.406 (Media); 164.408 (Authorities) (A) HHS may direct CONTRACTOR to provide Breach notification to Individuals, regulators or third -parties, as specified by HHS following a Breach. (B) CONTRACTOR shall give HHS an opportunity to review and provide feedback to CONTRACTOR and to confirm that CONTRACTOR's notice meets all regulatory requirements regarding the time, manner and content of any notification to Individuals regulators or third -parties, or any notice required by other state or federal authorities. HHS shall have ten (10) business days to provide said feedback to CONTRACTOR Notice letters will be in CONTRACTOR's name and on CONTRACTOR's letterhead, unless otherwise directed by HHS, and will contain contact information, including the name and title of CONTRACTOR's representative, an email address and a toll-free telephone number, if required by applicable law, rule, or regulation, for the Individual to obtain additional information. (C) CONTRACTOR will provide HHS with copies of distributed and approved communications. (D) CONTRACTOR will have the burden of demonstrating to the reasonable satisfaction of HHS that any notification required by HHS was timely made. If there are delays outside of CONTRACTOR's control, CONTRACTOR will provide written documentation of the reasons for the delay. HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 11 of 15 DocuSign Envelope ID: Afi3F9093-E002-4A72-8E98-6FF98E1EeoB3 HHS Contract No 537-18-1210-00001 (E) If HHS delegates notice requirements to CONTRACTOR, HHS shall, in the time and manner reasonably requested by CONTRACTOR, cooperate and assist with CONTRACTOR's information requests in order to make such notifications and reports. ARTICLE 5. STATEMENT OF WORK "Statement of Work" means the services and deliverables to be performed or provided by CONTRACTOR, or on behalf of CONTRACTOR by its Subcontractors or agents for HHS that are described in detail in the Base Contract. The Statement of Work, including any future amendments thereto, is incorporated by reference in this DUA as if set out word-for-word herein. ARTICLE 6. GENERAL PROVISIONS 6.01 Oversight of Confidential Information CONTRACTOR acknowledges and agrees that HHS is entitled to oversee and monitor CONTRACTOR's access to and creation, receipt, maintenance, use, disclosure of the Confidential Information to confirm that CONTRACTOR is in compliance with this DUA. 6.02 HHS Commitment and Obligations HHS will not request CONTRACTOR to create, maintain, transmit, use or disclose PHI in any manner that would not be permissible under applicable law if done by HHS. 6.03 HHS Right to Inspection At any time upon reasonable notice to CONTRACTOR, or if HHS determines that CONTRACTOR has violated this DUA, HHS, directly or through its agent, will have the right to inspect the facilities, systems, books and records of CONTRACTOR to monitor compliance with this DUA. For purposes of this subsection, HHS's agent(s) include, without limitation, the HHS Office of the Inspector General or the Office of the Attorney General of Texas, outside consultants or legal counsel or other designee. 6.04 Term; Termination of DUA; Survival This DUA will be effective on the date on which CONTRACTOR executes the DUA, and will terminate upon termination of the Base Contract and as set forth herein. If the Base Contract is extended or amended, this DUA shall be extended or amended concurrent with such extension or amendment. (A) HHS may immediately terminate this DUA and Base Contract upon a material violation of this DUA. (B) Termination or Expiration of this DUA will not relieve CONTRACTOR of its obligation to return or Destroy, the Confidential Information as set forth in this DUA and HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 12of15 DowSlpn Envelope ID: A83F9093-5002-4A72.8E98-6FF98E1E80133 HHS Contract No. 537-18-0210-00001 to continue to safeguard the Confidential Information until such time as determined by HHS. (C) If HHS determines that CONTRACTOR has violated a material term of this DUA; HHS may in its sole discretion: (1) Exercise any of its rights including but not limited to reports, access and inspection under this DUA and/or the Base Contract; or (2) Require CONTRACTOR to submit to a Corrective Action Plan, including a plan for monitoring and plan for reporting, as HHS may determine necessary to maintain compliance with this DUA; or (3) Provide CONTRACTOR with a reasonable period to cure the violation as determined by HHS; or (4) Terminate the DUA and Base Contract immediately, and seek relief in a court of competent jurisdiction in Texas. Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation, the requested corrective action CONTRACTOR may take to cure the alleged violation, and the action HHS intends to take if the alleged violated is not timely cured by CONTRACTOR. (D) If neither termination nor cure is feasible, HHS shall report the violation to the Secretary of the U.S. Department of Health and Human Services. (E) The duties of CONTRACTOR or its Subcontractor under this DUA survive the expiration or termination of this DUA until all the Confidential Information is Destroyed or returned to HHS, as required by this DUA. 6.05 Governing Law, Venue and Litigation (A) The validity, construction and performance of this DUA and the legal relations among the Parties to this DUA will be governed by and construed in accordance with the laws of the State of Texas. (B) The Parties agree that the courts of Texas, will be the exclusive venue for any litigation, special proceeding or other proceeding as between the parties that may be brought, or arise out of, or in connection with, or by reason of this DUA. 6.06 Injunctive Relief (A) CONTRACTOR acknowledges and agrees that HHS may suffer irreparable injury if CONTRACTOR or its Subcontractor fails to comply with any of the terms of this DUA with respect to the Confidential information or a provision ofHIPAA or other laws or regulations applicable to Confidential Information. HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 2[ 2015 Page 13 of 15 DocuSIQn Envelope ID: A63F9693-ED02-4A72-8E98-6FF98EI EBQB3 HHS Contract No 537-18-0210-00001 (8) CONTRACTOR further agrees that monetary damages may be inadequate to compensate HHS for CONTRACTOR's or its Subcontractors failure to comply. Accordingly, CONTRACTOR agrees that HHS will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief without posting a bond and without the necessity of demonstrating actual damages, to enforce the terms of this DUA. 6.07 Responsibility. To the extent permitted by the Texas Constitution, laws and rules, and without waiving any immunities or defenses available to CONTRACTOR as a governmental entity, CONTRACTOR shall be solely responsible for its own acts and omissions and the acts and omissions of its employees, directors, officers, Subcontractors and agents. HHS shall be solely responsible for its own acts and omissions. 6.08 Insurance (A) As a governmental entity, and in accordance with the limits of the Texas Tort Claims Act, Chapter 101 of the Texas Civil Practice and Remedies Code, CONTRACTOR either maintains commercial insurance or self -insures with policy limits in an amount sufficient to cover CONTRACTOR's liability arising under this DUA. CONTRACTOR will request that HHS be named as an additional insured. HHSC reserves the right to consider alternative means for CONTRACTOR to satisfy CONTRACTOR's financial responsibility under this DUA. Nothing herein shall relieve CONTRACTOR of its financial obligations set forth in this DUA if CONTRACTOR fails to maintain insurance. (B) CONTRACTOR will provide HHS with written proof that required insurance coverage is in effect, at the request of HHS. 6.08 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, if any legal action or other proceeding is brought for the enforcement of this DUA, or because of an alleged dispute, contract violation, Event, Breach, default, misrepresentation, or injunctive action, in connection with any of the provisions of this DUA, each party will bear their own legal expenses and the other cost incurred in that action or proceeding. 6.09 Entirety of the Contract This DUA is incorporated by reference into the Base Contract as an amendment thereto and, together with the Base Contract, constitutes the entire agreement between the parties. No change, waiver, or discharge of obligations arising under those documents will be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be enforced. if any provision of the Base Contract, including any General Provisions or Uniform Terms and Conditions, conflicts with this DUA, this DUA controls. 6.I0 Automatic Amendment and Interpretation HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 14 of 15 DocuSign Envelope ID A63F9093-E002-4A72-8E98-GFF98E1 E8083 HHS Contract No 537-18-0210.00001 If there is (i) a change in any law, regulation or rule, state or federal, applicable to HIPPA and/or Confidential Information, or (ii) any change in the judicial or administrative interpretation of any such law, regulation or rule„ upon the effective date of such change, this DUA shall be deemed to have been automatically amended, interpreted and read so that the obligations imposed on HHS and/or CONTRACTOR remain in compliance with such changes. Any ambiguity in this DUA will be resolved in favor of a meaning that permits HHS and CONTRACTOR to comply with HIPAA or any other law applicable to Confidential Information. ARTICLE 7. AUTHORITY To EXECUTE The Parties have executed this DUA in their capacities as stated below with authority to bind their organizations on the dates set forth by their signatures. IN WITNESS HEREOF, HHS and CONTRACTOR have each caused this DUA to be signed and delivered by its duly authorized representative: TEXAS HEALTH AND Hl MAN SERVICES CONTRACTOR BY: BY: NAME: NAME: TITLE: TITLE: DATE: DATE: HHS Data Use Agreement (modified v. 8.3) Local Health Departments October 21,2015 Page 15 of 15 Certificate Of Completion Envelope Id: A83F9093ED024A728E986FFge£1 EBOB3 Subject: COUNTER OFFER2 5328,736.00 NO.537-18-0210-00001_Corpus Christi-Nueces CPHD_ Source Envelope: Document Pages: 68 Signatures 0 Supplemental Document Pages: 0 Initials; 0 Certificate Pages: 3 AutoNav: Enabled Payments 0 Envelopeld Stamping: Enabled Time Zane: (UTC-08:00) Central Time (US 8 Canada) Record Tracking Status: Original 7/1412017 1 1:19 PM Holder Josalyn Wilson josalyn wiison®hhsc stale tx.us Signer Events Signature Rosalyn Lazere-Payne rosalyniazare•payne®hhsc.state.tx.us Texas Health and Human Services Commission Security Level. Erroll, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Doc uSlgn Ayeola Williams ayeoia.willems®hhsc state Ix us Security Level Erna!, Account Authentication (None) Electronic Record and Signature Disclosure; Not Offered vie DocuSign Patty Melchior Patty Melchlor®dsi s state Ix us Security Levet: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Annette Rodriguez ennetter®cclexes.cam Security Level Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Berme Rodriguez bemie.radriguez®hhsc slate tx ua Security Level: Email. Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign David Gruber david.gruber®dshs.texas gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Nol Offered via DocuSign Docu5sOnt S tatussa Status. Sent RLHS-LPHS Envelope Originator. Josalyn Wilson 1660 Michael Faraday Dr Reston, VA 20190 jasalyn.wifson®hhsc state Ix us IP Address: 167.137,1.15 Location: DocuSign Tlmestamp Sent 7114!201713-35 PM In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Justin Davis Tustin davis®dshs state tx.us Department of State Health Services Security Level Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Amy Greene amy greens/15)1118c stale Ix us Contract Specialist V Texas Health and Human Services Commission Security Level Emelt, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Elmo Medina alma medinaadshs stale Ix us Security Level Email, Account Authentication (None) Electronic Record and Signature Disclosure: Nal Offered via DocuSign Susane Garcia susana.garda@dshs slate.tx.us Security Level Email. Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign William Milan Uhlarik williamu2@cctexas.com Security Level Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign DSHS CMU Inbox CMUConlrects®dshs texas gov Security Level Email. Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Envelope Summary Events Envelope Sent Signature Status Status Status Status Status COPIED COPIED Signature Status Hashed/Encrypted Tlmestamp Tlmestamp Timestamp Tlmestamp Timestamp Tlmestamp Sent. 7/14/2017 1 3 35 PM Sent 7/1412017 1 3:35 PM Viewed: 7119/201712.24 PM Timestamp Timestamps Payment Events Status 7lmestamps AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of August 22, 2017 Second Reading for the City Council Meeting of August 29, 2017 DATE: June 26, 2017 TO: Margie C. Rose, City Manager FROM: William J. Green, P.E., Interim Director, Development Services Department BilIG@cctexas.com (361) 826-3268 Closing of a utility easement located at 7313 South Staples Street. CAPTION: Ordinance abandoning and vacating 0.137 acres of an existing utility easement out of a part of Roger's Subdivision, Block 1, Lot 1B, located at 7313 South Staples Street and requiring the owner, DOXA Enterprises, L.P., to comply with the specified conditions. PURPOSE: The purpose of this ordinance is for a utility easement closure and allow for the future development of Lot 1 C, as the existing easement currently divides the property into two undevelopable areas Lot 1B and remainder of Lot 8, Section 6 Flour Bluff and Encinal Farm and Garden Tracts. BACKGROUND AND FINDINGS: DOXA Enterprises, L.P. is requesting the utility easement closure out of Block 1, Lot 1B, Roger's Subdivision located at 7313 South Staples Street. This easement was originally dedicated with anticipation of the construction of an adjacent road. The road (Henderson Street) was constructed north of the anticipated location and the easement was no longer necessary. There are no utilities located in the area. The closure is necessary for the future development of Lot 1 C, as the existing easement currently divides the property into two undevelopable areas Lot 1B and remainder of Lot 8, Section 6 Flour Bluff and Encinal Farm and Garden Tracts. This request is being made in conjunction with the plat of Block 1, Lot 1 C, Roger's Subdivision. 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 utility easements on the property 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 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 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. 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 City Council approval so that the requirement of paying fair market value for the property can be waived. c. Failure to comply with all the conditions outlined in this Ordinance within 180 days will hereby make the Ordinance null and void. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Location Maps Ordinance abandoning and vacating 0.137 acres of an existing utility easement out of a part of Roger's Subdivision, Block 1, Lot 1B, located at 7313 South Staples Street and requiring the owner, DOXA Enterprises, L.P., to comply with the specified conditions. WHEREAS, DOXA Enterprises, L.P. (Owner) is requesting the abandonment and vacation of 0.137 acres of an existing utility easement out of a part of Roger's Subdivision, Block 1, Lot 1B, located at 7313 South Staples Street; WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate a 0.137 acre portion of an existing utility easement, subject to compliance by the Owner with the conditions specified in this ordinance. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Pursuant to the request of DOXA Enterprises, L.P. (Owner), a 0.137 acre portion of an existing utility easement out of a part of Roger's Subdivision, Block 1, Lot 1B, located at 7313 South Staples Street, as recorded in Volume 68, Page 53-54 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. 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 and 49-13, within 180 days of City Council approval so that the requirement of paying fair market value for the property can be waived. 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: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta City Secretary Joe McComb Mayor Exhibit A 0.137 Acre 10.00 Foot Wide Utility Easement Closure STATE OF TEXAS COUNTY OF NUECES Job No. 42785.B4.00 May 25, 2017 Fieldnotes, for a 0.137 Acre, 10.00 Foot Wide Utility Easement Closure, over and across Lot 1B, Block 1, Roger's Subdivision a map of which is recorded in Volume 68, Pages 53-54, Map Records of Nueces County, Texas; said 0.137 Acre Tract, being more fully described by metes and bounds as follows: Commencing, at a PK Nail with washer stamped "URBAN ENGR CCTX" Found, being the South corner of Lot 1A, of the said Block 1, for the East corner of the said Lot 1B; Thence, South 37°31'05" West, 100.59 Feet, over and across the said Lot 1B, to the intersection of an existing 15.00 Foot Wide Utility Easement and an existing 10.00 Foot Wide Utility Easement, for the Point of Beginning and East corner of this Tract; Thence, South 28°56'33" West, with the said 15.00 Foot Wide Utility Easement, 10.00 Feet, to a point on the Southwest boundary of the said Lot 1 B, for the South corner of this Tract, from Whence, a 5/8 Inch Iron Rod with cap stamped "URBAN ENGR CCTX" Found, for a South corner of the said Lot 113 bears South 61°02'33" East, 5.00 Feet; Thence, North 61°02'33" West, with the Southwest boundary line of the said Lot 1B and the said existing 10.00 Foot Wide Utility Easement (to be closed), 595.00 Feet, to a point on the Southeast boundary of an existing 10.00 Foot Wide Utility Easement, for the West corner of this Tract, from Whence, the West corner of the said Lot 1B bears North 61°02'33" West, 10.00 Feet; Thence, North 28°5613" East, with the said 10.00 Foot Wide Utility Easement, 10.00 Feet, to the North corner of this Tract; Thence, South 61°02'33" East, with the Northeast boundary of the existing 10.00 Foot Wide Utility Easement (to be closed), 595.00 Feet to the Point of Beginning, containing 0.137 Acres (5,950 Square Feet) of Land, more or less. Bearings are based on the recorded plat of Roger's Subdivision, a map of which is recorded in Volume 68, Pages 53-54, Map Records of Nueces County, Texas. Unless this fieldnote description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. Also reference accompanying sketch of tract described S:1Surveying1427851B4001OFFICE\METES AND BOUNDS IMB_42785B400_EasementClosure..o (361)854-3101 2725 SWANTNER DR. • CORPUS CHRISTI, TEXAS 78404 www,urbaneng,com TBPE Firm #145 TBPLS Firm #10032400 James D. Carr, R.P.L.S. License No. 6458 Page 1 of 1 FAX (361)854-6001 7YR ve'la% Legend: • 5/8 Inch Iron Rod with cap stamped "URBAN ENGR CCTX" Found 0 5/8 Inch Iron Rod Found 0 5/8 Inch Iron Rod with cap stamped "BASS AND WELSH" Found A PK Nafl with washer stamped "URBAN ENGR CCTX" Found 2 AJ CO per/ ,04„ o v 76• �Of 72 .i/ Q���y .00e '3, `"es etit k 0 ° Rec I/°!1°,9' 7e orbs 8ers49/ s6,._ °/ p s F °qr /4 fReAhgs,. q� "0/&,9?, °! d F o`33 \ q I�Sc7r2q/0t 47 °r sC° u c 4 4. 06, 's�� sy, 4„/Q4 .00'%k qS0t77 Re°aB�os � I�gk / 0f' ,0 ,09',0„)..) 7 <0 70 / gis --> c_es Tei o °t S 06, �Se fl , 0 ��3 qhs°t Co CT Cp'7t) Ot),4OS, Of e %, we� t Ae9i047 c 10 9ve)oo 43.j8 S9S. so, 4O 6) /cx h 150 100 50 ■ ■ ■ ■ ■ Sketch to Accompany FIELDNOTES, for a 0.137 Acre, Easement Closure, over and across Lot 1B, Block 1, Roger's Subdivision a map of which is recorded in Volume 68, Pages 53-54, Map Records of Nueces County, Texas. 0 Graphic Scale 1"=100' 100 200 URBAN ENGINEERING TBPE F1RN N0. 145, TBPLS F1RN NO. 10032400 2725 SWANTNER DR, CORPUS CHRIS 1. TX 78404 PHONE 361.854.3101 WWW.URBANENO.CON Exhibit B DATE: 5/25/17 SCALE: l''=100' JOB NO.: 42785.B4.00 SHEET: 1 of 2 DRAWN BY: XG urbansurveyl ©urbaneng.com • ca - I= Blu efiel• ssional earwater y c 0 1 o`�' 0 G C\`'. cn cn 0 Kin Tahc gs e Kenith Montecita Saratoga Boulevard Weiskop Hebert Acushnet e Good Greenboro Pio Ho • an c Snead e •c\/- 0 cn Wales do c O 0 s 0 0 0 O a a) 0 c a) Willowick a 0 o E + L n a) 0 0 Middlecoff Eider Goldene - I 0 Meander ng Adair State Highway Hulen Long M-�dow d\ea• Pressler t Fox Run 0 0, 0 a) a 0 � 6Mountain %MR • �o 6) Trail Diver •'O �� c� Winq Dunk o T mberq to a 0 1 E 0 ' a) 0 m i o Inve '' o 0 o c L Tarta• • 0) Cross Shadoyvbe • Cromwell E inbur• illwood Snowgoase t 0 t w 0 0 0 357 ill 0 0 =_ 0 a 0, -0 0 LJ Elm • e ss Moonlake Ston Delwood 0 J a) Z ,b )0G .0 a) County of Nueces ,C\ of orpus Christi • 0 a 0 0 0 0 Leth Cav • • ate- Gateri ge Crossri•ge Meadow ate 0 0 a) Valle a) by L ndish>- a) 0 c • Lipes Henderson 0 South Staples Street Street a) 0 0 13 O 03 0 0 0 03 U 0 O -0- co 0- m • 0 0 ca Yorktown Boulevard 0 0 O 13 03 Boston 0 13 Chicago Site Location Map URBAN ENGINEERING TBPE F1RN N0. 145, TBPLS FIRM NO. 10032400 2725 SWANTNER DR, CORPUS CHRISTI, TX 78404 PHONE 361.854.3101 WWW.URBANENO.CON Exhibit C DATE: 5/25/17 SCALE: None JOB NO.: 42785.B4.00 SHEET: 2 of 2 DRAWN BY: XG urbansurveyl ©urbaneng.com Easement Closure for Roger's Subdivision, Block 1, Lot 1B City Council Presentation August 22 2017 AERIAL OVERVIEW AERIAL MAP Roger's Subdivision, Block 1, Lot 1B Easement Closure N r Fair Market Value Offset from Plat Layout ~'3 $, +/-& - _ / .9' 07 sm. .. •••• �4r Legend: • 5/15 Inch Iron Rad w ith w❑ stamped `URBAN ENGR ccrx- Found 5/8, Inch Iron Rod Found m 5/13 Ih Iran Rqd re ikh p a-kompcd 'MASS. Alit WELSH" Found A PK Hol witH ...amber stomped -RJRELANER .Dcn Found Y Utility Eamon -Dont (to Oa clamed) U tillky Eoseraonk (dedicated by plot} fl d ¢f , .S Apr+ cQ gar f 7, ▪ aF - ! ~x,,C,,+V gip.a.Wit,.. 70 'es --.3, '',s f{ v c‘.....,: 7 {QFi`-Y▪ rQS Q 150 100 50 O 100 200 Graphic SIol, t"=l00' Staff Recommendations Staff recommends: • Approval of the proposed easement closure. AGENDA MEMORANDUM First Readying Ordinance for the City Council Meeting of August 22, 2017 Second Reading Ordinance for the City Council Meeting of August 29, 2017 DATE: August 15, 2017 TO: Margie C. Rose, City Manager FROM: Jim Davis, Director of Fleet Maintenance iimd@cctexas.com (361) 826-1909 Lawrence Mikolajczyk, Director of Solid Waste Operations LawM@cctexas.com (361) 826-1972 Kim Baker, Assistant Director of Financial Services -Purchasing Division Kim B2@cctexas.com (361) 826-3169 Purchase of One Waste Handler Wheel Loader and One Backhoe Loader for Solid Waste Operations CAPTION: Ordinance appropriating $326,528.17 from the reserved future replacement account into the capital outlay expenditure account in Maintenance Services Fund No. 5110 for the purchase of one waste handler wheel loader and one backhoe loader; amending the FY2016-17 operating budget adopted by Ordinance No. 030965 by increasing expenditures by $326,528.17; authorizing the City Manager or designee to execute all necessary documents to purchase a total of one ZBAR waste handler wheel loader for $250,528.17 from Nueces Power Equipment, of Corpus Christi, Texas, and one backhoe loader for $76,000.00 from Doggett Heavy Machinery Services, LLC., Corpus Christi, Texas, based on the cooperative purchasing agreements with Houston -Galveston Area Council and Local Government Purchasing Cooperative dba BuyBoard respectively, for a total amount not to exceed $326,528.17, for use by the Solid Waste Operations. PURPOSE: This item is to approve the purchase of one ZBAR waste handler wheel loader and one backhoe loader to be used by staff of Solid Waste Operations. BACKGROUND AND FINDINGS: The wheel loader with the waste handler package is replacing a unit that is 10 years old with over 18,000 hours. The backhoe loader is replacing a unit that was 10 years old with over 10,000 hours that was sold during the last auction. Both the waste handler loader and backhoe loader are used at the J.C. Elliot transfer station to push trash and debris unloaded by customers into trailers that transfer this waste material to the Cefe Valenzuela landfill. They are both vital pieces of equipment to keep in compliance with all state regulations regarding waste handling. ALTERNATIVES: No alternatives 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: Solid Waste Operations and Fleet Maintenance Services FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $3,890,011.51 $0.00 $3,890,011.51 Encumbered / Expended Amount $3,057,174.55 $3,057,174.55 This item $326,528.17 $0.00 $326,528.17 BALANCE $506,308.79 $0.00 $506,308.79 Fund(s): Fleet Maintenance Services Comments: None RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Price Sheet Ordinance appropriating $326,528.17 from the reserved future replacement account into the capital outlay expenditure account in Maintenance Services Fund No. 5110 for the purchase of one waste handler wheel loader and one backhoe loader; amending the FY2016-17 operating budget adopted by Ordinance No. 030965 by increasing expenditures by $326,528.17; authorizing the City Manager or designee to execute all necessary documents to purchase one ZBAR waste handler wheel loader for $250,528.17 from Nueces Power Equipment, of Corpus Christi, Texas, and one backhoe loader for $76,000.00 from Doggett Heavy Machinery Services, LLC, of Corpus Christi, Texas, based on the cooperative purchasing agreements with Houston -Galveston Area Council and Local Government Purchasing Cooperative dba BuyBoard, respectively, for a total amount not to exceed $326,528.17, for use by Solid Waste Operations. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Funds in the amount of $326,528.17 are appropriated from the reserved future replacement account into the capital outlay expenditure account in Maintenance Services Fund No. 5110 for the purchase of one waste handler wheel loader and one backhoe loader. The FY2016-17 operating budget adopted by Ordinance No. 030965 is amended to increase expenditures by $326,528.17. SECTION 2. The City Manager, or designee, is authorized to execute all documents necessary to purchase one ZBAR waste handler wheel loader for $250,528.17 from Nueces Power Equipment, of Corpus Christi, Texas, and one backhoe loader for $76,000.00 from Doggett Heavy Machinery Services, LLC, of Corpus Christi, Texas, based on the cooperative purchasing agreements with Houston -Galveston Area Council and Local Government Purchasing Cooperative dba BuyBoard, respectively, for a total amount not to exceed $326,528.17, for use by Solid Waste Operations. 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: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey -Opel Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn The foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey -Opel Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn PASSED AND APPROVED this day of , 2017. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: ROBERTA ORTIZ ITEM DESCRIPTION QTY. UNIT PRICE SHEET BACKHOE AND WHEEL LOADERS H -GAC CONTRACT EM06-17 TLGPC CONTRACT 515-16 NUECES POWER EQUIPMENT CORPUS CHRISTI. TEXAS UNIT PRICE EXTENDED PRICE ITEM ZBAR Waste Handler Wheel Loader DESCRIPTION 1 QTY. EA UNIT $250,528.17 $250,528.17 Price $250,528.17 DOGGETT HEAVY MACHINERY SERVICES, LLC CORPUS CHRISTI, TEXAS UNIT PRICE EXTENDED PRICE 1 310SL Backhoe Loader 1 EA $76,000.00 $76,000.00 Price $76,000.00 Total for both the waste handler wheel loader and backhoe loader: Total Price $326,528.17 AGENDA MEMORANDUM First Ready Ordinance for the City Council Meeting of August 22, 2017 Second Reading Ordinance for the City Council Meeting of August 29, 2017 DATE: August 22, 2017 TO: Margie C. Rose, City Manager FROM: Jim Davis, Director of Fleet Maintenance iimd@cctexas.com (361) 826-1909 Lawrence Mikolajczyk, Director of Solid Waste Operations LawM@cctexas.com (361) 826-1972 Kim Baker, Assistant Director of Financial Services -Purchasing Division Kim B2@cctexas.com (361) 826-3169 Purchase of Two Ford F-550 Trucks with Service Bodies for Solid Waste Operations CAPTION: Ordinance appropriating $210,058.00 from the reserved future replacement account into the capital outlay expenditure account in Maintenance Services Fund No. 5110 for the purchase of two 2017 Ford F-550 trucks with service bodies; amending the FY2016-17 operating budget adopted by Ordinance No. 030965 by increasing expenditures by $210,058.00; authorizing the City Manager or designee to execute all necessary documents to purchase a total of two 2017 Ford F-550 trucks with service bodies for $210,058.00 from Grande Truck Center, of San Antonio, Texas, through the Local Government Purchasing Cooperative dba Buyboard, for use by Solid Waste Operations. PURPOSE: This item is to approve the purchase of two 2017 Ford F-550 trucks with service bodies to be used by Solid Waste Operations. BACKGROUND AND FINDINGS: The two Ford F-550 trucks with service bodies for the Solid Waste Operations Department will be used at the J.C. Elliot and Cefe Valenzuela landfills for methane monitoring; a task that has not been done by the department in the past, along with other maintenance duties throughout the landfills. The need for 4x4 is greatly required for these trucks as they are used off road to get to the methane gas monitors. The trucks have service bodies to facilitate the crane and air compressor generator along with the tools required to safely, and efficiently perform these duties. The crane will be used to lift the monitors out of the ground safely. The air compressor generator is a combination unit that will provide power to both electric, and pneumatic tools required for the job. The trucks will also have a towing package so that they will be able to pull a trailer needed for other maintenance duties when required. The two units that these trucks will replace have already been removed from the fleet. One of these units, a 3/4 ton 4x4 crew cab truck, was lost due to a fire, and has already been salvaged. It was an older unit that was 11 years old, with over 162,000 miles. The other replacement unit, a'/ ton pickup, was involved in an accident, and was deemed unrepairable. ALTERNATIVES: No alternatives OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Fleet Maintenance Services and Solid Waste Operations FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $3,890,011.51 $0.00 $3,890,011.51 Encumbered / Expended Amount $3,057,174.55 $3,057,174.55 This item $210,058.00 $0.00 $210,058.00 BALANCE $622,778.96 $0.00 $622,778.96 Fund(s): Fleet Maintenance Services Comments: None RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Price Sheet Ordinance appropriating $210,058.00 from the reserved future replacement account into the capital outlay expenditure account in Maintenance Services Fund No. 5110 for the purchase of two 2017 Ford F-550 trucks with service bodies; amending the FY2016-17 operating budget adopted by Ordinance No. 030965 by increasing expenditures by $210,058.00; authorizing the City Manager or designee to execute all necessary documents to purchase a total of two 2017 Ford F-550 trucks with service bodies for $210,058.00 from Grande Truck Center, of San Antonio, Texas, through the Local Government Purchasing Cooperative dba Buyboard, for use by Solid Waste Operations. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Funds in the amount of $210,058.00 are appropriated from the reserved future replacement account into the capital outlay expenditure account in Maintenance Services Fund No. 5110 for the purchase of two 2017 Ford F-550 trucks with service bodies. The FY2016-17 operating budget adopted by Ordinance No. 030965 is amended to increase expenditures by $210,058.00. SECTION 2. The City Manager, or designee, is authorized to execute all documents necessary to purchase two 2017 Ford F-550 trucks with service bodies for $210,058.00 from Grande Truck Center, of San Antonio, Texas, through the Local Government Purchasing Cooperative dba Buyboard, for use by Solid Waste Operations. 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: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel The foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel PASSED AND APPROVED this day of , 2017. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: ROBERTA ORTIZ ITEM DESCRIPTION 2. Ford F-550 with Service Crane Body BuyBoard Fee QTY. UNIT 2 EA 1 EA PRICE SHEET Ford F-550 TLGP 521-16 Grande Truck Center San Antonio, Texas UNIT PRICE EXTENDED PRICE $104,829.00 $400.00 $209,658.00 $400.00 $210,058.00 AGENDA MEMORANDUM First Reading for the City Council Meeting of August 22, 2017 Second Reading for the City Council Meeting of August 29, 2017 DATE: August 10, 2017 TO: Margie C. Rose, City Manager THROUGH: Keith Selman, Assistant City Manager KeithSe@cctexas.com (361) 826-3898 FROM: Rudy Betancourt, Director of Housing & Community Development RudyB©cctexas.com (361) 826-3021 Donation of Surplus City Property to Habitat for Humanity CAPTION: Ordinance authorizing the conveyance of a tract of land located within the city at 1901 Brennan Street to Habitat for Humanity to be re -platted and rezoned by Habitat for Humanity for construction of a single-family affordable house at 1902 Lipan Street, subject to specified conditions; authorizing the City Manager or designee to execute all necessary documents related to the transaction; 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 approximately 316 sq. ft. of land located on lots 13 and 14, Block 4 of Brennan Addition, Corpus Christi, Nueces County, Texas on Brennan Street to Habitat for Humanity for the development of affordable housing at a price of $10.00. Habitat for Humanity currently owns the front portion of the lot at 1902 Lipan Street which is approximately 4,250 sq. ft. and does not meet the minimum requirement (4,500 sq. ft.) to build a residential home. The City owns the rear portion of 1901 Brennan Street which is the lot adjacent to a drainage ditch. Habitat for Humanity is requesting the conveyance of an additional 6.45 ft. (316 sq. ft.) of City -owned land to meet the requirement of 4,500 sq. ft. to build a residential home. The City's portion of this lot is 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: N/A 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): (Do not list Accounting streams, use names of accounts) 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 Exhibit A - Metes and Bounds Letter of Request — Habitat for Humanity Map of Property Ordinance authorizing the conveyance of a tract of land located within the city at 1901 Brennan Street to Habitat for Humanity to be re -platted and rezoned by Habitat for Humanity for construction of a single- family affordable house at 1902 Lipan Street, subject to specified conditions; authorizing the City Manager or designee to execute all necessary documents related to the transaction; 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 a tract of land to Habitat, and Habitat desires to purchase the land from the City, and re -plat and rezone the land for construction of a single-family affordable house on the rezoned and replatted land that will comprise property located at 1902 Lipan Street; and Whereas, the City agrees to convey the tract of 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 tract 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 a structure on the lots comprising property located at 1902 Lipan Street, as re -platted after conveyance by the City of a 316 square foot tract of land, 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 36 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 tract of real property: 316 square feet of land out of Lots 13 and 14, Block 4, Brennan Addition, Corpus Christi, Nueces County, Texas. This 316 square foot tract being more fully described by meets and bounds in Exhibit A. Section 2: Habitat shall rezone and replat this tract of land in order to comply with the City of Corpus Christi's residential zoning requirements and minimum lot size requirements for residential construction. Section 3: If, for any reason, any section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it 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 4: 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: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel That the foregoing ordinance was read for the second time and passed finally on this the day of , 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel 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 thirty-six (36) months from the effective date. 4. Habitat's Responsibilities. a. Habitat shall complete construction of one (1) new single-family house at 1902 Lipan St., Corpus Christi, Texas, and offer the house for sale as affordable housing, as that term is defined in Title 42 of the United States Code, Section 12745. b. Habitat shall re -plat the property located at 1902 Lipan St., after conveyance by the City of the tract of land described below and prior to the commencement of construction of the house at 1902 Lipan St., in order to comply with the City's lot size requirements for residential construction. c. Habitat shall also re -zone the tract of land conveyed by this agreement in order to comply with the City's zoning requirements prior to the commencement of construction of the house at 1902 Lipan Street. d. 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. e. All construction work must be performed in a workmanlike manner and in accordance with the current applicable housing standards and local codes. f. The house must be certified to meet Texas Department of Insurance windstorm requirements. Additionally, the house must be constructed to meet the requirements of the International Energy Conservation Code. g. Habitat shall not use any City issued federal funds in performance of Habitat's responsibilities specified in this Agreement. 5. City's Responsibilities. a. A tract of land owned by the City will be sold to Habitat and re -platted and rezoned by Habitat to allow for construction of one (1) new single-family house specified in this Agreement and is identified as follows: (1) 316 square feet of land out of Lots 13 and 14, Block 4, Brennan Addition, a map of which is recorded in Volume 8, page 33, Map Records of Nueces County, Texas. This 316 square foot tract being more fully described by metes and bounds in Exhibit A. b. As an incentive to increase affordable infill housing within the City, the portion of land 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 tract of land 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 lots comprising property located at 1902 Lipan Street, as re -platted after conveyance of the above described 316 square foot tract of land, to a single-family house 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 36 months of conveyance. c. City will convey the above identified property as is, where is, with all faults; certifying only that there are no liens on the identified property and the City is the current owner of the identified property. Habitat will pay closing costs associated with the sale of the identified property. Should Habitat want to obtain title insurance, Habitat will have the option to purchase it at its 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 2 present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, 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 3 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. 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. 4 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. 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 B, 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 010, 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 C). Habitat agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. 5 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. 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 § Approved as to form: , 2017 Yvette Aguilar Assistant City Attorney for the City Attorney 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 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: 8 EXHIBIT C ATTACH FORM 1295 9 95030 — Habitat for Humanity Site STATE OF TEXAS COUNTY OF NUECES BEING a tract of land containing 316 square feet of land out of Lots 13 and 14, Block 4, Brennan Addition, a map of which Is recorded in Volume 8, Page 33, Map Records of Nueces County, Texas, This 316 square foot tract being more fully described by metes and bounds as follows: Commencing at a 5/8 inch iron rod found at the intersection of the west boundary of 60 foot wide Coke Street with the north boundary of 60 foot wide Lipan Street for the southeast corner of Lot 12, said Block 4, Brennan Addition; Thence, with the west boundary of said Coke Street, same being the east boundary of said Lot 12, as monumenied an the ground, North 00°21'57" East, at 76.00 feet pass a 5.8 inch iron found for the northeast corner of said Lot 12 and the southeast comer of said Lot 13 and continuing North 00°21'57" East, with the west boundary of said Coke Street, same being the east boundary of said Lot 13, in all a total distance of 85.00 feet for the "Point of Beginning" of this description, for the northeast comer (no monumentation found or set) of a 4,184 square foot tract descnbed in deed recorded in Volume 317, Page 104, Deed Records of Nueces County, Texas and for the southeast corner of this trace; Thence, with the north boundary of said 4,184 square foot tract descnbed in deed recorded in Volume 317. Page 104, Deed Records of Nueces County, Texas, same being the south boundary of this tract, North 1W16'36" West. a distance of 49 03 feet to the common boundary ofsaid Lot 14 and Lot 8A, Block 4, a map of which is recorded in Volume 68, Page 640, Map Records of Nueces County, Texas for the northwest corner of said 4,184 square foot tract and for the southwest comer (no monumentation found or set) of this tract; Thence, with the common boundary of said Lots 8A and 14, same being the west boundary of this tract, North 00'37'39" East, a distance of 6,45 feet to a 5/8 inch iron rod with City of Corpus Christi cap set for the northwest comer of this tract, from which corner a 5/8 iron rod found for the northeast corner of said Lot 8 bears North 00'37'39" East, a distance of 4.55 feet; Thence, with the north boundary of this tract, South 89.16'36" East, a distance of 49.00 feel to a 5/8 inch iron rod with City of Corpus Christi cap set on the aforementioned west boundary of Coke Street for the northeast comer of this tract; Thence, with the west boundary of said Coke Street, as monumented on the ground, same being the east boundary of said Lot 13 and of this tract, South 00°21'57" West, a distance of 6.45 feet to the "Point of Beginning" and containing 316 square feet of land. Bearings based on GPS bearings, Texas State Plane Coordinate System, NAD 83 (2011), Texas South Zone. STATE OF TEXAS COUNTY OF NUECES 1, Russell D. Ochs, a Registered Professional Land Surveyor, hereby certify that the foregoing field notes were prepared by me from a land survey made on the ground under my supervision. This the 14th day of August, 2017 Russell D. Ochs, R.P.L.S. State of Texas License No. 5241 K. Eatmevut sune}'rKoJCc-rsJMSa10-0.irLAT 6AE1•!1A ..'.+ anosi LOr SA-BLK 4 2:I51F.na! Doctm.nts'JN9SO3O.REPLAT-BRENNAN ADOrTION•LOT 5*•BLK 4-2415M&B EXHI err - habitat fur humanity sits.doc4 Pays'. of ilkHabitat for Humanity Corpus Christi. In. OFFICERS Fitt tc ;Kr: Prrinfrrrt June 23, 2017 Margie Rose, City Manager City of Corpus Christi 1201 Leopard St Corpus Christi, TX 78401 Dear Margie, RECEIVED JUN 2 8 2017 CityManager's Office Recently the City approved Habitat's purchase of 3 lots, 1914, 1910 and 1906 C1 11;0. NI, .Rr ,lil:R I , Lipan Street for the building of 3 affordable homes for low income families. We Prordent are very gratefully for the opportunity to build these three homes. Habitat also Rt.c 1 1 5 \1 t \1 owns a fourth lot 1902 Lipan Street adjacent to the 3 purchased properties. Srrrrl,r11 However, the lot at 1902 in its current size 4,250 sq. ft. does not meet the minimum requirement (4,500 sq. ft) to build a residential home. �.j. lti•:1:51 Trr j,,n r DIRECT( )1(S EVAN 1)1 \l) \S alt i\li,t.'E' l .ht'I\A s� N1.11t1: Jt:I-l-til-.v LEE IRM.\\ Sr LEY Rt. t• \ _\s u:1.\ fl•. IYtItEr fr CI II':R11..\\l )RI:\\ 1'.Il.FI N Li !NA it )121 BARBARA Svv'I•:I•.NI.1 f:xe mire Uine,lor The lots are all adjacent to a concrete drainage ditch along the back -property line (see attached map). The three lots recently purchased have lot lines that abut the ditch allowing for larger lots. The 1902 Lipan lot line ends 11 ft. from the ditch. The city owns property between our lot line and the adjacent drainage ditch. The City of Corpus Christi Utilities department has verified that by providing Habitat with an additional 5 ft across the back lot of 1902 Lipan the city would maintain suitable access to the drainage ditch while also providing Habitat with enough property to meet the requirement of 4,500 sq. ft. Jason Martinez, General Foreman of the Utilities Department, and Sonny Garza of the Property & Land Acquisition Department met me at the site to confirm what could be done. HFH -CC is requesting that the city give Habitat the additional 250 sq. ft. needed to meet the minimum lot size requirement, creating an opportunity for an affordable home to be built for a low income family, while putting a vacant lot to good use. If approved we will submit a rezoning request to RS -4.5 for the lot. Should you have any questions, please do not hesitate to contact me. Sincerely, tryj �usei)ristiltilh.ry; • - it -A-614 _-S6K_l-Q/ (1)111 1 fufCorptis Barbara Sweeney, Executive Director CC Bobby Harald 501©3 LIN 74-25(171.3 Habitat for Humanity (Dedicated By City) AGENDA MEMORANDUM First Reading for the City Council Meeting of August 22, 2017 Second Reading for the City Council Meeting of August 29, 2017 DATE: August 10, 2017 TO: Margie C. Rose, Acting City Manager THRU: Sylvia Carrillo -Trevino, Assistant City Manager Mark Van Vleck, Assistant City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361) 826-3227 Esteban Ramos, Water Resource Manager, Utilities Treatment EstebanR2@cctexas.com (361) 826-3294 Authorization for the Issuance of Utility System Revenue Improvement Bonds for SWIRFT Funding through the Texas Water Development Board CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2017" in an amount not to exceed $2,750,000; 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, a financing 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; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. PURPOSE: The City of Corpus Christi has requested funding from the Texas Water Development Board's (TWDB) State Water Implementation Revenue Fund for Texas (SWIRFT) to fund proposed planning work for a seawater desalination project in an amount not to exceed $2,750,000. This funding will be in the form of Utility System Junior Lien Revenue Improvement Bonds that will be purchased by the TWDB from the SWIRFT program. In order to proceed forward, the City Council is now being asked to authorize the issuance of the City's Utility System Revenue Improvement Bonds, as well as to approve the financing agreement with the Texas Water Development Board. The deadline to submit the financing agreement to the Texas Water Development Board is September 11, 2017. BACKGROUND AND FINDINGS: The SWIRFT program is a financial assistance program administered by the Texas Water Development Board and accessed by local governments across the State of Texas. TWDB financings provide affordable, state financial assistance for projects in the state water plan. The program helps communities develop cost-effective water supplies by providing low-interest loans, extended repayment terms, deferral of loan repayments, and incremental repurchase terms. On April 26, 2017, the City Council approved the submission of an application to the TWDB for deferred financing from the SWIRFT program for financial assistance (in the form of the Texas Water Development Board deferred loan) in an amount not to exceed $2,750,000 for planning of a seawater desalination treatment project. (The City Council resolution #031130 with the application is attached.) The loan is structured as an eight- year deferment with the entire $2,750,000 being paid off in one payment on July 15, 2025. The application was approved by the TWDB on July 20, 2017. The next step is for the City Council to approve the issuance of the City's Utility System Junior Lien Revenue Improvement Bonds. It is anticipated that funds will be received by November 30, 2017. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: Issuance of municipal obligations are exempted from the City's charter provision regarding dual reading and/or emergency adoption provisions pursuant to the provisions of Section 1201.028, as amended, Texas Government Code. DEPARTMENTAL CLEARANCES: • Bond Counsel • City Attorney's Office • Financial Services Department • Utilities Department FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - - - - Encumbered/Expended amount of (date) - - - - This item - $ 2,750,000 - $ 2,750,000 BALANCE - $ 2,750,000 - $ 2,750,000 FUND(S): CIP Fund (number to be determined after bond sale) COMMENTS: None RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Financing Agreement City Council Resolution #031130 Approving Submission of the TWDB Application ORDINANCE NO. DRAFT 8/14/17 AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 2017" IN AN AMOUNT NOT TO EXCEED $2,750,000; 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, A FINANCING 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; ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE OF THIS ORDINANCE; AND PROVIDING AN EFFECTIVE DATE 82501242.6 TABLE OF CONTENTS Page SECTION 1. Authorization - Designation - Principal Amount - Purpose 2 SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Dated Date 3 SECTION 3. Payment of Bonds - Interest Payments - Paying Agent/Registrar 4 SECTION 4. Redemption 6 SECTION 5. Execution - Registration 7 SECTION 6. Registration - Transfer - Exchange of Bonds - Predecessor Bonds 8 SECTION 7. Initial Bond 8 SECTION 8. Forms 9 SECTION 9. Definitions 18 SECTION 10. Pledge of Junior Lien Pledged Revenues 26 SECTION 11. Rates and Charges 27 SECTION 12. System Fund 28 SECTION 13. Bond Fund - Excess Funds 29 SECTION 14. Reserve Fund 30 SECTION 15. Deficiencies - Excess Junior Lien Pledged Revenues 32 SECTION 16. Payment of Bonds 32 SECTION 17. Investments 32 SECTION 18. Covenants 33 SECTION 19. Issuance of Additional Priority Bonds, Additional Junior Lien Obligations, Subordinate Lien Obligations, and Additional Inferior Lien Obligations 37 SECTION 20. Refunding Bonds 40 SECTION 21. Issuance of Special Project Bonds 41 SECTION 22. Security of Funds 41 SECTION 23. Remedies in Event of Default 41 SECTION 24. Notices to Holders Waiver 41 SECTION 25. Bonds Are Negotiable Instruments 42 SECTION 26. Cancellation 42 SECTION 27. Mutilated, Destroyed, Lost, and Stolen Bonds 42 SECTION 28. Confirmation of Sale; Approval of Private Placement Memorandum 43 SECTION 29. Compliance with Purchaser's Rules and Regulations 43 SECTION 30. Application of Bond Proceeds 46 82501242.6 -1- TABLE OF CONTENTS (continued) Page SECTION 31. Covenants to Maintain Tax -Exempt Status 46 SECTION 32. Control and Custody of Bonds 49 SECTION 33. Satisfaction of Obligation of City 50 SECTION 34. Ordinance a Contract; Amendments — Outstanding Bonds 51 SECTION 35. Printed Opinion 51 SECTION 36. CUSIP Numbers 51 SECTION 37. Effect of Headings 51 SECTION 38. Benefits of Ordinance 51 SECTION 39. Inconsistent Provisions 52 SECTION 40. Governing Law 52 SECTION 41. Severability 52 SECTION 42. Incorporation of Preamble Recitals 52 SECTION 43. Authorization of Paying Agent/Registrar Agreement 52 SECTION 44. Authorization of Escrow Agreement 52 SECTION 45. Application to Texas Water Development Board 52 SECTION 46. Public Meeting 52 SECTION 47. Continuing Disclosure of Information 53 SECTION 48. Book -Entry Only System 56 SECTION 49. Further Procedures 57 SECTION 50. Unavailability of Authorized Publication 57 SECTION 51. No Recourse Against City Officials 58 SECTION 52. Automatic Budget Amendments to Reflect Final Debt Service Payments 58 SECTION 53. Covenants of Compliance 58 SECTION 54. Construction of Terms 58 SECTION 55. City's Consent to Provide Information and Documentation to the Texas MAC 58 SECTION 56. Effective Date 58 Schedule I Approval Certificate Exhibit A Paying Agent/Registrar Agreement Exhibit B Escrow Agreement Exhibit C Financing Agreement Exhibit D Description of Annual Financial Information Exhibit E DTC Letter of Representations 82501242.6 -11- ORDINANCE NO. AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 2017" IN AN AMOUNT NOT TO EXCEED $2,750,000; 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, A FINANCING 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; ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE OF THIS ORDINANCE; 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 82501242.6 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; 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, the City Council has determined that revenue bonds payable from and equally and ratably secured solely by a junior lien on and pledge of the Net Revenues of the System should be issued for the purpose of designing, planning, building, improving, extending, enlarging, and repairing the System; and WHEREAS, pursuant to the provisions of Chapter 1502, as amended, Texas Government Code and the City's Home Rule Charter, the City Council is authorized to issue revenue bonds. WHEREAS, the Texas Water Development Board (the Purchaser) has agreed to purchase the revenue 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 which will enable the City to undertake the proposed improvements to the System; 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 bonds; and WHEREAS, the revenue bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State of Texas, including Chapter 1502, as amended, Texas Government Code, 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 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: 82501242.6 -2- SECTION 1. Authorization — Designation — Principal Amount — Purpose. Revenue improvement bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of TWO MILLION SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($2,750,000), to be designated and bear the title of CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 2017 (the Bonds), pursuant to this ordinance adopted by the City Council (the Ordinance) for the purpose of (i) designing, planning, building, improving, extending, enlarging and repairing the System, 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 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 1502 [and Chapter 1307], as amended, Texas Government Code, the City's Home Rule Charter, and this Ordinance. 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 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, the redemption provisions therefor, the rate of interest to be borne on the principal amount of each such maturity, the identification of a purchaser or purchasers for the Bonds, selection of the provider of a policy of municipal bond insurance securing the repayment of principal of and interest on the Bonds (if any), and selection of a Credit Provider to provide a Credit Facility to satisfy any debt service reserve fund requirement relating to the Bonds, if any. 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. The Bonds shall be issued in the principal amount not to exceed $2,750,000; the maximum maturity of the Bonds will be July 15, 2057, 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. The execution of an Approval Certificate relating to the Bonds issued hereunder shall evidence the sale date of the Bonds by the City to the purchaser or purchasers in accordance with the provisions of the Act. It is further provided, however, that notwithstanding the foregoing provisions, the Bonds shall not be delivered unless prior to their initial delivery, the Bonds 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 — Dated Date. The Bonds are issuable in fully registered form only; shall be dated , 2017 (the Dated Date); shall be in denominations of $5,000 or any integral multiple thereof, shall be lettered "R-" and numbered consecutively from One (1) upward and principal shall become due and payable on July 15 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Closing Date, or the most recent Interest Payment Date (hereinafter defined) to which interest 82501242.6 -3- has been paid or duly provided for, to the earlier of redemption or Stated Maturity, at the rates per annum in accordance with the following schedule: Years of Stated Maturity (July 15) 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 Principal Amounts ($) Interest Rates (%) 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 January 15, 2018, 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 82501242.6 -4- 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. 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 82501242.6 -5- 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. SECTION 4. Redemption. A. Optional Redemption. The Bonds having Stated Maturities on and after July 15, 2029 shall be subject to redemption prior to Stated Maturity, in inverse order of Stated Maturity, at the option of the City, on January 15, 2028, 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. Special Mandatory Redemption. In the event that the Purchaser at such time remains the sole holder of the Bonds and the final accounting delivered by the City to the Purchaser in the form and manner specified in Section 29 of this Ordinance evidences that the total cost of the project or projects to be financed with Bond proceeds is less than the amount of Bond proceeds available for paying such costs or if the Executive Administrator of the Purchaser disapproves construction of any portion of such project or projects as not being in accordance with the plans and specifications, then the City shall, unless an alternative is permitted under Section 29 hereof, immediately, with the filing of the final accounting, redeem Bonds in the amount of such excess and/or cost determined by the Executive Administrator of the Purchaser relating to the parts of such project or projects not built in accordance with the plans and specifications, to the nearest multiple of the authorized denomination for the Bonds. Bonds redeemed pursuant to this provision shall be redeemable on any date, in inverse order of Stated Maturity, 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. 82501242.6 -6- 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 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. 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. 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) 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. 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 82501242.6 -7- 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. 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. 82501242.6 -8- 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 $2,750,000 with principal installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully -registered Bond for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (the Initial Bond) 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 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 82501242.6 -9- 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. 82501242.6 [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 IMPROVEMENT BONDS, SERIES 2017 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 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 January 15, 2018. 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 82501242.6 -11- 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 $2,750,000 (the Bonds) pursuant to an ordinance adopted by the governing body of the City (the Ordinance), for the purpose of (i) designing, planning, building, improving, extending, enlarging, and repairing the System (defined herein), and (ii) paying the costs of issuance relating thereto, all in conformity with the laws of the State of Texas, particularly Chapter 1502, as amended, Texas Government Code, the City's Home Rule Charter, 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 the Inferior Lien Obligations. The Bonds stated to mature on and after July 15, 2029 may be redeemed prior to their Stated Maturities, in inverse order of Stated Maturity, at the option of the City, on January 15, 2028 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. In addition to the foregoing right to optional redemption, in the event that the Purchaser at such time remains the sole holder of the Bonds and the final accounting delivered by the City to the Purchaser in the form and manner specified in the Ordinance evidences that the total cost of the project to be financed with Bond proceeds is less than the amount of Bond proceeds available for paying such costs or if the Executive Administrator of the Purchaser disapproves construction of any portion of such project or projects as not being in accordance with the plans and specifications, then the City shall, unless the Ordinance permits another use of such excess funds, immediately, with the filing of the final accounting, redeem Bonds in the amount of such excess and/or cost determined by the Executive Administrator of the Purchaser relating to the parts of such project or projects not built in accordance with the plans and specifications to the nearest multiple of the authorized denomination for the Bonds. Bonds redeemed pursuant to this provision shall be redeemable on any date, in inverse order of Stated Maturity, 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. 82501242.6 -12- 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 any Subordinate Lien Obligations and the 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. 82501242.6 -13- 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. 82501242.6 [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) 82501242.6 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 82501242.6 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Dallas, Texas, as Paying Agent/Registrar By: Authorized Signature -16- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: 82501242.6 [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 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 January 15, 2018. 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 82501242.6 -18- 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 31 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 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. 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 82501242.6 - 1 9- 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 $2,750,000 "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, SERIES 2017", dated , 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. 82501242.6 -20- 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. 0. 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 82501242.6 -21- 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 82501242.6 -22- 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 Federal Contract, (ii) any Additional Inferior 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 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, as determined by the City Council in accordance with 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 January 15, 2018, 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 the 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 82501242.6 -23- 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. 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 August 29, 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 33 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 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 82501242.6 -24- 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 Junior Lien Revenue Refunding Bonds, Series 2015", dated July 1, 2015, in the original principal amount of $46,990,000 (6) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2015C", dated July 1, 2015, in the original principal amount of $101,385,000; (7) "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; (8) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2017", dated March 15, 2017, in the original principal amount of $52,215,000; (9) City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds, Series 2017A," dated May 1, 2017, in the original principal amount of $27,670,000; and (10) Upon issuance, the Bonds. II. 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: 82501242.6 -25- (1) "City of Corpus Christi, Texas Bonds, Series 2009", dated March 1, 2009, $96,490,000; (2) "City of Corpus Christi, Texas Bonds, Series 2010", dated March 1, 2010, $8,000,000; Utility System Revenue Improvement in the original principal amount of Utility System Revenue Improvement in the original principal amount of (3) "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; (4) "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 (5) "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. JJ. 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. KK. 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. LL. The term Purchaser shall mean the initial purchaser or purchasers of the Bonds named in Section 28 of this Ordinance. 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. 82501242.6 -26- 00. The term Reserve Fund Deposits shall have the meaning given such term in Section 14 of this Ordinance. 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, 82501242.6 -27- 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. 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 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. 82501242.6 -28- 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 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 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 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 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 82501242.6 -29- 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 Federal Contract 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 Improvement 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 82501242.6 -30- 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 Improvement 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 82501242.6 -31- (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 increase in the Required Reserve Amount attributable to the issuance of 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 82501242.6 -32- 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 Chapter 1207, as amended, Texas Government Code), 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 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 82501242.6 -33- 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 (collateralized pursuant to the Public Funds Collateral Act, as amended, Chapter 2257, 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 82501242.6 -34- 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, 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 82501242.6 -35- 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, 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, 82501242.6 -36- 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, 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 82501242.6 -37- 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 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 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 82501242.6 -38- 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 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 20 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 82501242.6 -39- 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 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. 82501242.6 -40- (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 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. 82501242.6 -41- 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, 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, 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. 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 82501242.6 -42- 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 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. 82501242.6 -43- 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 or Mayor Pro Tem and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the 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 State Water Implementation Fund for Texas 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 82501242.6 -44- Escrow Fund (defined herein), in accordance with the standards set forth by the Government Accounting Standard Board; B. to create and establish at the Depository a "City of Corpus Christi, Texas State Water Implementation Fund for Texas Construction Fund" (the Construction Fund) for the receipt and disbursement of all proceeds from the sale of the Bonds and all other funds acquired by the City in connection with the planning and construction of the projects financed, in whole or in part, by the Purchaser pursuant to the loan evidenced by the Bonds and all funds deposited to the credit of the Construction Fund shall be disbursed only for the payment of costs and expenses incurred in connection with the planning and building of such projects as approved by the Purchaser and as otherwise allowed by the rules; C. 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; D. upon completion of the construction of the projects financed, in whole or in part, by the loan evidenced by the Bonds, to provide a final accounting to the Purchaser of the total costs of the projects. In determining the amount of available funds for building the project, the City agrees to account for all amounts deposited to the credit of the Construction Fund, including all loan funds extended by the Purchaser, all other funds available from the projects as described in the project engineer's or fiscal representative's sufficiency of funds statement and all interest earned by the City on money in the Construction Fund. Amounts determined to represent excess or unneeded Bond proceeds shall, at the City's option and upon receipt of prior approval of the Executive Administrator of the Purchaser, be (i) used to redeem Bonds in accordance with Section 4.B hereof, (ii) deposited to the Bond Fund for the purpose of paying scheduled debt service on the Bonds, or (iii) used to pay eligible costs of the project for which the Bonds were issued, as first approved by the Executive Administrator of the Purchaser; E. 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; F. 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; G. to abide by the Purchaser's rules and relevant state statutes now or hereafter existing, including, but not limited to, the Purchasers' pre -design funding procedures; H. to not use Bond proceeds to pay for the cost of sampling, testing, removing or disposing of contaminated soils and/or media at the project site; I. to report to the Purchasers the amounts of project funds, if any, that were used to compensate historically underutilized businesses that worked on the project, in accordance with 31 TAC § 363.1312; J. 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 82501242.6 -45- 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; K. 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; L. to comply, and take steps to assure that its contractors and sub -contractors shall comply with the Davis Bacon Act (being Subchapter IV of Chapter 31 of Title 40 of the United States Code), and the United Stated Department of Labor's implementing regulations therefor, with respect to projects financed with proceeds of the Bonds; M. to submit outlay reports with sufficient documentation on costs on a quarterly or monthly basis in accordance with the Purchaser's outlay report guidelines; N. 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; O. to timely and expeditiously use all loan proceeds as required by federal statutes and EPA regulations, and in adherence to the project schedule approved by the Purchaser's Executive Administrator (which shall not be altered except for good cause shown and only with the written approval of the Purchaser's Executive Administrator); P. 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 31 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; (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 31 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 82501242.6 -46- 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; Q. of the Bonds. to not acquire any of the Source Series Bonds in an amount related to the amount R. 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 S. to provide a schedule prepared by an Engineer, specifying the useful life of the components of the project refinanced with Bond proceeds. SECTION 30. Application of Bond Proceeds. A. Proceeds from the sale of the Bonds shall, promptly upon receipt by the City, be applied as follows: (1) An amount identified in instructions from any Authorized Official shall be deposited in the Construction Fund for the payment of certain costs of issuance relating to the Bonds and certain other costs relating to the improvement of the System and such amount may be deposited in the Escrow Agreement authorized by the provisions of Section 44 hereof. (2) The amount identified in Section 14, if any, shall be deposited to the Reserve Fund to satisfy the increase in the Required Reserve Amount attributable to the issuance of the Bonds. Any proceeds of the Bonds remaining after making all such deposits and payments shall be deposited into the Bond Fund. SECTION 31. 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. 82501242.6 Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. -47- Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Bonds 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 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, 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 82501242.6 -48- 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, 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. 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 82501242.6 -49- 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 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) The City reasonably expects to spend at least 85% of the spendable proceeds of the Bonds within three years after the Bonds are issued. (2) Not more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of four years or more. K. 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 82501242.6 -50- 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 32. 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 33. 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 31 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 82501242.6 -51- 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 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 34. 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 35. 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. 82501242.6 -52- SECTION 36. 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 37. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 38. 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 39. 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 40. 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 41. 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 42. 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 43. 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 44. Authorization of Escrow Agreement and Financing Agreement. To the extent the hereinafter -described Escrow Agreement is required to comply with the Purchaser's requirements, 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 an Escrow Agreement to comply with the Purchaser's pre -design funding option rules and regulations. A copy of the Escrow Agreement is attached hereto, in substantially final form, as Exhibit B, and is incorporated by reference to the 82501242.6 -53- provisions of this Ordinance. Any Authorized Official, or his or her designee is authorized to execute the Escrow Agreement as the act and deed of the City Council. In addition, 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 Financing Agreement concerning certain aspects of the delivery of the Bonds and the purchase thereof by the Purchaser and to comply with the Purchaser's rules and regulations. A copy of the Escrow Agreement is attached hereto, in substantially final form, as Exhibit C, and is incorporated by reference to the provisions of this Ordinance. Any Authorized Official, or their designee, is authorized to execute the Financing Agreement as the act and deed of the City Council. SECTION 45. 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 46. 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 47. 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 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 82501242.6 -54- 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) (2) (3) difficulties; Principal and interest payment delinquencies; Non-payment related defaults, if material; Unscheduled draws on debt service reserves reflecting financial (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; (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 82501242.6 -55- (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 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. 82501242.6 -56- 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 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 48. 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 82501242.6 -57- 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 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. 82501242.6 -58- SECTION 49. 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 50. 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 51. 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 52. 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 53. Covenants of Compliance. The City shall faithfully and punctually perform all duties with reference to the System required by Chapter 1502, as amended, Texas Government Code, 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 54. 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 82501242.6 -59- 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 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 ordained. 82501242.6 [The remainder of this page intentionally left blank] -60- SIGNED AND SEALED THIS 29th DAY OF AUGUST, 2017. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS 29th DAY OF AUGUST, 2017: Miles Risley, City Attorney 82501242.6 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 29th day of August, 2017, authorizing the issuance of the City's Utility System Junior Lien Revenue Improvement 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 29th day of August, 2017. 82501242.6 City Secretary (CITY SEAL) S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the 22nd day of August, 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guaj ardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel That the foregoing ordinance was read for the second time and passed finally on this the 29th day of August, 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey -Opel PASSED AND APPROVED, this the 29th day of August, 2017. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor 82501242.6 S-3 INDEX TO SCHEDULES AND EXHIBITS Schedule I Approval Certificate Exhibit A Paying Agent/Registrar Agreement Exhibit B Escrow Agreement Exhibit C Financing Agreement Exhibit D Description of Annual Financial Information Exhibit E DTC Letter of Representations 82501242.6 Index -1 82501242.6 SCHEDULE I Approval Certificate See Tab No. Schedule I 82501242.6 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. A-1 82501242.6 EXHIBIT B Agreement See Tab No. B-1 82501242.6 EXHIBIT C Financing Agreement C-1 EXHIBIT D Description of Annual Financial Information The following information is referred to in Section 47 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 Application referred to) below: 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 referenced in the Application, but for the most recently concluded fiscal year. 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. 82501242.6 D-1 82501242.6 EXHIBIT E DTC Letter of Representation See Tab No. E-1 FINANCING AGREEMENT This FINANCING AGREEMENT (Agreement) is entered into between the TEXAS WATER DEVELOPMENT BOARD (TWDB), an agency of the State of Texas, and the CITY OF CORPUS CHRISTI (Borrower). The TWDB and the Borrower may be referred to as the "Parties" in this Agreement. RECITALS WHEREAS, the TWDB adopted Resolution No. 17-074 (Attachment A, referred to as the Resolution) on July 20, 2017, making a commitment to the Borrower for financial assistance in the amount of $2,750,000 from the State Water Implementation Revenue Fund for Texas (SWIRFT) administered by the TWDB; and WHEREAS, through this Agreement, the Borrower intends to sell to the TWDB the Borrower's $2,750,000 City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Proposed Series 2017 (Borrower Bonds) for the TWDB's financial assistance from the SWIRFT, as further described in Attachment B; and WHEREAS, the SWIRFT is funded, in part, with proceeds of the expected issuance of TWDB's revenue bonds (SWIRFT Bonds), in an estimated par amount not to exceed $1,208,235,000, issued under authority of Texas Water Code §§ 15.472 and 15.475, and Texas Constitution, Article III, Section 49-d-13; and WHEREAS, the SWIRFT Bonds are additionally secured by money made available under the terms of a bond enhancement agreement executed under authority of Texas Water Code §§ 15.434 and 15.435, and Texas Constitution, Article III, Section 49-d-12; and WHEREAS, the SWIRFT is funded, in part, with money received as repayment of financial assistance provided from the SWIRFT, under Texas Water Code § 15.472, which is used to pay the principal and interest on the SWIRFT Bonds, under Texas Water Code § 15.474, and Texas Constitution, Article III, Section 49 -d -13(d) and (f); and WHEREAS, the Resolution provides that funding the commitment is contingent on a future sale of SWIRFT Bonds designated by the TWDB; and 1 WHEREAS, the TWDB intends to provide financial assistance from the SWIRFT to the Borrower with proceeds of SWIRFT Bonds designated by the TWDB; and WHEREAS, the TWDB and the Borrower desire to enter into this Agreement to set forth the obligations of the Parties with respect to the TWDB providing financial assistance to the Borrower consistent with the desire of the TWDB to issue SWIRFT Bonds to provide money for the SWIRFT. NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement, the TWDB and the Borrower agree as follows: AGREEMENT SECTION 1. MUTUAL COMMITMENTS. As further described in the Resolution, the TWDB committed to the Borrower and the Borrower commits to borrow from the TWDB an amount not to exceed $2,750,000 from the SWIRFT to be evidenced by the issuance and delivery of Borrower Bonds to the TWDB consistent with the terms and conditions described in this Agreement, Attachment A, Attachment B, and Attachment C. SECTION 2. TRANSACTION SCHEDULE AND PRICING. By execution of this Agreement, the Borrower acknowledges and represents that it has a current need for financial assistance from the TWDB and shall take all necessary steps to issue and deliver the Borrower Bonds to evidence the commitment described in Section 1. The Borrower further acknowledges and understands that the TWDB is entering into this Agreement for the sole purpose of issuing SWIRFT Bonds to fund the TWDB commitment described in the Resolution and in this Agreement. With respect to the Borrower Bonds and the SWIRFT Bonds, the Parties agree to structure such public securities in a manner that will allow for substantially similar terms, redemption provisions, and related matters to allow the TWDB to timely pay the debt service on the SWIRFT Bonds. The foregoing notwithstanding, the TWDB consents to early redemption, or prepayment of the Borrower Bonds, as provided for in this Agreement and the Resolution. The Borrower Bonds may be prepaid by the Borrower on any date beginning on or after the first scheduled interest payment date that occurs no earlier than 10 years from the dated date of the Borrower Bonds. To confirm the terms of the Borrower Bonds and SWIRFT Bonds, the Borrower shall execute this Agreement. In order to mutually assure the performance of the Parties under this Agreement, the Parties agree that the issuance and delivery of the SWIRFT Bonds and the issuance and delivery of the Borrower Bonds to TWDB shall occur not more than forty-nine (49) days 2 apart as reflected in Attachment C. Notwithstanding the foregoing, it is the intent and expectation of the Parties that the TWDB issue and deliver its SWIRFT Bonds approximately thirty (30) days after execution of the TWDB's Bond Purchase Agreement or such date as may be mutually agreed to in Attachment C. SECTION 3. BINDING COMMITMENT. The TWDB agrees to take all necessary steps to issue the SWIRFT Bonds for the purposes described in this Agreement and in the Resolution upon receipt of this Agreement, which shall be signed and delivered by the Borrower to the Executive Administrator of the TWDB at least fourteen (14) days prior to the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C. The Borrower acknowledges that the schedule provided in Attachment C is a best estimate by the TWDB and is subject to change. The TWDB expressly reserves the right to modify Attachment C at any time and shall provide the Borrower with an updated Attachment C as soon as practicable upon any modifications; provided that if such modification of Attachment C occurs prior to the initiation of pricing of the SWIRFT Bonds and such modification results in an earlier scheduled pricing date, no such modification of Attachment C may result in the Borrower having fewer than ten (10) days between the receipt of the modified schedule and the initiation of pricing of the SWIRFT Bonds. SECTION 4. TERMINATION & BREACH OF AGREEMENT. A. The Parties agree that the Borrower may terminate this Agreement in writing at any time prior to seven (7)days before the initiation of the pricing of the SWIRFT Bonds, as set forth in Attachment C, with no penalty. B. The Borrower understands and agrees that the Borrower may terminate this Agreement in writing between seven (7) days and four (4) days prior to the initiation of the pricing of the SWIRFT Bonds (currently estimated to occur on September 26, 2017) as set forth in Attachment C, provided the Borrower agrees to reimburse the TWDB from lawfully available funds of the Borrower for its proportional share of transaction costs incurred by the TWDB, such as, but not limited to, any fees or costs related to any rating agency, financial advisor, legal counsel, or other similar party or related costs pertaining to the SWIRFT Bonds in an amount not to exceed $2,070.28. The Borrower shall be obligated to pay such costs to the TWDB no later than March 2, 2018. C. The Borrower understands and agrees that the Borrower may terminate this Agreement in writing within three (3) days prior to the initiation of the pricing of the SWIRFT Bonds as set forth in Attachment C and no later than 9:00 am Central Standard Time on the day before the TWDB Bond Pricing, provided the Borrower 3 agrees to pay 1.0 percent of the amount of the commitment authorized in Section 1 of this Agreement to the TWDB, and additionally shall reimburse the TWDB from lawfully available funds of the Borrower for its proportional share of transaction costs incurred by the TWDB, such as, but not limited to, any fees or costs related to any rating agency, financial advisor, legal counsel, or other similar party or related costs pertaining to the SWIRFT Bonds in an amount not to exceed $29,570.28. The Borrower shall be obligated to pay such costs to the TWDB no later than March 2, 2018. D. Upon execution of the Bond Purchase Agreement relating to the SWIRFT Bonds, the Borrower understands and agrees that TWDB would suffer and incur severe and irreparable damages if the SWIRFT Bonds are not issued and delivered according to the terms of such Bond Purchase Agreement. Accordingly, on or after the day of the execution of the Bond Purchase Agreement, the Borrower shall not have the right to terminate this Agreement. If Borrower fails to issue the Borrower Bonds by the date specified in Attachment C, as contemplated in this Agreement, it shall be a breach of this Agreement and the Borrower shall pay a "Post -pricing Termination Payment" to the TWDB within thirty (30) days after the TWDB provides written notice that such amounts are due. The Post -pricing Termination Payment shall be an amount equal to 5.0 percent of the amount of the commitment authorized in Section 1 of this Agreement. The Borrower shall also reimburse the TWDB from lawfully available funds of the Borrower for its proportional share of transaction costs incurred by the TWDB, such as, but not limited to, any fees or costs related to any rating agency, financial advisor, legal counsel, underwriter's discount, or other similar party or related costs pertaining to the SWIRFT Bonds in an amount not to exceed $153,466.87. The Borrower shall be obligated to make such payment to the TWDB no later than March 2, 2018. SECTION 5. AMORTIZATION STRUCTURE. The Borrower shall provide the TWDB a maturity schedule in the form set forth in Attachment B at the time of execution of this Agreement. A final amortization structure will be required at least fourteen (14) days before the initiation of pricing of the SWIRFT Bonds in accordance with the provisions of this Agreement. The par amounts included in Attachment B may be revised at any time prior to the seventh (7th) day before the initiation of pricing of the SWIRFT Bonds with no penalty. On or after the seventh (7th) day before the initiation of pricing of the SWIRFT Bonds, the Borrower understands and agrees that the Borrower may only modify, in writing, the interest rates included on Attachment B to include final rates as provided by the Executive Administrator in accordance with 31 Texas Administrative Code § 363.1306. 4 SECTION 6. CONTINGENCIES. A. The Parties agree that the TWDB's obligation to purchase the Borrower's securities with the SWIRFT is contingent upon the TWDB receiving all legally required approvals for the issuance of the SWIRFT Bonds, and the purchase and delivery of the SWIRFT Bond proceeds by the underwriters pursuant to the Bond Purchase Agreement relating to the SWIRFT Bonds. Accordingly, if any contingency described in the preceding paragraph above is unmet, the TWDB, upon delivery of written notice thereof to the Borrower, may extend or terminate this Agreement together with all of its obligations and duties hereunder without incurring any cost, fee, or penalty for either the TWDB or the Borrower. B. The Parties agree that the Borrower's obligation to issue and deliver the Borrower Bonds is contingent upon approval by the Texas Attorney General of the Borrower Bonds. The Borrower agrees to use its best efforts to obtain approval by the Texas Attorney General of the Borrower Bonds to satisfy the closing requirements set forth in Section 2 of this Agreement. To this end, the Borrower agrees as follows: (1) Borrower shall timely submit the transcript of proceedings for the Borrower Bonds to the Texas Attorney General in accordance with the schedule contained in Attachment C; (2) Borrower shall comply with the requirements and conditions contained in the Resolution; (3) Borrower shall provide the TWDB with a copy of the preliminary approval letter from the Texas Attorney General promptly upon receipt; (4) Borrower shall provide the TWDB with a copy of its responses to the preliminary approval letter concurrently with the submission of such responses to the Texas Attorney General; and (5) Borrower shall allow TWDB to brief the Texas Attorney General on any issues noted in the preliminary approval letter and initiate or participate in conferences with the Texas Attorney General related to the approval of the Borrower Bonds. Accordingly, if, after the Borrower employs its best efforts to obtain approval by the Texas 5 Attorney General, and such approval cannot be obtained within six (6) days of the proposed closing date on the Borrower Bonds, as a matter of law, this Agreement is terminated and the Borrower shall pay, from any of its lawfully available funds, the Post - pricing Termination Payment and any proportional share of transaction costs, fees, and expenses incurred by the TWDB, such as, but not limited to, any fees or costs related to any rating agency, financial advisor, legal counsel, underwriter's discount, or other similar party or related costs pertaining to the SWIRFT Bonds as provided by Section 4.D. The Borrower shall be obligated to pay such costs to the TWDB no later than March 2, 2018. SECTION 7. REDEMPTION OF OUTSTANDING DEBT. If proceeds of the $2,750,000 in financial assistance are to be used, in whole or in part, to redeem outstanding bonds, commercial paper, or other obligations issued by the Borrower, the Borrower agrees that it will not take or fail to take any action that will cause the SWIRFT Bonds to be considered to be advance refunding bonds under Section 148 of the Internal Revenue Code of 1986, as amended. Specifically, the Borrower agrees to redeem any such outstanding bonds, commercial paper, or other obligations within ninety (90) days of the date of delivery of the SWIRFT Bonds and to take such other action as shall be required to comply with this Section. SECTION 8. NOTICES. All notices, agreements or other communications required hereunder shall be given, and shall be deemed given, when delivered in writing to the address, facsimile or email of the identified party or Parties set forth below: Texas Water Development Board Development Fund Manager P.O. Box 13231 Austin, Texas 78711-3231 Telephone: (512) 475-4584 Facsimile: (512) 475-2053 City of Corpus Christi Attn: Water Resource Manager P.O. Box 9277 Corpus Christi, Texas 78469-0277 Telephone (361) 826-3294 Facsimile (361) 826-3815 E-mail: EstabanR2@cctexas.com SECTION 9. SEVERABILITY. In the event any provision of this Agreement shall be held illegal, invalid, or unenforceable by any court of competent jurisdiction, such holding shall not invalidate, render unenforceable, or otherwise affect any other provisions hereof. SECTION 10. AMENDMENTS, SUPPLEMENTS, AND MODIFICATIONS. Other than the changes allowed under Section 3 and Section 5, this Agreement may be amended, supplemented, or modified only in a writing executed by duly authorized respresentatives of the Parties. 6 SECTION 11. APPLICABLE LAW. This Agreement and any amendments shall be governed by and construed in accordance with the laws of the State of Texas. SECTION 12. STATE AUDIT. By executing this Agreement and delivering the Borrower Bonds, the Borrower accepts the authority of the Texas State Auditor's Office to conduct audits and investigations in connection with all state funds received pursuant to this Agreement. The Borrower shall comply with any directive from the Texas State Auditor and shall cooperate in any such investigation or audit. The Borrower agrees to provide the Texas State Auditor with access to any information the Texas State Auditor considers relevant to the investigation or audit. The Borrower also agrees to include a provision in any contract or subcontract related to this Agreement that requires the contractor and the subcontractor to submit to audits and investigations by the Texas State Auditor's Office in connection with any state funds received pursuant to the contract or subcontract. SECTION 13. FORCE MAJEURE. Either party may be excused from performance under this contract for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, or court order, provided that the party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the party's control to ensure performance and to shorten the duration of the event of Force Majeure. The party suffering an event of Force Majeure shall provide notice of the event to the other party as soon as practicable but not later than five business days after the event. Subject to this provision, such nonperformance shall not be deemed a default or a ground for termination. SECTION 14. EFFECTIVE DATE. This Agreement shall be effective as of the date of the last signature below. SECTION 15. BINDING AGREEMENT. The execution of this Agreement has been authorized by the governing boards of both Parties. The respective commitments of the TWDB and the Borrower set forth above shall be binding upon the TWDB and the Borrower upon both Parties' execution of this Agreement. EXECUTED in multiple counterparts, each of which shall be deemed to be an original. [Remainder of Page Intentionally Left Blank] 7 CITY OF CORPUS CHRISTI By: Name: the Hon. Joe McComb Title: Mayor Date: STATE OF TEXAS COUNTY OF by This instrument was acknowledged before me on the day of , 2017, in his/her capacity as , on behalf of (SEAL) 8 Notary Public, State of Texas TEXAS WATER DEVELOPMENT BOARD By: Name: Jeff Walker Title: Executive Administrator Date: STATE OF TEXAS COUNTY OF TRAVIS This instrument was acknowledged before me on the day of , 2017, by Jeff Walker in his capacity as Executive Administrator of the Texas Water Development Board, an agency of the State of Texas, on behalf of said agency. (SEAL) 9 Notary Public, State of Texas ATTACHMENT A TWDB RESOLUTION NO. 17-074 10 A RESOLUTION OF THE TEXAS WATER DEVELOPMENT BOARD APPROVING AN APPLICATION FOR FINANCIAL ASSISTANCE IN THE AMOUNT OF $2,750,000 TO THE CITY OF CORPUS CHRISTI FROM THE STATE WATER IMPLEMENTATION REVENUE FUND FOR TEXAS THROUGH THE PROPOSED PURCHASE OF $2,750,000 CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM JUNIOR LIEN REVENUE IMPROVEMENT BONDS, PROPOSED SERIES 2017 (17-074) WHEREAS, the City of Corpus Christi (City) has filed an application for financial assistance in the amount of $2,750,000 from the State Water Implementation Revenue Fund for Texas (SWIRFT) to finance the planning of certain water supply project(s) identified as Project No. 51052 (Project); and WHEREAS, the City seeks financial assistance from the Texas Water Development Board (TWDB) through the TWDB's proposed purchase of $2,750,000 City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Proposed Series 2017 (together with all authorizing documents (Obligations)), all as is more specifically set forth in the application and in recommendations of the Executive Administrator's staff; and WHEREAS, the City has offered a pledge of a junior lien on revenues of the utility system as ^' sufficient security for the repayment of the Obligations; and fOIMI WHEREAS, interest rate subsidies are available to the City at the following levels: 35% for a term of 20 years, 25% for a term of 21 to 25 years, and 20% for a term of 26 to 30 years. The interest rate subsidy applicable to each proposed series will be set through each financing agreement executed between the TWDB and the City, pursuant to this Resolution; and WHEREAS, these interest rate subsidies given above are based on assumptions necessary to generate an optimum debt service structure for the anticipated TWDB SWIRFT bond issuance, and are subject to modification as necessary to preserve and maintain the integrity of the SWIRFT Program; and WHEREAS, the TWDB hereby finds: 1. that the application and assistance applied for meet the requirements of Texas Water Code, Chapter 15, Subchapters G and H and 31 TAC Chapter 363, Subchapters A and M; 2. that the Project is a recommended water management strategy project in the State Water Plan adopted pursuant to Texas Water Code § 16.051, in accordance with Texas Water Code § 15.474(a); 3. that a water conservation plan has been submitted and implemented in accordance with Texas Water Code § 11.1271 and 31 TAC § 363.1309(b)(1); 4. that the City satisfactorily completed all requests by the Executive Administrator or a regional planning group for information relevant to the Project, including a water infrastructure financing survey under Texas Water Code § 16.053(q), in accordance with 31 TAC § 363.1309(b)(2); 5. that the current water audit has been completed by the City and filed with the TWDB in accordance with Texas Water Code § 16.0121 and 31 TAC § 358.6; and 6. that the City has acknowledged its legal obligation to comply with any applicable requirements of federal law relating to contracting with disadvantaged business enterprises and any applicable state law relating to contracting with historically underutilized businesses, in accordance with Texas Water Code § 15.435(h) and 31 TAC § 363.1309(b)(3). NOW THEREFORE, based on these findings, the TWDB resolves as follows: A commitment is made by the TWDB to the City of Corpus Christi for financial assistance in the amount of $2,750,000 from the State Water Implementation Revenue Fund for Texas, to be evidenced by the TWDB's proposed purchase of $2,750,000 City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Proposed Series 2017. This commitment will expire on December 31, 2017. Such commitment is conditioned as follows: Standard Conditions: 1. this commitment is contingent on a future sale of bonds by the TWDB or on the availability of funds on hand; 2. this commitment is contingent upon the issuance of a written approving opinion of the Attorney General of the State of Texas stating that the City has complied with all of the requirements of the laws under which said Obligations were issued; that said Obligations were issued in conformity with the Constitution and laws of the State of Texas; and that said Obligations are valid and binding obligations of the City; 3. this commitment is contingent upon the City's continued compliance with all applicable laws, rules, policies and guidance as these may be amended from time to time to adapt to a change in law, in circumstances, or any other legal requirement; 4. this commitment is contingent upon the City executing a separate financing agreement, approved as to form and substance by the Executive Administrator, and submitting that executed agreement to the TWDB consistent with the terms and conditions described in the financing agreement; 2 5. the City shall use a paying agent/registrar in accordance with 31 TAC § 363.42(c)(2), and shall require the paying agent/registrar to provide a copy of all receipts documenting debt service payments to the TWDB and to the TWDB's designated Trustee; The Following Conditions Must Be Included in the Obligations: 6. the Obligations must provide that the Obligations can be called for early redemption only in inverse order of maturity, on any date beginning on or after the first interest payment date that is 10 years from the dated date of the Obligations, at a redemption price of par, together with accrued interest to the date fixed for redemption; 7. the Obligations must include a provision wherein the City, or an obligated person for whom financial or operating data is presented to the TWDB in the application for financial assistance either individually or in combination with other issuers of the City's Obligations or obligated persons, will, at a minimum, regardless of the amount of the Obligations, covenant to comply with requirements for continuing disclosure on an ongoing basis substantially in the manner required by Securities and Exchange Commission (SEC) in 17 CFR § 240.15c2-12 (Rule 15c2-12) and determined as if the TWDB were a Participating Underwriter within the meaning of such rule, such continuing disclosure undertaking being for the benefit of the TWDB and the beneficial owners of the City's Obligations, if the TWDB sells or otherwise transfers such Obligations, and the beneficial owners of the TWDB's bonds if the City is an obligated person with respect to such bonds under SEC Rule 15c2- 12; 8. the Obligations must contain a provision requiring the City to levy a tax and/or maintain and collect sufficient rates and charges to produce system revenues in an amount necessary to meet the debt service requirements of all outstanding obligations and to maintain the funds established and required by the Obligations; 9. the Obligations must include a provision requiring the City to use any loan proceeds from the Obligations that are determined to be surplus proceeds remaining after completion of the Project for the following purposes as approved by the Executive Administrator: (1) deposit into the Interest and Sinking Fund or other debt service account for the payment of interest or principal on the Obligations owned by the TWDB; or (2) eligible costs for the Project as authorized by the Executive Administrator; 10. the Obligations must contain a provision that the TWDB may exercise all remedies available to it in law or equity, and any provision of the Obligations that restricts or limits the TWDB's full exercise of these remedies shall be of no force and effect; 11. loan proceeds are public funds and, as such, the Obligations must include a provision requiring that these proceeds shall be held at a designated state depository institution or other properly chartered and authorized institution in accordance with the Public Funds Investment Act, Government Code, Chapter 2256, and the Public Funds Collateral Act, Government Code, Chapter 2257; 3 12. loan proceeds shall not be used by the City when sampling, testing, removing or disposing of contaminated soils and/or media at the Project site. The Obligations shall include an environmental indemnification provision wherein the City agrees to indemnify, hold harmless and protect the TWDB 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, recycling 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 to the extent permitted by law; 13. the Obligations must include a provision stating that the City shall report to the TWDB the amounts of Project funds, if any, that were used to compensate historically underutilized businesses that worked on the Project, in accordance with 31 TAC § 363.1312; 14. the Obligations must contain a provision that the TWDB will purchase the Obligations, acting through the TWDB's designated Trustee, and the Obligations shall be registered in the name of Cede & Co. and closed in book -entry form in accordance with 31 TAC § 363.42 (c) (1); Tax-exempt Conditions: 15. the Obligations must include a provision prohibiting the City from using the proceeds of this loan in a manner that would cause the Obligations to become "private activity bonds" within the meaning of § 141 of the Internal Revenue Code as amended (Code) and the Treasury Regulations promulgated thereunder (Regulations); 16. the Obligations must provide that no portion of the proceeds of the loan will be used, directly or indirectly, in a manner that would cause the Obligations to be "arbitrage bonds" within the meaning of § 148(a) of the Code and Regulations, including to acquire or to replace funds that were used, directly or indirectly, to acquire Nonpurpose Investments (as defined in the Code and Regulations) that produce a yield materially higher than the yield on the TWDB's bonds that are issued to provide financing for the loan (Source Series Bonds), other than Nonpurpose Investments acquired with: a. proceeds of the TWDB's Source Series Bonds invested for a reasonable temporary period of up to three (3) years after the issue date of the Source Series Bonds until such proceeds are needed for the facilities to be financed; b. amounts invested in a bona fide debt service fund, within the meaning of § 1.148- 1(b) of the Regulations; and c. 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 Obligations, 125% of average annual debt service on the Obligations, or 10 percent of the stated principal amount (or, in the case of a discount, the issue price) of the Obligations; 4 17. the Obligations must include a provision requiring the City take all necessary steps to comply with the requirement that certain amounts earned on the investment of gross proceeds of the Obligations be rebated to the federal government in order to satisfy the requirements of § 148 of the Code. The Obligations must provide that the City will: a. account for all Gross Proceeds, as defined in the Code and Regulations, (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 retain all records of such accounting for at least six years after the final Computation Date. The City may, however, to the extent permitted by law, commingle Gross Proceeds of its financing with other money of the City, provided that the City separately accounts for each receipt and expenditure of such Gross Proceeds and the obligations acquired therewith; b. calculate the Rebate Amount, as defined in the Code and Regulations, with respect to its loan, not less frequently than each Computation Date, in accordance with rules set forth in § 148(f) of the Code, § 1.148-3 of the Regulations, and the rulings thereunder. The City shall maintain a copy of such calculations for at least six years after the final Computation Date; c. as additional consideration for the making of the loan, and in order to induce the making of the loan by measures designed to ensure the excludability of the interest on the TWDB's Source Series Bonds from the gross income of the owners thereof for federal income tax purposes, pay to the United States the amount described in paragraph (b) above within 30 days after each Computation Date; d. exercise reasonable diligence to assure that no errors are made in the calculations required by paragraph (b) and, if such error is made, to discover and promptly to correct such error within a reasonable amount of time thereafter, including payment to the United States of any interest and any penalty required by the Regulations; 18. the Obligations must include a provision prohibiting the City from taking any action that would cause the interest on the Obligations to be includable in gross income for federal income tax purposes; 19. the Obligations must provide that the City will not cause or permit the Obligations to be treated as "federally guaranteed" obligations within the meaning of § 149(b) of the Code; 20. the Obligations must provide that neither the City nor a related party thereto will acquire any of the TWDB's Source Series Bonds in an amount related to the amount of the Obligations to be acquired from the City by the TWDB; 5 21. the Obligations must require the accumulation of a reserve fund of no less than average annual debt service requirements, to be accumulated in equal monthly installments over twenty-four (24) months following the expiration of the deferral period; 22. if the City has existing revenue obligations with the same pledge of security as the proposed Obligations that will remain outstanding after the term of any loan(s) made by the TWDB pursuant to this commitment, the Obligations must contain a provision providing that the lien or liens securing the Obligations issued to the TWDB shall be at least on a parity with lien or liens securing such outstanding obligations; 23. the Obligations must contain a provision providing that additional Junior Lien Obligations may be incurred only if 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 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; Conditions to Close or for Release of Funds: 24. prior to closing, if not previously provided with the application, the City shall submit executed contracts for engineering, and, if applicable, financial advisor and bond counsel, for the Project that are satisfactory to the Executive Administrator. Fees to be reimbursed under the contracts must be reasonable in relation to the services performed, reflected in the contract, and acceptable to the Executive Administrator; 25. prior to closing, when any portion of financial assistance is to be held in escrow or in trust, the City shall execute an escrow agreement or trust agreement, approved as to form and substance by the Executive Administrator, and shall submit that executed agreement to the TWDB; 26. prior to closing, the City's bond counsel must prepare a written opinion that states that the interest on the Obligations is excludable from gross income or is exempt from federal income taxation. Bond counsel may rely on covenants and representations of the City when rendering this opinion; 27. prior to closing, the City's bond counsel must prepare a written opinion that states that the Obligations are not "private activity bonds." Bond counsel may rely on covenants and representations of the City when rendering this opinion; 28. the transcript must include a No Arbitrage Certificate or similar Federal Tax Certificate setting forth the City's reasonable expectations regarding the use, expenditure and investment of the proceeds of the Obligations; 6 29. the transcript must include evidence that the information reporting requirements of § 149(e) of the Internal Revenue Code will be satisfied. This requirement may be satisfied by filing an IRS Form 8038 with the Internal Revenue Service. In addition, the applicable completed IRS Form 8038 or other evidence that the information reporting requirements of § 149(e) have been satisfied must be provided to the Executive Administrator within fourteen (14) days of closing. The Executive Administrator may withhold the release of funds for failure to comply; PROVIDED, however, the commitment is subject to the following special conditions: 30. the Obligations must contain a provision requiring the City to submit quarterly status reports on the progress of the Project that detail information requested by the Executive Administrator. The Executive Administrator may withhold authorization to release funds from escrow or adjust the amount of funds to be released from escrow based on the receipt of the quarterly status reports and the projected quarterly needs for the Project. APPROVED and ordered of record this, the 20th day of July, 2017. ATTEST: Jeff W Execu ministrator TEXAS WATER DEVELOPMENT 130ARi) ("cu Bech K. Bruun, Chairman DATE SIGNED: 7 ATTACHMENT B DESCRIPTION OF BORROWERS BONDS Title of Borrower Bonds: Project Name: Project Number: Aggregate Principal Amount of Borrowers Bonds: Anticipated Closing Date: Dated Date: First Principal Payment Date: First Interest Payment Date: Maturity: 7/15/2025 City of Corpus Christi, Texas Utility System Junior Lien Revenue Bonds, Series 2017 Seawater Desalination 51052 $2,750,000 November 2, 2017 October 1, 2017 July 15, 2025 July 15, 2025 Principal Amount 2,750,000 ATTACHMENT C FINANCING SCHEDULE DATE ACTION 07/20/2017 TWDB approval of commitments 09/04/2017 Labor Day Holiday 09/11/2017 Financing agreement - last day to execute (14 days prior to initiation of pricing) 09/18/2017 Financing agreement (Sec. 4A) -last day political subdivisions can terminate without penalty (7 days prior to initiation of pricing) 09/18/2017 Financing agreement (Sec. 5) -last day political subdivisions can modify maturity schedule. (7 days prior to initiation of pricing) 09/21/2017 Financing agreement (Sec. 4B) -last day political subdivisions can terminate with costs of issuance (4 days prior to initiation of pricing) 09/25/2017 Financing agreement (Sec. 4C) -before 9:00 a.m. political subdivisions can terminate with costs of issuance and 1% penalty (1 day prior to pricing). 09/25/2017 TWDB bond pricing initiation (pre -pricing begins) 09/26/2017 TWDB bond pricing 10/05/2017* TWDB approves interest rates available to political subdivisions various Political subdivisions adopt bond resolutions and/or board participation agreements various Political subdivisions submit transcripts to Texas Attorney General in preparation of closing 10/09/2017 Columbus Day Holiday (TWDB open) 10/12/2017 TWDB bond closing (political subdivisions must close within 49 days) 10/13 to 11/30/2017 Closings on political subdivision obligations 11/10/2017 Veteran's Day Holiday 11/23/2017 Thanksgiving Holiday 11/24/2017 Thanksgiving Holiday 11/30/2017 Last day to close on political subdivision obligations 12/01/2017 Financing agreement (Sec. 4D and Sec. 6) penalty applied to any political subdivision failing to issue debt. Start of post -pricing termination payment period (includes costs of issuance and 5% penalty) 03/02/2018 Last due date for post -pricing termination payments *- Preliminary subject to change THE STATE OF TEXAS § COUNTY OF NUECES § CITY OF CORPUS CHRISTI CERTIFICATION OF PUBLIC RECORD I, the undersigned City Secretary of the City of Corpus Christi, Texas, so certify that the following is a true and correct copy of Resolution No. 031130, passed and approved by the Corpus Christi City Council on April 25, 2017 as same appears in the Official Records of the City of Corpus Christi, Texas, of which the City Secretary's Office is the lawful custodian. WITNESSETH MY HAND and the Official Seal of the City of Corpus Christi, Texas, this 26th day of April, 2017. (SEAL) Rebecca7( FFi4Huerta City Secretary Corpus Christi, Texas City of Corpus Christi Rebecca Huerta, City Secretary P.O. Box 9277 Corpus Christi, Texas 78469-9277 (361) 826-3105 RebeccaH@cctexas.com {17 RESOLUTION NO. 0311 3 ( RESOLUTION REQUESTING FINANCIAL ASSISTANCE FROM THE TEXAS WATER DEVELOPMENT BOARD FOR PAYMENT OF COSTS OF STUDYING, EVALUATING, DETERMINING FEASIBILITY OF, AND UNDERTAKING PRELIMINARY DESIGN WORK RELATING TO A SEAWATER DESALINATION PROJECT; AUTHORIZING CITY STAFF AND CONSULTANTS TO COORDINATE THE SUBMISSION OF THE APPLICATION TO THE TEXAS WATER DEVELOPMENT BOARD FOR FUNDING FROM THE STATE WATER IMPLEMENTATION FUND FOR TEXAS; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of Corpus Christi, Texas (the City) deems it necessary to apply to the Texas Water Development Board (the Board) for financial assistance; and WHEREAS, in accordance with the rules and regulations of the Board, which govern the procedures in making such an application, the governing body of the City is required to pass a resolution to accompany such application; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: 1. The City hereby requests that the Board, from its State Water Implementation Fund for Texas, grant financial assistance to the City in the amount not to exceed S2,750,000 (as a loan or by the purchase of obligations of the City and the receipt of the largest amount of grant funds lawfully available from the Board) for payment of costs of studying, evaluating, determining the feasibility of, and undertaking preliminary design work relating to a seawater desalination project. These obligations will be issued by the City in one or more series. 2. The City Manager or Director of Financial Services of the City is hereby authorized to execute and submit to the Board the application for such financial assistance, and the City Manager or Director of Financial Services of the City, together with bond counsel, financial advisors and consulting engineers named in such application, are authorized to appear before the Board in support of such application and to make the required assurances and representations to the Board in accordance with the rules, regulations, and policies of the Board. 3. A certified copy of this Resolution shall be attached to the application for financial assistance herein authorized to be prepared and submitted to the Board, and the City Secretary of the City is authorized and directed to prepare and certify such number of copies of this Resolution as may be required for purposes of supporting the submission of such application to the Board. 4. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City. 82501233 4 +3113{; 5. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. 6. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. 7. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City hereby declares that this Resolution would have been enacted without such invalid provision. 8. It is officially found, determined, and declared that the meeting at which this Resolution 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 Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. 9. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. 8250 233 4 PASSED, ADOPTED AND APPROVED on the 25th day of April, 2017. CITY OF CORPUS CHRISTI, TEXAS Attest: City Secretary (SEAL) APPROVED THIS 25TH DAY OF APRIL, 2017: %X/ City Attorney 82501233 4 _3_ aU-CAR Mayor TFIE 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 a resolution passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 25th day of April, 2017, authorizing the City to request financial assistance from the Texas Water Development Board, which resolution 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, alI as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL OF SAID CITY, THIS THE 25TH DAY OF APRIL, 2017. X2501233 4 1- L -4- City Secretary That the foregoing resolution was read for the first time and passed on this the 25th day of April, 2017, by the following vote: Mayor Carolyn Vaughn Ben Molina Lucy Rubio Greg Smith voect44 Rudy Garza Paulette Guajardo Michael Hunter Joe McComb PASSED AND APPROVED, this the 25th day of April, 2017. ATTEST: Pc- ti,(e.. A..474 Rebecca Huerta City Secretary 82501233 4 Mayor Pro Tem 131130 AGENDA MEMORANDUM Future Item for the City Council Meeting of August 22, 2017 Action Item for the City Council Meeting of August 29, 2017 DATE: August 10, 2017 TO: Margie C. Rose, City Manager THRU: Sylvia Carrillo -Trevino, Assistant City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP©cctexas.com (361) 826-3227 Appointment of Financial Advisor for FY17 Utility System Revenue Improvement Bonds Utilizing SWIRFT Funding through the Texas Water Development Board CAPTION: Motion authorizing the appointment of and approving the contract for M. E. Allison, & Co., as Financial Advisor for the issuance of the "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2017", in an amount not to exceed $2,750,000. PURPOSE: The City of Corpus Christi has requested funding from the Texas Water Development Board's (TWDB) State Water Implementation Revenue Fund for Texas (SWIRFT) to fund proposed planning work for a seawater desalination project in an amount not to exceed $2,750,000. This funding will be in the form of City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds that will be purchased by the TWDB from the SWIRFT program. BACKGROUND AND FINDINGS: Issuance of bonds requires utilization of a financing team which is usually made up of three parts: the financial advisor, bond counsel, and the underwriting syndicate. TWDB rules require that the City use a financial advisor to run all the financial data that is necessary to document the deal. This agenda item authorizes the appointment of M. E. Allison & Co., Inc. as financial advisor for this transaction and approves the contract for the transaction. See the Financial Advisor's contract. Norton Rose Fulbright US LLP 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. Since these bonds will be purchased by the TWDB, no underwriters will be needed for this transaction. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON -EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • Bond Counsel • City Attorney's Office FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget - - - - Encumbered/Expended amount of (date) - - - - This item - - - - BALANCE - - - - FUND(S): CIP Funds COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Financial Advisor Contract TELEPHONE FAX 210-930-4000 210-930-4001 INVESTMENT BANKERS 950 go,e` aad� Rem $a z LSZioneir ✓ouzo 78209757 August 14. 2017 City of Corpus Christi, Texas 1201 Leopard Corpus Christi. TX 78401 Re: Up to S2,750,000* City of Corpus Christi, Texas Utility System Revenue Bonds, Series 2017 Texas Water Development Board — State Water Implementation Funds for Texas ("TWDB — SWIRFT") In regard to serving as the City's financial advisor and consultant. we submit the following proposal or agreement for your approval and acceptance. I . 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 tinancing plan for the issuance and sale of up to 52.750.000* City of Corpus Christi. Texas Utility System Revenue Bonds. Series 2017 (TWDB — SWIRFT). 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 f inancing(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) NI. 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 AgentiRegist•ar directly or will direct M. E. Allison & Co.. Inc. to pay these lees on behalfofthe City from the cost of issuance proceeds subsequent to the closing of the bond transaction. Continued ... INVESTMENT BANKERS August 14. 2017 City of Corpus Christi. Texas 1201 Leopard Page 2 Re: Up to S2,750,000" City of Corpus Christi, Texas Utility System Re, nue Bonds, Series 2017 Texas Water Development Board — State Water Implementation Funds for Texas ("TWDB — SW IRFT") (c) The City \viii at all times remain responsible for all fees incurred on behalf of the City in relation to the proposed bond issue. In the event the contemplated issue is not completed. the City will not owe the financial advisory lee to M. F. Allison 8 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 Cite including Bond Attorney and Rating Agency lees. 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 will be indicated by proper signatures of your authorized officers or representatives on both copies and the returning of one executed copy to us. Respectfully submitted. M. E. ALLISON & ('O.. INC. By __ Authori d Representatiy e ACCEPTED on behalf of the City of Corpus Christi. Texas the day of . 2017. Authorized Official ATT LST: City Secretary *Preliminary. subject to chance Jigs/a:40w, vVo.„/.. INVESTMENT BANKERS August 14. 2017 Cit of Corpus Christi, Texas 1201 Leopard Re: Up to S2,750,000* City of Corpus Christi, Texas Utility System Revenue Bonds, Series 2017 Texas Water Development Board - State Water Implementation Funds for Texas ("TWDB - SWIRFT") Pace 2 EXHIBIT A FINANCIAL ADVISORY FEE SCHEDULE GENERAL OBLIGATION BONDS More than And Not More than 5 5 250.000 57.500 plus 520.00 per 51.000 for all over 5150.000 250.000 350.000 59.500 plus $10.00 per 51.000 for all over 5250.000 350.000 500.000 510.500 plus $8.00 per 51.000 for all over 5350.000 500.000 700.000 S 1 1.700 plus 57.00 per 51.000 for all over 5500.000 700.000 1.000.000 $13.100 plus $6.00 per 51.000 for all over 5700.000 1.000.000 1.500.000 $14.900 plus 55.00 per $1.000 for all over $1.000.000 1.500.000 5.000.000 517.400 plus 53.00 per 51.000 for all over 51.500.000 5.000.000 10.000.000 $27.900 plus $1.65 per 51.000 for all over 55.000.000 10.000.000 20.000.000 536.150 plus 51.00 per 51.000 for all over 510.000.000 20.000.000 No Limit 546.150 plus 50.85 per 51.000 for all o‘ er $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 arc Revenue Bonds or Combination Tax and Revenue Certificates of Obligation. Refunding Bonds. Obligations using a revenue source as repayment. Direct Subside Obligations or Lease Purchase. the fee shall be the amount computed from the aboxe 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: 2017-249299 Date Filed: 08/14/2017 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. FA- USR-SWIFT 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., Milton San Antonio, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDA T I swear, or affirm under penalty of perjury, that the above disclosure is true and correct if 45:<►,i::";4 �� H. �ISTOPHER ALLISON IA CCC SSION MRS MY - :. �* Mh ;H11,2020 ‹,t;': +� NOTAN. ID: 13067925-74-1 Signatur authorized agent of contnccting business entity I AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said /4' 4 4. S , this the / f day of 44 s- F" 204_ , to certify which, witness my hand and seal of office 1,ci 1 k1•.0� P«;,a.» !- :- C ►et5�, Signatureaway* icer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 AGENDA MEMORANDUM Future Item for the City Council Meeting of August 22, 2017 Action Item for the City Council Meeting of August 29, 2017 DATE: August 16, 2017 TO: Margie C. Rose, City Manager THRU: Sylvia Carrillo -Trevino, Assistant City Manager FROM: Eddie Houlihan, Director of Management and Budget EddieHo@cctexas.com (361) 826-3792 Amendment to Financial Budgetary Policies CAPTION: Resolution amending Financial Budgetary Policies adopted by Resolution 031189 and providing financial policy direction on preparation of the annual budgets. PURPOSE: The financial budgetary policies are being recommended for amendment to address motion raised by City Council for Internal Service Funds reserve fund balances. BACKGROUNDAND FINDINGS: The motion by City Council directed staff to remove some wording and to add a maximum limit that Internal Service funds can maintain in their reserve fund balances. Section 4.1. "Internal Service Funds" wording is being revised to remove the words "at least" and to add "a maximum of six percent (6%)". Alternatives: An alternative would be to leave the financial budgetary policies as they currently are written. Other Considerations: N/A CONFORMITY TO CITY POLICY: This item conforms to City policy. Emergency/Non-Emergency DEPARTMENTAL CLEARANCES: • Office of Management and Budget • Financial Services • Legal Financial Impact: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP FISCAL YEAR: 2016 - 2017 Project to Date Exp. (CIP Only) Current Year Future Years TOTALS Budget Encumbered/Expended amount of (date) This item BALANCE Fund(s): RECOMMENDATION: Staff recommends approval of the amendment as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Redline Resolution RESOLUTION AMENDING FINANCIAL BUDGETARY POLICIES ADOPTED BY RESOLUTION 0307901189 AND PROVIDING FINANCIAL POLICY DIRECTION ON PREPARATION OF THE ANNUAL BUDGETS. WHEREAS, the City of Corpus Christi has a commitment to citizens as expressed in its Mission Statement: "Provide exceptional service to enhance the quality of life"; and WHEREAS, financial resources are budgeted to fulfill this commitment; and WHEREAS, it has been the City's goal to rebuild the General Fund balance to acceptable levels, a goal which was expressly stated in past policies with targets for accomplishing that goal; and WHEREAS, the City Council adopted a Financial Policy in January 1997 by Resolution No. 022828, reaffirmed the Financial Policy in June 1997 by Resolution No. 022965, modified the Financial Policy in July 1997 by Resolution No. 022992, adopted a new Financial Policy in May 1998 by Resolution No. 023319; reaffirmed the Financial Policy in May 1999 by Resolution No. 023657; reaffirmed the Financial Policy in May 2000 by Resolution No. 024044; reaffirmed the Financial Policy in May 2001 by Resolution No. 024455; reaffirmed the Financial Policy in May 2002 by Resolution No. 024863; reaffirmed the Financial Policy in April 2003 by Resolution No. 025280; reaffirmed the Financial Policy in April 2004 by Resolution No. 025737; reaffirmed the Financial Policy in May 2005 by Resolution 026265; reaffirmed the Financial Policy in January 2006 by Resolution 026605; amended the Financial Policy in April 2008 by Resolution 027683; amended the Financial Policy in May 2009 by Resolution 028176; amended the policy in May 2010 by Resolution 028609; amended the policy in July 2011 by Resolution 029128; amended the policy in May 2012 by Resolution 029521; amended the policy in May 2013 by Resolution 029826; amended the policy in June 2013 by Resolution 029848; amended the policy in August 2014 by Resolution 030265; an amended the policy in March 2016 by Resolution 030790; and amended the policy in July 2017 by Resolution 031189. WHEREAS, as a result of those policies, the City achieved its previous goal for the General Fund balance and desires now to articulate a new strategy to maintain a revised General fund balance and to utilize any surplus balance to provide for enhanced financial stability in future years, and also desires to establish similar goals for fund balances of the Internal Service Funds, Enterprise Funds, the Combined Utility Reserve Fund, and Debt Service Reserve Funds; and WHEREAS, this policy provides an essential guide to direct financial planning and to maintain and strengthen the City's bond rating; and WHEREAS, it has been the City's practice to reaffirm its financial policy or to adopt new or modified policy annually in conjunction with preparation of the budget. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: 2 The Financial Budgetary Policies adopted by Resolution 0307901189 are amended to read as follows: Section 1. Development / Effective Date of Financial Budgetary Policy. This Financial Budgetary Policy reaffirms and amends the financial policies adopted each year by the City Council since 1997. The City Manager is directed to prepare each annual proposed budget in accordance with this policy. The City Council is prepared to make expenditure reductions that may be necessary to comply with this policy. This Financial Budgetary policy remains in effect and applies to future annual budget preparation processes until amended by City Council resolution. Section 2. Current Revenues Equal / Exceed Current Expenditures. Current General Fund operating revenues will equal or exceed current budgeted expenditures. Section 3. General Fund Balance / Working Capital. To ensure that current and future services or operations are not severely impacted by any economic slowdowns, emergencies, natural disasters or other unforeseen circumstances, adequate financial resources will be set aside in the General Fund unassigned fund balance. In the Government Finance Officers Association's (GFOA) "Best Practice for Determining the Appropriate Level of Unrestricted Fund Balance in the General Fund (2015)", GFOA recommends, at a minimum, that general-purpose government, regardless of size, maintain an unrestricted budgetary fund balance in their general fund of no less than two months of regular general fund operating revenues or regular general fund operating expenditures. Accordingly; it is the goal of the City Council to build and maintain a reserve in the General Fund unassigned fund balance which totals at least two months (or approximately 17%) of regular general fund operating expenditures up to 25% of total annual General Fund appropriations, exclusive of any one-time appropriations. At the end of the fiscal year, upon completion of the Comprehensive Annual Financial Report, the amount calculated to be at least two months of regular general fund operating expenditures up to 25% of total annual General Fund appropriations will be Reserved for Major Contingencies, and set up in a separate account. The City Manager shall report on the status of compliance with this policy at least annually as part of the budget process. Uncommitted fund balance in excess of the policy requirement may be recommended for expenditure by the City Manager. Such expenditures shall be subject to the normal appropriations and expenditure approval process applicable to all other funds. Finally, it is noted that extraordinary situations may arise in which the timing of external actions out of the City's control may require the use of the unassigned fund balance. The City Manager shall note these situations to the City Council as soon as the information is known. Amounts that can be used for specific purposes pursuant to constraints imposed by formal action of the City Council will be reported as committed fund balance. Those committed amounts cannot be used for any other purpose unless the City Council removes or changes the specified use by taking the same type of action it employed to previously commit those amounts. Committed fund balance will also incorporate contractual obligations to the extent that existing resources in the fund have been specifically committed for use in satisfying those contractual requirements. 3 Section 4. Other Committed Fund Balances. 4.1 Internal Service Funds. To ensure that current and future services or operations are not severely impacted by any economic slowdowns, emergencies, natural disasters or other unforeseen circumstances, it is the goal of the City Council to build and maintain a reserve in each Internal Service Fund of at (cast three percent (3%) and a maximum of six percent (6%) of the annual Internal Service Fund appropriations, exclusive of any one-time appropriations. This subsection only applies to the Information Technologies Internal Service Fund; Stores Internal Service Fund; Engineering Services Internal Service Fund; Fleet Maintenance Internal Service Fund; and Facilities Maintenance Internal Services Fund. 4.2Group Health Plans. It is a goal of the City to maintain a fund balance in the group health plans to (1) pay any associated administrative costs and claims run -out based upon the most recent actuarial study in the event the plan ceases or a change in the third -party administrator is made; and to (2) cover any differences between revenues budgeted to cover projected claims expense for the fiscal year and the attachment point calculated at 110% of projected claims expense as a catastrophic reserve. 4.3 General Liability Fund. It is a goal of the City to maintain a fund balance in the General Liability Fund (1) to fund long-term liabilities, incurred but not reported expenses (IBNR), and a risk margin for the adverse development of claims as determined by the actuarial recommendation and reflected in the Comprehensive Annual Financial Report; (2) to provide additional protection against significant unexpected claims experience in the fiscal year as a catastrophic reserve equaling 25% of the average incurred costs of claims experience over the prior five-year period; and (3) to protect against significant cost increases in the fiscal year for purchased insurance coverage premiums equaling 25% of the cost for purchased insurance over the prior year. 4.4 Worker's Compensation Fund. It is a goal of the City to maintain a fund balance in the Worker's Compensation Fund (1) to fund long-term liabilities, incurred but not reported expenses (IBNR), and a risk margin for the adverse development of claims as determined by the actuarial recommendation and reflected in the Comprehensive Annual Financial Report; and (2) to protect against significant unexpected claims experience in the fiscal year as a catastrophic reserve equaling 25% of the average of incurred costs of claims experience over the prior five-year period. 4.5 Enterprise Funds. To ensure that current and future services or operations are not severely impacted by any economic slowdowns, emergencies, natural disasters or other unforeseen circumstances, it is the goal of the City Council to build and maintain an unreserved fund balance in each of the Enterprise Funds of a maximum of twenty-five percent of the annual Enterprise Fund appropriations, exclusive of debt service and any one-time appropriations, and anything over that amount shall be designated for specific purpose(s). This subsection only applies to Water, Wastewater, Gas, Stormwater, Airport, and Marina fund balances. 4 4.6 Debt Service Reserve Fund. The City will strive to maintain a debt service fund balance for bonds, certificates of obligation, tax notes, and other debt instruments of at least two percent (2%) of the annual debt service appropriation(s) for the fiscal year; provided, however, this requirement shall comply with the provision of Treasury Regulation 1.148-2(f) which limits the amount of reserve funds that may secure the payment of debt service on bonds. Section 5. Liabilities for Other Post Employment Benefits, Accrued Compensated Absences and Net Pension Liability. For financial reporting purposes, the City will record liabilities for Other Post Employment Benefits, Accrued Compensated Absences and Net Pension Liability according to guidance of the Governmental Accounting Standards Board. These liabilities will be funded on a pay-as-you-go basis, and thus will not be included in the minimum fund balances of the affected funds. Section 6. Property Tax Rate for Operations and Maintenance. Each proposed annual budget shall be prepared assuming that the City will be adopting a tax rate necessary to be in compliance with Section 2 above. Full consideration will be given to achieving the "effective tax rate" for maintenance and operations when assessed property values decrease, and full consideration will be giving to maintaining the current tax rate when assessed properties values increase, as long as the tax rate does not exceed the "rollback" rate (which is the rate that allows the City to raise the same amount of maintenance and operation revenue raised in the prior year with an 8% increase.) Section 7. Funding Level from General Fund for Street Maintenance. City Council approved Resolution #029634 on September 18, 2012 to declare its intent to establish a street user fee for implementation in Fiscal Year 2013-2014. Section 4 of this resolution expressed an intent to preserve the funding level of the Street Department at the percentage of the Street Fund's budget in Fiscal Year 2012-2013 relative to the General Fund. Excluding a decrease in General Fund revenues, the percentage of the Street Fund's budget relative to the General Fund will neither go below that of Fiscal Year 2012-2013 nor go below the dollar equivalent if General Fund revenues increase. That funding level equates to 6.00% of General Fund revenue less grants from the annual adopted operating budget or $10,818,730, whichever is greater. Beginning in Fiscal Year 2015-2016, the funding level will be 6% of General Fund revenue less grants and industrial district revenue or $10,818,730, whichever is greater. Additionally, beginning in Fiscal Year 2015-2016, 5% of industrial district revenue will be transferred to the Street Maintenance Fund. Section 8. Funding Level from General Fund for Residential/Local Street Capital Improvement Projects. In order to develop a long-term funding mechanism for capital improvements related to residential/local streets, implement the following: 1. For 3 years beginning in Fiscal Year 2014-2015, appropriate $1,000,000 each year from the uncommitted fund balance of the General Fund and transfer to the Residential/Local Street Capital Fund. 5 2. Beginning in Fiscal Year 2015-2016, appropriate and transfer 5% of industrial district revenue to the Residential/Local Street Capital Fund. 3. In Fiscal Year 2020-2021, transfer 1/3 of one percent of the General Fund revenue less grants and industrial district revenue to the Residential/Local Street Capital Fund. 4. In Fiscal Year 2021-2022, transfer 2/3 of one percent of the General Fund revenue less grants and industrial district revenue to the Residential/Local Street Capital Fund. 5. In Fiscal Year 2022-2023 and thereafter, transfer 1% of the General Fund revenue less grants and industrial district revenue to the Residential/Local Street Capital Fund. Section 9. Funding of Texas Municipal Retirement System (TMRS) Contributions. It is a goal of the City Council to contribute the fully funded contribution rate to TMRS to fund the general City employees' and sworn police officers' pension. In order to implement this goal, beginning in Fiscal Year 2015-2016, an additional 2% will be added to the City's contribution to TMRS each year until the actuarially determined fully funded rate is met. Section 10. Priority of City Services. The City Council recognizes the need to provide public services which support the continued growth of the local economy and personal income growth to insure an adequate financial base for the future. Section 11. Operating Contingencies. The City Manager is directed to budget at least $200,000 per year as an operating contingency as part of General Fund expenditures in order to further insulate the General Fund unreserved fund balance from unforeseen circumstances. The City Manager is directed to budget similar operating contingencies as expenditures in enterprise, internal service, and special revenue funds of the City. Section 12. Multi-year Budget Model. Whereas many of the City's fiscal goals require commitment and discipline beyond the one year considered within the City's fiscal year, the City will also consider adoption of business plans necessary for the accomplishment of City short term or long term goals. These business plans will be presented and recommended to the City Council in the proposed annual operating budget and shall be used for development of future budget recommendations as necessary to accomplish these goals. The City shall also maintain business plans and/or rate models for enterprise operations. Preparation of the annual budget will include model for years two and three, with specific revenue and expenditure assumptions and with respect to the debt horizon. Section 13. Cost Recovery. The City may recover costs in the General Fund by charging other funds for administrative costs incurred to support their operations. The City shall attempt to pursue and maintain a diversified and stable revenue stream for the 6 General Fund in order to shelter finances from short term fluctuations in any one revenue source. In order to meet the requirements outlined herein, every effort will be made to base rates on a cost of service model so costs incurred for certain services are paid by the population benefiting from such services. Section 14. Quarterly Financial Reporting and Monitoring. The City Manager shall provide interim financial performance reports and updates to the City Council on a quarterly basis. These interim reports must include detailed year to date revenue and expenditure estimates, as well as explanations for major variances to budget. The format of the quarterly report must be relatively consistent with the adopted budget. Section 15. Use of Nonrecurring Revenue. The City shall endeavor to use nonrecurring revenue to fund one-time expenditures. Nonrecurring revenue may include items such as sale of fixed assets, court settlements, or revenue collection windfalls. Section 16. Debt Management. The City Manager shall adhere to the Debt Management Policy adopted by Resolution 028902 on December 14, 2010, and reaffirmed by Resolution 029321 on December 13, 2011. Section 17. Capital Improvement Plans/Funding. The annual Capital Improvement Plan shall follow the same cycle as the Operating Budget. As part of the annual capital budget process, the City shall update its short and long range capital improvement plans. For the three-year short term plan, projects include any projected incremental operating costs for programmed facilities. The long range plan extends for an additional seven years, for a complete plan that includes ten years. Short-term plan projects must be fully funded, with corresponding resources identified. As part of a concerted effort to reduce debt levels and improve financial flexibility, the City shall pursue pay-as-you-go capital funding where possible. Section 18. Expenditures. Within the limitation of public service needs, statutory requirements and contractual commitments expenditures included in the operating budget shall represent the most cost efficient method to deliver services to the citizens of Corpus Christi. Efforts to identify the most cost efficient method of service delivery shall continue during the fiscal year after the operating budget is adopted and may be implemented during the fiscal year as necessary and of benefit to the public. Section 19. Zero -Based Budgeting type of process. To prepare the City's operating budget, the City shall utilize a Zero -Based Budgeting type of process. The staff shall be accountable for utilizing a Zero Based Budgeting type of process comprehensively for all department budgets. Section 20. A State Hotel Occupancy Tax (HOT) Fund. A state HOT Fund was created for the Fiscal Year (FY) 2015-16 budget as a result of the Texas 84th Legislature's (2015) House Bill (HB)1915 that allowed Corpus Christi and three other Texas cities to retain 2% of the state hotel occupancy taxes collected by the cities to be reinvested for beach maintenance and restoration. The expenditures in this Fund shall not be used to offset expenditures for Gulf Beach maintenance currently paid for out of 7 the local HOT Fund. The funding for Gulf Beach maintenance in the local HOT Fund shall not fall below the lesser of $1,825,088 or 15% of HOT revenue (not including the Convention Expansion portion) budgeted. This amount will be in addition to any expenditures budgeted for Gulf Beach Maintenance in the State HOT Fund. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey -Opel Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn 8 RESOLUTION AMENDING FINANCIAL BUDGETARY POLICIES ADOPTED BY RESOLUTION 031189 AND PROVIDING FINANCIAL POLICY DIRECTION ON PREPARATION OF THE ANNUAL BUDGETS. WHEREAS, the City of Corpus Christi has a commitment to citizens as expressed in its Mission Statement: "Provide exceptional service to enhance the quality of life"; and WHEREAS, financial resources are budgeted to fulfill this commitment; and WHEREAS, it has been the City's goal to rebuild the General Fund balance to acceptable levels, a goal which was expressly stated in past policies with targets for accomplishing that goal; and WHEREAS, the City Council adopted a Financial Policy in January 1997 by Resolution No. 022828, reaffirmed the Financial Policy in June 1997 by Resolution No. 022965, modified the Financial Policy in July 1997 by Resolution No. 022992, adopted a new Financial Policy in May 1998 by Resolution No. 023319; reaffirmed the Financial Policy in May 1999 by Resolution No. 023657; reaffirmed the Financial Policy in May 2000 by Resolution No. 024044; reaffirmed the Financial Policy in May 2001 by Resolution No. 024455; reaffirmed the Financial Policy in May 2002 by Resolution No. 024863; reaffirmed the Financial Policy in April 2003 by Resolution No. 025280; reaffirmed the Financial Policy in April 2004 by Resolution No. 025737; reaffirmed the Financial Policy in May 2005 by Resolution 026265; reaffirmed the Financial Policy in January 2006 by Resolution 026605; amended the Financial Policy in April 2008 by Resolution 027683; amended the Financial Policy in May 2009 by Resolution 028176; amended the policy in May 2010 by Resolution 028609; amended the policy in July 2011 by Resolution 029128; amended the policy in May 2012 by Resolution 029521; amended the policy in May 2013 by Resolution 029826; amended the policy in June 2013 by Resolution 029848; amended the policy in August 2014 by Resolution 030265; amended the policy in March 2016 by Resolution 030790; and amended the policy in July 2017 by Resolution 031189. WHEREAS, as a result of those policies, the City achieved its previous goal for the General Fund balance and desires now to articulate a new strategy to maintain a revised General fund balance and to utilize any surplus balance to provide for enhanced financial stability in future years, and also desires to establish similar goals for fund balances of the Internal Service Funds, Enterprise Funds, the Combined Utility Reserve Fund, and Debt Service Reserve Funds; and WHEREAS, this policy provides an essential guide to direct financial planning and to maintain and strengthen the City's bond rating; and WHEREAS, it has been the City's practice to reaffirm its financial policy or to adopt new or modified policy annually in conjunction with preparation of the budget. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: 2 The Financial Budgetary Policies adopted by Resolution 031189 are amended to read as follows: Section 1. Development / Effective Date of Financial Budgetary Policy. This Financial Budgetary Policy reaffirms and amends the financial policies adopted each year by the City Council since 1997. The City Manager is directed to prepare each annual proposed budget in accordance with this policy. The City Council is prepared to make expenditure reductions that may be necessary to comply with this policy. This Financial Budgetary policy remains in effect and applies to future annual budget preparation processes until amended by City Council resolution. Section 2. Current Revenues Equal / Exceed Current Expenditures. Current General Fund operating revenues will equal or exceed current budgeted expenditures. Section 3. General Fund Balance / Working Capital. To ensure that current and future services or operations are not severely impacted by any economic slowdowns, emergencies, natural disasters or other unforeseen circumstances, adequate financial resources will be set aside in the General Fund unassigned fund balance. In the Government Finance Officers Association's (GFOA) "Best Practice for Determining the Appropriate Level of Unrestricted Fund Balance in the General Fund (2015)", GFOA recommends, at a minimum, that general-purpose government, regardless of size, maintain an unrestricted budgetary fund balance in their general fund of no less than two months of regular general fund operating revenues or regular general fund operating expenditures. Accordingly; it is the goal of the City Council to build and maintain a reserve in the General Fund unassigned fund balance which totals at least two months (or approximately 17%) of regular general fund operating expenditures up to 25% of total annual General Fund appropriations, exclusive of any one-time appropriations. At the end of the fiscal year, upon completion of the Comprehensive Annual Financial Report, the amount calculated to be at least two months of regular general fund operating expenditures up to 25% of total annual General Fund appropriations will be Reserved for Major Contingencies, and set up in a separate account. The City Manager shall report on the status of compliance with this policy at least annually as part of the budget process. Uncommitted fund balance in excess of the policy requirement may be recommended for expenditure by the City Manager. Such expenditures shall be subject to the normal appropriations and expenditure approval process applicable to all other funds. Finally, it is noted that extraordinary situations may arise in which the timing of external actions out of the City's control may require the use of the unassigned fund balance. The City Manager shall note these situations to the City Council as soon as the information is known. Amounts that can be used for specific purposes pursuant to constraints imposed by formal action of the City Council will be reported as committed fund balance. Those committed amounts cannot be used for any other purpose unless the City Council removes or changes the specified use by taking the same type of action it employed to previously commit those amounts. Committed fund balance will also incorporate contractual obligations to the extent that existing resources in the fund have been specifically committed for use in satisfying those contractual requirements. 3 Section 4. Other Committed Fund Balances. 4.1 Internal Service Funds. To ensure that current and future services or operations are not severely impacted by any economic slowdowns, emergencies, natural disasters or other unforeseen circumstances, it is the goal of the City Council to build and maintain a reserve in each Internal Service Fund of three percent (3%) and a maximum of six percent (6%) of the annual Internal Service Fund appropriations, exclusive of any one-time appropriations. This subsection only applies to the Information Technologies Internal Service Fund; Stores Internal Service Fund; Engineering Services Internal Service Fund; Fleet Maintenance Internal Service Fund; and Facilities Maintenance Internal Services Fund. 4.2Group Health Plans. It is a goal of the City to maintain a fund balance in the group health plans to (1) pay any associated administrative costs and claims run -out based upon the most recent actuarial study in the event the plan ceases or a change in the third -party administrator is made; and to (2) cover any differences between revenues budgeted to cover projected claims expense for the fiscal year and the attachment point calculated at 110% of projected claims expense as a catastrophic reserve. 4.3 General Liability Fund. It is a goal of the City to maintain a fund balance in the General Liability Fund (1) to fund long-term liabilities, incurred but not reported expenses (IBNR), and a risk margin for the adverse development of claims as determined by the actuarial recommendation and reflected in the Comprehensive Annual Financial Report; (2) to provide additional protection against significant unexpected claims experience in the fiscal year as a catastrophic reserve equaling 25% of the average incurred costs of claims experience over the prior five-year period; and (3) to protect against significant cost increases in the fiscal year for purchased insurance coverage premiums equaling 25% of the cost for purchased insurance over the prior year. 4.4 Worker's Compensation Fund. It is a goal of the City to maintain a fund balance in the Worker's Compensation Fund (1) to fund long-term liabilities, incurred but not reported expenses (IBNR), and a risk margin for the adverse development of claims as determined by the actuarial recommendation and reflected in the Comprehensive Annual Financial Report; and (2) to protect against significant unexpected claims experience in the fiscal year as a catastrophic reserve equaling 25% of the average of incurred costs of claims experience over the prior five-year period. 4.5 Enterprise Funds. To ensure that current and future services or operations are not severely impacted by any economic slowdowns, emergencies, natural disasters or other unforeseen circumstances, it is the goal of the City Council to build and maintain an unreserved fund balance in each of the Enterprise Funds of a maximum of twenty-five percent of the annual Enterprise Fund appropriations, exclusive of debt service and any one-time appropriations, and anything over that amount shall be designated for specific purpose(s). This subsection only applies to Water, Wastewater, Gas, Stormwater, Airport, and Marina fund balances. 4 4.6 Debt Service Reserve Fund. The City will strive to maintain a debt service fund balance for bonds, certificates of obligation, tax notes, and other debt instruments of at least two percent (2%) of the annual debt service appropriation(s) for the fiscal year; provided, however, this requirement shall comply with the provision of Treasury Regulation 1.148-2(f) which limits the amount of reserve funds that may secure the payment of debt service on bonds. Section 5. Liabilities for Other Post Employment Benefits, Accrued Compensated Absences and Net Pension Liability. For financial reporting purposes, the City will record liabilities for Other Post Employment Benefits, Accrued Compensated Absences and Net Pension Liability according to guidance of the Governmental Accounting Standards Board. These liabilities will be funded on a pay-as-you-go basis, and thus will not be included in the minimum fund balances of the affected funds. Section 6. Property Tax Rate for Operations and Maintenance. Each proposed annual budget shall be prepared assuming that the City will be adopting a tax rate necessary to be in compliance with Section 2 above. Full consideration will be given to achieving the "effective tax rate" for maintenance and operations when assessed property values decrease, and full consideration will be giving to maintaining the current tax rate when assessed properties values increase, as long as the tax rate does not exceed the "rollback" rate (which is the rate that allows the City to raise the same amount of maintenance and operation revenue raised in the prior year with an 8% increase.) Section 7. Funding Level from General Fund for Street Maintenance. City Council approved Resolution #029634 on September 18, 2012 to declare its intent to establish a street user fee for implementation in Fiscal Year 2013-2014. Section 4 of this resolution expressed an intent to preserve the funding level of the Street Department at the percentage of the Street Fund's budget in Fiscal Year 2012-2013 relative to the General Fund. Excluding a decrease in General Fund revenues, the percentage of the Street Fund's budget relative to the General Fund will neither go below that of Fiscal Year 2012-2013 nor go below the dollar equivalent if General Fund revenues increase. That funding level equates to 6.00% of General Fund revenue less grants from the annual adopted operating budget or $10,818,730, whichever is greater. Beginning in Fiscal Year 2015-2016, the funding level will be 6% of General Fund revenue less grants and industrial district revenue or $10,818,730, whichever is greater. Additionally, beginning in Fiscal Year 2015-2016, 5% of industrial district revenue will be transferred to the Street Maintenance Fund. Section 8. Funding Level from General Fund for Residential/Local Street Capital Improvement Projects. In order to develop a long-term funding mechanism for capital improvements related to residential/local streets, implement the following: 1. For 3 years beginning in Fiscal Year 2014-2015, appropriate $1,000,000 each year from the uncommitted fund balance of the General Fund and transfer to the Residential/Local Street Capital Fund. 5 2. Beginning in Fiscal Year 2015-2016, appropriate and transfer 5% of industrial district revenue to the Residential/Local Street Capital Fund. 3. In Fiscal Year 2020-2021, transfer 1/3 of one percent of the General Fund revenue less grants and industrial district revenue to the Residential/Local Street Capital Fund. 4. In Fiscal Year 2021-2022, transfer 2/3 of one percent of the General Fund revenue less grants and industrial district revenue to the Residential/Local Street Capital Fund. 5. In Fiscal Year 2022-2023 and thereafter, transfer 1% of the General Fund revenue less grants and industrial district revenue to the Residential/Local Street Capital Fund. Section 9. Funding of Texas Municipal Retirement System (TMRS) Contributions. It is a goal of the City Council to contribute the fully funded contribution rate to TMRS to fund the general City employees' and sworn police officers' pension. In order to implement this goal, beginning in Fiscal Year 2015-2016, an additional 2% will be added to the City's contribution to TMRS each year until the actuarially determined fully funded rate is met. Section 10. Priority of City Services. The City Council recognizes the need to provide public services which support the continued growth of the local economy and personal income growth to insure an adequate financial base for the future. Section 11. Operating Contingencies. The City Manager is directed to budget at least $200,000 per year as an operating contingency as part of General Fund expenditures in order to further insulate the General Fund unreserved fund balance from unforeseen circumstances. The City Manager is directed to budget similar operating contingencies as expenditures in enterprise, internal service, and special revenue funds of the City. Section 12. Multi-year Budget Model. Whereas many of the City's fiscal goals require commitment and discipline beyond the one year considered within the City's fiscal year, the City will also consider adoption of business plans necessary for the accomplishment of City short term or long term goals. These business plans will be presented and recommended to the City Council in the proposed annual operating budget and shall be used for development of future budget recommendations as necessary to accomplish these goals. The City shall also maintain business plans and/or rate models for enterprise operations. Preparation of the annual budget will include model for years two and three, with specific revenue and expenditure assumptions and with respect to the debt horizon. Section 13. Cost Recovery. The City may recover costs in the General Fund by charging other funds for administrative costs incurred to support their operations. The City shall attempt to pursue and maintain a diversified and stable revenue stream for the 6 General Fund in order to shelter finances from short term fluctuations in any one revenue source. In order to meet the requirements outlined herein, every effort will be made to base rates on a cost of service model so costs incurred for certain services are paid by the population benefiting from such services. Section 14. Quarterly Financial Reporting and Monitoring. The City Manager shall provide interim financial performance reports and updates to the City Council on a quarterly basis. These interim reports must include detailed year to date revenue and expenditure estimates, as well as explanations for major variances to budget. The format of the quarterly report must be relatively consistent with the adopted budget. Section 15. Use of Nonrecurring Revenue. The City shall endeavor to use nonrecurring revenue to fund one-time expenditures. Nonrecurring revenue may include items such as sale of fixed assets, court settlements, or revenue collection windfalls. Section 16. Debt Management. The City Manager shall adhere to the Debt Management Policy adopted by Resolution 028902 on December 14, 2010, and reaffirmed by Resolution 029321 on December 13, 2011. Section 17. Capital Improvement Plans/Funding. The annual Capital Improvement Plan shall follow the same cycle as the Operating Budget. As part of the annual capital budget process, the City shall update its short and long range capital improvement plans. For the three-year short term plan, projects include any projected incremental operating costs for programmed facilities. The long range plan extends for an additional seven years, for a complete plan that includes ten years. Short-term plan projects must be fully funded, with corresponding resources identified. As part of a concerted effort to reduce debt levels and improve financial flexibility, the City shall pursue pay-as-you-go capital funding where possible. Section 18. Expenditures. Within the limitation of public service needs, statutory requirements and contractual commitments expenditures included in the operating budget shall represent the most cost efficient method to deliver services to the citizens of Corpus Christi. Efforts to identify the most cost efficient method of service delivery shall continue during the fiscal year after the operating budget is adopted and may be implemented during the fiscal year as necessary and of benefit to the public. Section 19. Zero -Based Budgeting type of process. To prepare the City's operating budget, the City shall utilize a Zero -Based Budgeting type of process. The staff shall be accountable for utilizing a Zero Based Budgeting type of process comprehensively for all department budgets. Section 20. A State Hotel Occupancy Tax (HOT) Fund. A state HOT Fund was created for the Fiscal Year (FY) 2015-16 budget as a result of the Texas 84th Legislature's (2015) House Bill (HB)1915 that allowed Corpus Christi and three other Texas cities to retain 2% of the state hotel occupancy taxes collected by the cities to be reinvested for beach maintenance and restoration. The expenditures in this Fund shall not be used to offset expenditures for Gulf Beach maintenance currently paid for out of 7 the local HOT Fund. The funding for Gulf Beach maintenance in the local HOT Fund shall not fall below the lesser of $1,825,088 or 15% of HOT revenue (not including the Convention Expansion portion) budgeted. This amount will be in addition to any expenditures budgeted for Gulf Beach Maintenance in the State HOT Fund. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey -Opel Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn 8 AGENDA MEMORANDUM Future item for the City Council meeting of August 22, 2017 Action Item for the City Council meeting of August 29, 2017 DATE: August 4, 2017 TO: Margie C. Rose, City Manager FROM: Mike Markle, Chief of Police mikema@cctexas.com 886-2604 Approval to enter into an interlocal agreement with Nueces County to share the Edward Byrne Memorial Justice Assistance Grant (JAG) and approval to submit a grant application to the U. S. Department of Justice for the Edward Byrne Memorial Justice Assistance Grant (JAG) Program FY 2017 Local Solicitation CAPTION: Resolution authorizing the City Manager, or designee, to submit a grant application in the amount of $157,240 to the U.S. Department of Justice, Bureau of Justice Assistance for funding eligible under the Edward Byrne Memorial Justice Assistance Grant (JAG) Program FY 2017 Local Solicitation with 50% of the funds to be distributed to Nueces County under an Interlocal Agreement; and authorizing the City Manager or designee to execute an Interlocal Agreement between the City of Corpus Christi and Nueces County to establish terms for the sharing of the Edward Byrne Memorial Justice Grant (JAG) Program FY 2017-18 Local Solicitation. PURPOSE: The City must apply for these funds each year. BACKGROUND AND FINDINGS: Under the Justice Assistance Grant (JAG) (previously Local Law Enforcement Block Grant LEBG), we have been declared a disparate jurisdiction and have agreed to split the funds 50/50 with Nueces County. A disparate allocation occurs when a constituent unit of local government is scheduled to receive one and one half times more (four times more for multiple units of local government) than another constituent unit(s), while the other unit of local government bears more than 50% of the costs of prosecution or incarceration that arise for Part 1 violent crimes reported by the geographically constituent unit(s). Jurisdictions certified as disparate must submit a joint application for the aggregate of funds allocated to them, specifying the amount of the funds that are to be distributed to each of the units of local government and the purposes for which the funds will be used. When beginning the JAG application process, a Memorandum of Understanding (MOU) must be completed, signed, and faxed to OJP, indicating who will serve as the applicant/fiscal agent for the joint funds. The City and County have agreed that the City will serve as the lead agency, and the Nueces County Commissioners Court approved the interlocal agreement as well as proposed expenditures on August 16, 2017. JAG funds can be used for state and local initiatives, technical assistance, training, personnel, equipment, supplies, contractual support, and information systems for criminal justice for any one or more of the following purpose areas: • Law enforcement programs • Prosecution and court programs • Prevention and education programs • Drug treatment and enforcement programs • Corrections and community corrections programs • Planning, evaluation, and technology improvement programs • Crime victim and witness programs (other than compensation With this award, the program has provided a total of $5,815,581 in grant funds to the City since the program began in 1996. The funds have been used to purchase backbone equipment for the Mobil Data/Automated Vehicle Location project, police package vehicles, unmarked police units, a property van, SWAT equipment, a bomb suit, digitized radios, radios for the Communications van, digital cameras, radars, video cameras, personal computer hardware and software, an upgrade to the computer system and the radio microwave system, a mobile police substation, polygraph instrument, air packs, SWAT rescue vehicle, radios for Project 25 compliance, and other police equipment. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016- 2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $157,240 $157,240 BALANCE $157,240 $157,240 Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends submitting the application. LIST OF SUPPORTING DOCUMENTS: Interlocal agreement with Nueces County, Resolution GMS APPLICATION NUMBER THE STATE OF TEXAS COUNTY OF NUECES KNOW ALL BY THESE PRESENT INTERLOCAL AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI, TEXAS AND THE COUNTY OF NUECES, TEXAS EDWARD BYRNE MEMORIAL, JUSTICE ASSISTANCE GRANT (JAG) PROGRAM FISCAL YEAR 2017 LOCAL SOLICITATION AWARD This agreement is made and entered into this day of , 2017, by and between the City of Corpus Christi, acting by and through its governing body, the City Council ("CITY"), and the County of Nueces, acting by and through its governing body, the Commissioners Court ("COUNTY"), both of Nueces County, State of Texas, witness: WHEREAS, this Agreement is made under the authority of Section 791.011(a), Government Code; and WHEREAS, each governing body, in performing governmental functions or in paying for the performance of governmental functions hereunder, shall make that performance or those payments from current revenues legally available to that party; and WHEREAS, each governing body finds that the performance of this Agreement is in the best interests of both parties, that the undertaking will benefit the public, and that the division of costs fairly compensates the performing party for the services or functions under this agreement; and WHEREAS, the CITY and COUNTY have previously entered into an agreement for disbursement of Fiscal Year 2012, 2013, 2014, 2015, & 2016 JAG funds which is separate from this agreement; and WHEREAS, the CITY agrees to provide the COUNTY fifty percent (50%), or a current estimate of $78,620, JAG funds received from Fiscal Year 2017 award; and WHEREAS, the CITY and COUNTY believe it to be in their best interests to reallocate the JAG funds. Page 1 of 3 GMS APPLICATION NUMBER NOW THEREFORE, the COUNTY and CITY agree as follows: Section 1. CITY agrees to pay COUNTY a total of fifty percent (50%), or a current estimate of $78,620 of the JAG funds received from this award. Section 2. COUNTY agrees to use the fifty percent (50%), or current estimate of $78,620, of JAG funds received from CITY under this agreement for the enhancement of law enforcement between October 1, 2016 and September 30, 2020. Section 3. Nothing in the performance of this Agreement shall impose any liability for claims against COUNTY other than claims for which liability may be imposed by the Texas Tort Claims Act. Section 4. Nothing in the performance of this Agreement shall impose any liability for claims against CITY other than claims for which liability may be imposed by the Texas Tort Claims Act. Section 5. Each party to this Agreement will be responsible for its own actions in providing services under this Agreement and shall not be liable for any civil liability that may arise from the furnishing of the services by the other party. Section 6. The parties to this Agreement do not intend for any third party to obtain a right by virtue of this Agreement. Section 7. By entering into this Agreement, the parties do not intend to create any obligations, express or implied, other than those set out herein. Further, this Agreement shall not create any rights in any party not a signatory hereto. Page 2 of 3 GMS APPLICATION NUMBER CITY OF CORPUS CHRISTI COUNTY OF NUECES Samuel L. Neal, Jr. City Manager County Judge ATTEST: Rebecca Huerta City Secretary APPROVED AS TO FORM: Buck Brice Assistant City Attorney For City Attorney Diana Barrera County Clerk Laura Garza Jimenez County Attorney Date Date Page 3 of 3 Resolution Authorizing the City Manager or designee to submit a grant application in the amount of $157,240 to the U.S. Department of Justice, Bureau of Justice Assistance for funding eligible under the Edward Byrne Memorial Justice Assistance Grant (JAG) Program FY 2017-18 Local Solicitation with 50% of the funds to be distributed to Nueces County under an Interlocal Agreement; and authorizing the City Manager or designee to execute an Interlocal Agreement between the City of Corpus Christi and Nueces County to establish terms for the sharing of the Edward Byrne Memorial Justice Grant (JAG) Program FY 2017-18 Local Solicitation. 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 submit a grant application in the amount of $157,240 to the U.S. Department of Justice, Bureau of Justice Assistance for funding eligible under the Edward Byrne Memorial Justice Assistance Grant (JAG) Program FY 2017-18 Local Solicitation with 50% of the funds to be distributed to Nueces County under an Interlocal Agreement. Grant funds will be used for the enhancement of law enforcement efforts by the Police Department and Nueces County. SECTION 2. The City Manager or his designee is authorized to execute an Interlocal Agreement between the City of Corpus Christi and Nueces County to establish terms for the sharing of the Edward Byrne Memorial Justice Grant (JAG) Program FY 2017-18 Local Solicitation. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta City Secretary Joe McComb Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey -Opel Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn Future Item for the City Council Meeting of August 22, 2017 Action Item for the City Council Meeting of August 29, 2017 DATE: August 10, 2017 TO: Margie C. Rose, MPA, City Manager THRU: Annette Rodriguez, Director of Public Health AnnetteR@cctexas.com 361-826-7205 FROM: William Milan Uhlarik, Assistant Director of Public Health williamu2@cctexas.com 361-826-1348 Vital Records Agreement with DSHS that Allows the Health District to Access the Texas Electronic Registration Remote System for the period 9/1/2015 through 8/31/2018. CAPTION: Motion authorizing the City Manager or designee to execute all documents necessary to accept an amendment to a contract with the Department of State Health Services (DSHS) for the amended contract period 9/1/2015 through 8/31/2018 to provide the Corpus Christi-Nueces County Public Health District (CCNCPHD) access to the Texas Electronic Registration Remote System (TER Remote System) for the purpose of issuing individual birth certificates, and pay DSHS a fee of $1.83 for each Certification of Vital Record printed as a result of searches of the database. PURPOSE: The contract with DSHS allows the CCNCPHD access to the Texas Electronic Registration Remote System (TER Remote System) for the purpose of issuing individual certified birth certificates to customers requesting them from the Vital Records Office of the CCNCPHD who were born outside the City of Corpus Christi. BACKGROUND AND FINDINGS: This contract with DSHS formalizes an agreement to provide the CCNCPHD access to the State database to obtain and print a copy of a birth certificate short form for a fee of $1.83 per copy for a person requesting one who was not born in the City of Corpus Christi but elsewhere in the State of Texas. The fee of $1.83 is deducted from the $23.00 birth certificate issuance fee, and is paid to DSHS. A fee of $1.80 is also deducted from each fee of $23.00 collected for issuing the 16,363 birth certificates to persons born in the City of Corpus, and are remitted to the State Comptroller to cover State administrative costs. The current fee for a birth certificate is $23.00; death certificate, $21.00; duplicate death certificate, $4.00; and plastic cover, $2.00. These fees are set by the DSHS Program Vital Statistics Unit. From each death and birth certificate fee sale, DSHS requires the CCNCPHD to reserve $1.00 in order to build and maintain an electronic record retention database to archive and preserve the historical patrimony of birth and death records of those who were born and died in the City of Corpus Christi. DSHS also requires all other Vital Records Offices statewide to do the same for their own records. ALTERNATIVES: Discontinue the public service of providing certified copies of birth certificates by the Vital Statistic Office of the Corpus Christi-Nueces County Public Health District for persons requesting them who were born outside of the City of Corpus Christi OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: Council action required to approve execution of agreement. EMERGENCY / NON -EMERGENCY: Non -Emergency. DEPARTMENTAL CLEARANCES: Corpus Christi-Nueces County Public Health District Legal Department Finance - Federal Grants and Office of Management and Budget. FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Project to Date Expenditures (CIP only) Current Year (Estimated) Future Years (Estimated) TOTALS (Estimated) Line Item Budget Birth Certificates* $23.00 19,955 $458,965.00 Encumbered / Expended Amount $21.00 1,442 $30,282.00 Death Certificates Copies This item 2,698 2,999.87 32,998.57 35,998.44 BALANCE $17,984.00 $2,999.87 $32,998.57 $35,998.44 Fund: FY2015-2016 Vitals Records Total Revenue (Fund 1020) October 1, 2015 to September 30, 2016 Category Fee Counts Revenue Birth Certificates* $23.00 19,955 $458,965.00 Death Certificates* $21.00 1,442 $30,282.00 Death Certificates Copies $4.00 2,698 $10,792.00 Plastic Sleeves $2.00 8,922 $17,984.00 Sub -Total: 33,017 $518,023.00 Category Fee Counts Revenue Due to State Remote (Per Remote Birth Certificate) $1.83 2,648 ($4,845.84) Due to State Comptroller (Per Manual & EZNET Birth Certificate) $1.80 17,307 ($31,152.60) Sub -Total Due to State & Comptroller: 19,955 ($35,998.44) Total: $482,024.56 Retention Fee * $1.00 21,397 $21,397.00 *DSHS requires $1 of each fee collected to issue a birth certificate & death certificate (does not include copies or plastic sleeves) is reserved to build and maintain an electronic record retention database to archive and preserve the historical patrimony of birth and death records of those who were born and died in the City of Corpus Christi. Comments: The Vital Records Office receives revenue for issuing birth certificates to individuals requesting them who have been born outside of the City of Corpus Christi, and a fee of $1.83 is deducted from each $23.00 fee collected to pay DSHS for the TER System service. The collected DSHS fees are deposited directly into a liability account for payment to the DSHS. RECOMMENDATION: Staff recommends approval of this motion. LIST OF SUPPORTING DOCUMENTS: Contract Amendment No. 537-16-0118-00001A DEPARTMENT OF STATE HEALTH SERVICES AMENDMENT No. 01 The Department of State Health Services ("DSHS") and Corpus Christi-Nueces County Public Health District (City) ("Contractor") agree to amend Contract No. 537-16-0118-00001 (Contract), which was effective on September 1, 2015. This amendment will be denominated as Contract No. 537-16-0118-00001A. I. The Parties agree to amend Article I1. Tenn of the Contract to extend the end o f the contract term to August 31, 2018. 11. The Parties agree to delete Article IV. Statement of Work, Section B. in its entirety, and replace it with the following: Contractor will search DSHS databases, locate data, and issue Certifications of Vital Records to authorized individuals requesting such data. The certifications will be in a format formally approved by DSHS. Contractor will take reasonable efforts to ensure use of the TER Remote System is not abused by its staff. Abuse of the access to confidential information in the TER Remote System may be cause for termination of this Contract in accordance with Section IX.K. I11. The parties agree to delete Article 1V. Statement of Work, Section H. in its entirety, and replace it with the following: The Parties are required to comply with all applicable state and federal laws relating to the privacy and confidentiality of this data and records, which includes Texas Government Code Section 552.I 15. IV. The parties agree to delete Article VIII. Representatives and replace with the following: The following will act as the Representative authorized to administer activities under this Contract on behalf of their respective Party. DSHS (Previous) Texas Department of State Health Services Contract Oversight and Support Attn: Princess Lindsay Mail Code 1326 P.O. Box 149347 Austin, TX 78714-9347 Phone: 512-776-3713 Email:ncesg indsay(c dslis.$t to c a=a1 1 DSHS (New) Texas Department of State Health Services DCP/RLHS Contract Management Unit Attn: Lori Pate Mail Code 1990 P.O. Box 149347 Austin, TX 78714-9347 Phone: 512-776-7428 Email: Lori.Patcf dshs state.tx.1 V. The parties agree to delete Article DC. General Terms and Conditions, Section C. Confidentiality, 1., and replace with the following: C. Confidentiality, 1. The parties are required to comply with all applicable state and federal laws relating to the privacy and confidentiality of patient and client records that contain Personal Identifying Information (PII) or Personally Sensitive Information (PSI) or other information or records made confidential by law, including Tex. Bus. & Comm. Code Section 521.002. To the extent the Parties execute, or have executed, a separate Data Use Agreement or other confidentiality agreement in compliance with the relevant statutes, that agreement will also apply to this Contract. VI. This Amendment No. 01 shall be effective as of the date last signed below. VII. Except as amended and modified by this Amendment No. 01, all terms and conditions of the Contract, as amended, shall remain in full force and effect. VIII. Any further revisions to the Contract shall be by written agreement of the Parties. SIGNATURE PAGE FOLLOWS 2 SIGNATURE PAGE FOR AMENDMENT No. 01 CONTRACT No. 537-16-0118-00001A DEPART OF ST TE HEA/.TH CORPV5 CHRJST(-NUECES COUNTY PUBLIC S ,1 �LiI By: Mike Map' Name: Assistant Deputy Co' mi siondel 'Title: Execution: Date of Exec Iit 3 Date of Execution: roved as io form:; Asses For C " A:i*orriEY Contract Number: 537-16-0118-00001 DEPARTMENT OF STATE HEALTH SERVICES Contract number 537-16-0118-00001 (Contract), is entered into by Department of State Health Services (DSHS) Vital Statistics Unit and City of Corpus Christi (Contractor). DSHS and Contractor are collectively referred to herein as the "Parties.' I. Purpose of the Contract. DSHS agrees to provide access to the Texas Electronic Registration Remote System (TER Remote System) for the purpose of issuing individual birth certificates. 11. Tenn of the Contract. This Contract will begin on September 1, 2015 and end on August 31, 2017. M. Authority. The Parties enter into this Contract under the authority of Texas Government Code Chapter 791. IV. tatement of Work. A. DSHS agrees to provide on-line computer services in support of Contractor from 7:60 a.m. to 6:00 p.m. (CST) Monday thni Friday, except holidays. In the event of an emergency or computer application error, DSHS may temporarily suspend services without advance notice. B. Contractor will search DSHS databases, locate data, and issue Certifications of Vital Records to authorized individuals requesting such data. The certifications will be in a format formally approved by DSHS. No limit will be established on the number of searches per month not resulting in issuance of a certification, provided the number is reasonable. C. Contractor will acquire the necessary data processing equipment, communications, hardware or software, and purchase "bank note" paper, as specified by DSHS. DSHS will assist in connection of the equipment, furnish software program and provide technical assistance, if necessary. D. Contractor acknowledges that records may not be located in the searching process instituted by Contractor or records, which are located, may have errors due to: 1. Normal key -entry errors in spellings; 2. Accidental failure on the part of the DSHS to update a file for an amendment or paternity determination; and 3. The event year does not exist on the system. VW Remote Binh Accra Page 1 Contract Number. 537-16-0118-00001 E. Contractor will notify DSHS in writing, at least monthly of errors or suspected errors that exist on the data base information. F. Contractor is to maintain an inventory control and account for each document produced on "bank note" paper, including voided documents. G. Contractor is responsible for maintaining a system of vital record keeping that is in accordance with Health and Safety Code Chapter 195 and the regulations adopted. H. The Parties are required to comply with all applicable state and federal laws relating to the privacy and confidentiality of this data and records, which includes Texas Government Code Section 552.0038. 1. The Parties will maintain sufficient safeguards to prevent release or disclosure of any such records or information obtained under this Contract to anyone other than individuals who are authorized by law to receive such records or information and who will protect the records or information from re -disclosure as required by law. 1. The Parties will use confidential records and information obtained under this Contract only for purposes as described in this Contract and as otherwise allowed by law. V. Fees. Contractor agrees to pay DSHS $1.83 for each Certification of Vital Record printed as a result of searches of the database. Contractor agrees to charge the same base search fee for a birth certificate as DSHS. Additional fees may only be charged as authorized by Texas Health and Safety Code 191. VI. &U, o& A. DSHS will send an itemized billing to Contractor on a monthly basis for each certification of Vital Record printed. This billing will be sent through the U.S. Postal Service to the Contractor at: Name: City of Corpus Christi Address: Attn: Vital Records, Tere Escalante P.O. Box 9727 Corpus Christi, TX 78469 B. Contractor will direct any billing inquiries either by phone to 512-776-7206 or email to vsubusinessservicesedshs.state.tx.us. VII. Payment Method. A. Contractor will remit payment to DSHS within thirty days after a billing is received by them. Payment by the Contractor will be considered made on the date postmarked. VSU Rennie Binh Amen Contract Number 537-16-0118-00001 B. Contractor will send payments to DSHS at Texas Department of State Health Services Cash Receipts Branch MC 2096 P.O. Box 149347 Austin, TX 78714-9347 C. Contractor will make payment to DSHS out of its current revenues. VIII. Representatives. The following will act as the Representative authorized to administer activities under this Contract on behalf of their respective Party. City of Corpus Christi DSHS Annette Rodriguez Texas Department of State Health City of Corpus Christi Services Attn: Vital Records, Tere Escalante Contract Oversight and Support P.O. Box 9727 Attn: Princess Lindsay Corpus Christi, TX 78469 Mail Code 1326 P.D. Box 149347 Phone: 361-826-7203 Austin, TX 78714-9347 Email: annetter@cctexas.com Phone: 512-776-3713 Email: Princess.Lindsay@dshs.state.tx.us IX. General Terms and Conditions. A. Governing Law. Regarding all issues related to this Contract's formation, performance, interpretation, and any issues that may arise in any dispute between the Parties, the Contract will be governed by and construed in accordance with the laws of the State of Texas. B. Amendment. This Contract may be modified by written amendment signed by the Parties. C. Confidentiality. 1. The Parties are required to comply with all applicable state and federal laws relating to the privacy and confidentiality of patient and client records that contain Protected Health Information (PHI) or other information or records made confidential by law, which includes, but is not limited to the Data Use Agreement that will be executed by the Contractor by January 16, 2016. 2. Contractor will maintain sufficient safeguards to prevent release or disclosure of any such records or information obtained under this Contract to anyone other than VSU Bomolc Binh Amos Pair 3 Contract Number. 537-16-0118-00001 individuals who are authorized by law to receive such records or information and who will protect the records or information from re -disclosure as required by law. 3. Contractor will use confidential records and information obtained under this Contract only for purposes as described in this Contract and as otherwise allowed by Iaw. 4. Notwithstanding any provision relating to confidentiality, the confidential information held by DSHS may be disclosed to a third party pursuant to the Texas Public Information Act (Texas Government Code Chapter 552), any open records decision or ruling by the Attorney General that such information constitutes public information or as otherwise provided by law. D. Exchange of Client-Identifving Information. If this Contract concerns client - identifying information, except as prohibited by other law, Contractor and DSHS may exchange PHI without the consent of clients in accordance with 45 Code of Federal Regulation § 164.504(e)(3)(i)(B), Texas Health and Safety Code § 533.009 and other applicable law or rules. E. Records Retention. DSHS will retain records in accordance with DSHS State of Texas Records Retention Schedule at http://www.dshs.state.tx.u,fr:-..-con-ls/schedules.shtm, Department Rules and other applicable state and federal statutes and regulations governing medical, mental health, and substance abuse information. F. Severability. If any provision of this Contract is construed to be illegal or invalid, the illegal or invalid provision will be deemed stricken and deleted to the same extent and effect as if never incorporated, but all other provisions will continue. G. Notice. Any notice required or permitted to be given under this Contract will be in writing and sent to the respective Party's Representative in Section VIII. Notice will be deemed to have been received by a Party on the third business day after the date on which it was mailed to the Party at the address specified in writing by the Party to the other Party, or, if sent by certified mail, on the date of receipt. H. Waiver. Acceptance by either Party of partial performance or failure to complain of any action, non -action or default under this Contract will not constitute a waiver of either Party's rights under the Contract. I. Assignment. Neither DSHS nor Contractor will not transfer, assign, or sell its interest, in whole or in part, in this Contract without prior written consent by both Parties. .1. $usnension of Services Under This Contract. In the event of an emergency or information technology system failure, DSHS may temporarily suspend services without advance notice. VSU Remote Birth Access Page 4 TEXAS DEPARTMENT OF STATE HEALTH SERVICES JOHN HELLERSTEDT, M D COMMISSIONER April 18, 2016 Annette Rodriguez City of Corpus Christi P. O. Box 9727 Corpus Christi Texas 78469 Attcn: Tere Escalante Vital Records P.O. Box 149347 Austin, Texas 78714-9347 1-888-963-7111 TTY: 1-800-735-2989 www.dshs.state tx us Subject: Executed Remote Birth Access Contract Contract Number 537-16-0118 Dear Ms. Rodriguez, Enclosed is a signed executed Remote Birth Access contract between the Texas Department of State Health Services and the City of Corpus Christi. Please let me know if you have any questions or need additional information. Princess Lindsay, Contract Manager, serves as the lead staff on this matter and can be reached by telephone at (512) 776-3713 or by email at Princess.Lindsay a,dshs.state.tx-us. Sinc�rgly, Caro Hayti - s- r uchanan, MARS, CTCM, PMP Director of Contract Oversight and Support Department of State Health Services Enclosure cc: William M. Uhlarik, MBA, ARM An Equal Opportunity Employer and Provider AGENDA MEMORANDUM Future Item for the City Council Meeting of August 22, 2017 Action Item for the City Council Meeting of August 29, 2017 DATE: August 22, 2017 TO: Margie C. Rose, City Manager FROM: Andres Leal, Jr., P.E., Director of Street Operations andyl@cctexas.com (361) 826-1957 Kim Baker, Assistant Director of Financial Services -Purchasing Division Kim B2@cctexas.com (361) 826-3169 Supply Agreement for Thermoplastics Material for Street Department CAPTION: Motion authorizing City Manager, or designee, to execute a supply agreement with Flint Trading, Inc., of Charlotte, North Carolina, for the purchase of traffic control thermoplastics material, based on a cooperative purchasing agreement with The State of Texas SmartBuy (TX SmartBuy) for a total amount not to exceed $80,689.20. The term of the agreement is for one-year, with the option to extend up to two one-year periods, subject to the sole discretion of the City. PURPOSE: This item is to approve a supply agreement for thermoplastics material. The thermoplastics material will be applied to pavement by the Signs and Markings Division of the Street Department. BACKGROUND AND FINDINGS: The Signs and Markings Division of Street Operations maintains and installs 25,000 feet of pavement markings by means of the application of thermoplastics material for example crosswalks, stop bars, turn arrows, and pavement text. ALTERNATIVES: No feasible alternatives OTHER CONSIDERATIONS: No feasible considerations CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State Statutes regulating procurements. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Street Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $335,079.38 $0.00 $335,079.38 Encumbered / Expended Amount $228,023.69 $0.00 $228,023.69 This item $80,689.20 $0.00 $80,689.20 BALANCE $26,366.49 $0.00 $26,366.49 Fund(s): Street Fund Comments: The initial contract term total is $80,689.20, which is funded for FY2016-17. The total estimated contract value will be $242,067.60 if all option years are executed. RECOMMENDATION: Staff recommends the approval of the proposed amendment. LIST OF SUPPORTING DOCUMENTS: Price Sheet Supply Agreement Form 1295 CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: MICHAEL GUTIERREZ PRICE SHEET THERMOPLASTICS MATERIAL FOR STREETS DEPARTMENT ITEM DESCRIPTION QTY. FLINT UNIT TRADING THOMASCILLE, PRICE INC. NC EXTENDED TOTAL 1. PM 125WH Q2 NB 8' Turn Arrow 60 Pack $179.99 $ 10,799.40 2. PM 125WH Q2 BD 9'10" Straight Arrow 30 Pack $155.12 $ 4,653.60 3. PM 125WH Q30' BD 12" White Line 300 Pack $86.49 $ 25,947.00 4. PM 125WH Q15' BD 24" White Line 300 Pack $86.30 $ 25,890.00 5. PM 125WH Q30' BD 16" White Line 60 Pack $115.32 $ 6,919.20 6. PM 125WH Q1 BD 8"'ONLY" 60 Pack $108.00 $ 6,480.00 TOTAL $ 80,689.20 SUPPLY AGREEMENT NO. 1242 Thermoplastics Material for Street Department THIS Thermoplastics Material for Street Department Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Flint Trading 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 Thermoplastics Material for Street Department in response to Request for Bid No. N/A ("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 Thermoplastics Material for Street Department 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 $80,689.20, 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 under City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 1 of 7 this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Peter Muniz Department: Streets Phone: 361-826-1951 Email: petermu©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: Peter Muniz Title: Finance & Resource Manager Address: 2525 Hygeia St., Corpus Christi, TX 78415 Fax: 361-826-1627 IF TO SUPPLIER: Flint Trading Inc. Attn: Jason Schneider Title: Regional Sales Manager Address: P.O. Box 160, Thomasville, NC 27361 Fax: 336-475-7900 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 TO BE CAUSED BY THE City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 4 of 7 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 that are valid, City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 5 of 7 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: Printed Name: Scott Seeley Title: Vice President Date: 8-3-17 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. N/A 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. General Requirements The Supplier will provide thermoplastic materials in accordance with the specifications listed herein. These supplies will be utilized by the Corpus Christi Streets Department. This term contract will provide unit pricing for specified items to be purchased on an "as needed" basis by the Streets Department. 2. Scope of work Specification for Thermo Plastic Pavement Markings A. A durable, retroreflective pavement marking material suitable for use as roadway, intersection, commercial or private pavement delineation and markings. B. The markings must be a resilient white or yellow thermoplastic product with uniformly distributed glass beads throughout the entire cross sectional area. The markings must be resistant to the detrimental effects of motor fuels, lubricants, hydraulic fluids, antifreeze, etc. Lines, legends and symbols are capable of being affixed to bituminous and/or portland cement concrete pavements by the use of the normal heat of a propane torch. Other colors shall be available as required. C. The markings must be capable of conforming to pavement contours, breaks and faults through the action of traffic at normal pavement temperatures. The markings shall have resealing characteristics, such that it is capable of fusing with itself and previously applied thermoplastic when heated with the torch. D. The markings shall not have minimum ambient and road temperature requirements for application, storage, or handling. E. MANUFACTURING CONTROL AND ISO CERTIFICATION: The manufacturer must be ISO 9001:2008 certified and provide proof of current certification. The scope of the certification shall include manufacture of preformed thermoplastic marking materials. F. MATERIAL: Must be composed of an ester modified rosin resistant to degradation by motor fuels, lubricants etc. in conjunction with aggregates, pigments, binders and glass beads which have been factory produced as a finished product, and meets the requirements of the current edition of the Manual on Uniform Traffic Control Devices for Streets and Highways. The thermoplastic material conforms to AASHTO designation M249, with the exception of the relevant differences due to the material being supplied in a preformed state. G. Graded Glass Beads: 1. The material must contain a minimum of thirty percent (30%) intermixed graded glass beads by weight. The intermixed beads shall be conforming to AASHTO designation M247, with minimum 80% true spheres and minimum refractive index of 1.50. 2. The material must have factory applied coated surface beads in addition to the intermixed beads at a rate of 1 Ib. (± 10%) per 10 sq. ft. The factory applied coated surface beads shall have a minimum of 90% true spheres, minimum refractive index of 1.50, and meet the following gradation: Size Gradation Retained, % Passing, % US Mesh pm 12 1700 0 - 2% 98 - 100% 14 1400 0 - 3.5% 96.5 - 100% 16 1 180 2 - 25% 75 - 98% 18 1000 28 - 63% 37 - 72% 20 850 63 - 72% 28 - 37% 30 600 67 - 77% 23 - 33% 50 300 89 - 95% 5 - 11 80 200 97-100% 0 - 3% A. Delivery Supplier shall make inside delivery to City locations within five calendar days to the addresses specified. All prices will be quoted F.O.B. destination, inside delivery to City of Corpus Christi facility, freight prepaid. Expedited forty-eight hour delivery services may be required in some instances; therefore, Supplier must be able to provide such service. Additional freight will be paid only when the City has made a request for expedited delivery. Delivery, as used in this section, means the products have been ordered and received by the City. Receipt of products that do not conform to specifications will not be accepted by the City. Supplier understands and agrees that the City may, at its discretion, cancel any backorders due to the Supplier's inability to deliver the product within the five calendar day stipulation. Cancelations shall be in writing and sent to Vendor by email, fax, or mail. No restocking fee or payment of any kind shall be owed for orders canceled due to Contractor's inability to meet the five day delivery deadline. Returns to Contractor of late orders received after the cancellation notice has been sent shall be at Contractor's expense. The City may seek the products from another party if Supplier fails to deliver on time. Delivery must be made during normal working hours, Monday through Friday, 8:00 a.m. to 5:00 p.m. C.T. B. Defective Goods Supplier shall pay for return shipment on any products that arrive in a defective, unusable or inoperable condition. Contractor must arrange for the return shipment of damaged products. C. Product Expiration Supplier shall provide supplies and medications with a minimum expiration date of 12 months after the delivery date. Any materials delivered with an expiration date of less than 12 months will be returned to Supplier for credit or replacement at Supplier's expense. D. Discontinued Items In the event that a manufacturer discontinues particular product(s), the City may allow Contractor to provide a substitute for the discontinued product(s) or delete the product(s) from the contract altogether. If Contractor requests permission to substitute a new product, Supplier shall provide the following to the City: a. Documentation from the manufacturer that the product has been discontinued. b. Documentation that names the replacement product. c. Documentation that provides clear and convincing evidence that the replacement product meets or exceeds all specifications of the original product. d. Documentation that provides clear and convincing evidence that the replacement product will be compatible with all the functions or uses of the discontinued product. e. Documentation confirming that the price for the replacement is the same as or less than the discontinued product. f. These provisions related to product discontinuance apply only to products specifically listed in this solicitation document. 3. Special Instructions All supplies will be shipped to: 2525 Hygeia St. Corpus Christi, TX 78415 Building 021 Before deliveries are made, please call Al Davila (361)-815-7069 or David Perez (361)-548-6721 so we can make arrangements to secure use of a forklift. Attachment B: Bid/Pricing Schedule T�} L Flint TRADING INC' 115 TODD COURT THOMA VILLE, NC 27360 g (I0371 O rI1'Y OF CORPUS CI{RISTI ;TX L ACCOUNTS PAYABLE DIVISION !30X 9277 T CORPUS. CI FIST!_ TX 78469 0 1N{'OTERNIS 1)I.:NT INA] ILPN Fax or Finall: Price Quote Phone: (336) 475-6600 Fax: (336) 475-7900 eMailr S5les flinttrading.cnm Page I Qua1a * 001$9009 0uote'Date 411D)2017 • 0I1371-1 FI CITY OF CORPUS CHRIST] STREET OPERATIONS P 2525 HYGEIA ROAD T CORPUS CIEll STI, TX 784154117 0 Quote Amount 00.609.20 SLS1 $L2 DESIRED SHIP DATE SHIP NUMBER U4 SRB 0411012017 TERMS DESCRIPTION CUSTOMER PO NO SHIP VIA Nig, 30 Days QCJ0TE=AL DAVVILA DESTINATION ITEM ID TX CL UNITS ORDERED SHIPPED UNIT PRICE EXTENSION 81A0241NEI PM125WI-102 NB IS' T1%*1 ARA' 8330240 Pm zwa-102 BD 9'10' SUR ARA 544310164 PM 123VuH WO' BO 12" WHITE LIME 8430566 P 1411250.0-1 Q15' 00 24' WHITE LINE 5431065 PM 12 V -4 O34' BD x8" VvI-11TE LINE 9136102 FM125114H 01 BD 8 -"ONLY'' D T1' CONTRACT 560-A2 CONTRACT DELIVER ARO 5 DAYS 0UOT ED BY STEPHANIE BRYAN 0 PAGIS 4 PACK U PACK 4 PACK I] PACK 0 PCE. 1 EACH 50,000 34.000000 300.00009N 300.000004 .50.000004 60.000000 1.000000 U.V.,01)40 0,0 0040 0.000000 0.044400 0.000004 4 000000 0.000000 179, 99 155.12 8&_l9 35.30 115.32 100,40 10,751.4a 4,853.80 25.947.50 25,1194.00 5,919.20 6,480.00 0 OP T+a; Flint TRADING INC 115 TODD COURT TIHOMASVILLE NC 27360 S 00371 • CITY CW CORPUS CI[tUSTI 1 TX L ACCOUNTS PAYABLE DIVISION Pe0 BOX 9,277 T cORPUS C1-11STI. TX 711 '& D INC13TERMS+ f1FsT1NA'I1ON Fax {nr f:mnii1: Price Quote Phone: {33+6) 475-61600 Fax: (330 475-7900 eMail:5ales llinurading,coln Page 2 Quote # 00189000 Quote Date 4110T2017 S 00,171./ H CITY OF CORPUS Cl-[RISTI 1 S'IRP1-1•OPI=(A1ION' P 2525 IIYGEIA ROAD T CORPUS CHRISTI, TX 78.415-4117 0 Moot* Amount 50,089.20 S LS1 rya TERMS DESCRIPTION SLS2 GESS DESIRED SHIP DATE SHIP NUMBER SRA 041102017 CUSTOMER PQ NO SNIP 5r1A Ntt 30 Days l)I '1 i 1 I :-:11. [}A.V'ILA IDES'. INA F[ON TEM ID TX CL UNIT$ CINDERED SNIPPED UNIT PRICE EXTENSION We appreciate your business. TAXABLE NONTAXABLE FREIGHT SALES TAX 0.00 8.669 20 0 00 0 O MSC 0.00 TOTAL DW E TOTAL 8115159 0 80.88'.20 Attachment C: Insurance Requirements Section 5. is null for this Service Agreement. Attachment D: Warranty Requirements Section 8. Warranty is null for this 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: 2017-229005 Date Filed: 06/27/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Flint Trading, Inc. Thomasville, NC 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. 1242 Supply Thermoplastic Material For Street Department 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Vetter, Steve Thomasville, NC United States X Soule, Matt Thomasville, NC United States X Murren , Michael Thomasville, NC United States X Greer, Laura Thomasville, NC United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT ``��1N1111iY111111 11 , I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. ELLEN G. TUTTLE =. Davidson County o` My Commission Expires # Signature of authorized agent of contracting business entity November 18, 2021 t AFFIX No./4y.STAMP / ��ABOVE "ii,�++i glnN tft°��`�,0 Sworn to and subscribed before me, by the said 7 i fv_, `- rc 0 ks , this the J7 +11 day of ,S no , 20 4 _j , to certify which, witness my hand and seal of office. , I07 k_ trirc. C+ /4dmi ntVrn4vr IVd ?Q_)0, E I l e r, l Signature of officer administering oath Printed name of officer administering oath Title of officer administering oat Forms provided by Texas Ethics Commission www.ethics.state.tx.us ersion V1.U. AGENDA MEMORANDUM Future Item for the City Council Meeting of August 22, 2017 Action Item for the City Council Meeting of August 29, 2017 DATE: August 8, 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, Executive Director of Water Utilities dang@cctexas.com (361) 826-1718 Jeff H. Edmonds, P.E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Construction Contract O.N. Stevens Water Treatment Plant Intermediate Sludge Removal Phase 1 FY 2018 (Capital Improvement Program) CAPTION: Motion authorizing the City Manager, or designee, to execute a construction contract with American Process Group, Inc., of Tacoma, Washington in the amount of $3,750,000 for the O.N. Stevens Water Treatment Plant (ONSWTP) Intermediate Sludge Removal Phase 1 FY 2018 for Base Bid Part A plus Additive Alternate No. 1. (Capital Improvement Program) (CIP) PURPOSE: The purpose of this agenda item is to obtain authority to execute a construction contract. BACKGROUND AND FINDINGS: Sludge is a result of the water treatment process to remove suspended solids from the raw water. ONSWTP introduces a thickening agent, alum, to accelerate the precipitation and removal of the suspended solids. This result in "alum sludge" that accumulates in the lagoons (5, 6 and 7) until appropriate dredging and final disposition of the alum sludge. FY 2018 Proposed CIP Description: O.N. Stevens Water Treatment Plant Interim Sludge Management Improvements "This project provides an interim solution to address an accumulation of water plant residuals (solids) in Lagoon 7 and the North and South Lagoons. The implementation of this project will remove solids from the North/South Lagoons by dredging and will dispose of the solids either at the Cefe Valenzuela landfill or by land application." This item is the second construction contract under the ONSWTP Interim Sludge Management Improvements CIP to develop the most cost effective short and long-term strategies to address sludge accumulation. The previous construction contract was awarded by City Council on December 20, 2016 to dredge the lagoons to reduce the critical levels of sludge accumulation. At the award of the previous dredging contract, City Council directed staff to develop alternative strategies that includes the "Land Application" process that includes dredging, hauling and spreading the sludge on a Texas Commission on Environmental Quality (TCEQ) approved property. This project was specifically developed with the two options; A) Reuse at Cefe Landfill for Alternate Daily Cover and B) Land Application on private property approved by TCEQ. The previous contract included dewatering the sludge and hauling it to the Cefe Landfill. The sludge residuals were planned for reuse by mixing the sludge residuals with mulch that can be used for alternative daily cover (ADC) reducing the need for clean fill dirt for the landfill. TCEQ granted a Temporary Allowance to the City's Landfill Permit to allow this application pending further evaluation and testing. The Temporary Allowance is for an initial six-month duration with a second six-month duration for final evaluation and approval of a permit modification. With the previous construction contract it was determined that truck hauling impacts begins impacting operations at ONSWTP with 40 trucks per day. Additionally, the Cefe Landfill cannot receive and process over 25 trucks per day without additional equipment and crews to mix and stage the sludge residual/mulch ADC. This project was developed to allow both options; Part A with reuse as ADC, and Part B with Land Application. The bid documents include alternatives identify and capture indirect cost and benefits in addition to the direct construction cost with options to the truck volumes. This strategy allows more equivalent comparison of both alternatives and the determination of long-term sludge management strategies. Table 2 below presents the indirect cost evaluation factors. Project Scope: This project includes dredging the ONSWTP lagoons, dewatering the sludge (as applicable), hauling and disposal of approximately 18,000 dry tons (DT) of water treatment plant residuals (sludge) from existing on-site storage lagoons. The quantities included in the bid documents were the minimum levels required to ensure continued plant operations while the long-term sludge management solution is implemented. The two base bid options with additive alternatives are as follows: Base Bid Option A — Includes dredging, dewatering and hauling the sludge to Cefe Valenzuela Landfill, to be mixed with mulch and used as alternative daily cover. Additive Alternative No.1 (Option A only) — Requires earth moving equipment and crew to receive and mix the sludge residuals at the Cefe Landfill to allow increasing the truck loads from 25 trucks to 40 trucks per day. Base Bid Option B — Includes dredging, limited dewatering, and hauling of the material to a land application site certified with TCEQ, by the Bidder. Additive Alternative No.1 (Option B only) — Energy Consumption to dewater sludge before hauling to approved Land Application property. On August 2, 2017, the City received proposals from six bidders (6) bidders with one bid rejected as non-responsive. Bids are as follows: Table 1. Bid Tab Calculations CONTRACTOR American Process Group, Inc. Tacoma, WA Denali Water Solutions, LLC RussAellllville' Environmental Solutions (US) Ltd Tonawanda, NY DRT Biosolids Bloomer, WI Synagro of Texas — CDR Inc. Baltimore, MD BASE BID - OPTION A 2,864,779.12 No Bid 2,805,878.33 2,946,183.60 4,115,337.03 ADD. ALT NO. 1 (OPTION A ONLY) (184,389.00) No Bid No Bid No Bid 16,205.00 TOTAL BASE BID OPTION A (+) ADD. ALT No. 1 ** 2,640,640.12 No Bid 2,805,878.33 2,946,183.60 4,132,322.03 BASE BID - OPTION B No Bid 2,753,326.61 No Bid No Bid No Bid ADD. ALT NO. 1 (OPTION B ONLY) No Bid 35,820.00 No Bid No Bid No Bid TOTAL BASE BID OPTION B ** No Bid 2,753,326.61 No Bid No Bid No Bid Engineer's Opinion of Probable Cost 3,750,000 ** The table reflects the construction cost with the indirect cost factors for both Base Bid Options. Actual award was planned at $3,750,000 to achieve maximum benefit of the proposed unit cost and benefits. TABLE 2. INDIRECT COST EVALUATION FACTORS (Evaluation is based on removal of 18,000 dry tons and bids submitted by the two lowest bidders) CEFE LANDFILL REUSE (Option A) LAND APPLICATION (Option B) Extended construction durations resulting in extended City construction oversight/inspection. The land application process without dewatering requires over 5 times the truck loads and therefore additional time to achieve an equivalent "dry ton" removal and processing. 150 days $265/day 160 days $265/day $39,750 $42,400 Water loss of occurs during the dredging of the lagoons. The initial dredging captures approximately 90 million gallons of water/sludge. Based on the two low bidders; the Cefe Landfill ADC process requires 13,516,000 gal 40,687,000 gal dewatering resulting in a water loss of approximately 14 million gallons, the land application water loss is approximately 41 million gallons. The apparent low bidder for the Land Application elected not to use a similar dewatering process. $1.07/1,000 qal $1.07/1,000 gal $14,462 $43,535 Energy consumption cost is estimated at $35,820 billed directly to the City for dewatering the sludge at ONSWTP. $35,820 $0 Cost Benefit for reuse of the sludge residuals that are mixed with mulch 144,692 CY and applied as ADC reduces need for clean fill and future land purchase $0.50 per CY $0 for borrow pits at the Cefe Landfill. ($72,346) Street Impact factor to consider increased truck volume and distances for hauling routes. Over 5 times as many trucks are required for the land 110,000 miles 216,000 miles application without dewatering. Based on the apparent low bidders, one $0.09/mi $0.09/mi for Cefe Landfill ADC reuse that is a 38 -mile roundtrip and the land application that was only 10 miles. A rate of $0.09 per vehicle mile was used based on state wide toll averages. $9,900 $19,440 The bid package was advertised to award in the amount of $3,750,000 to maximize the cost effectiveness and efficiencies and benefits for the City. The bid evaluation process considered both the direct cost and indirect cost factors. The City's Engineer, LNV, Inc., and staff evaluated the bids and required qualifications submitted by the bidders and determined only 5 of 6 bidders were responsive in accordance with the bid documents and responsible bidders based on experience, past performance, and qualifications. Based on the bid evaluation pricing factors the lowest bid was from American Process Group, Inc. and was determined to be in the best interest of the City. ALTERNATIVES: 1. Authorize execution of construction contract. (Recommended) 2. Do not authorize execution of construction contract. (Not Recommended) OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to City Fiscal Policy. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Water 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) 4,163,853 463,182 5,000,000 9,627,035 Encumbered / Expended Amount 4,163,853 4,163,853 This Item 325,000 3,425,000 3,750,000 Future Anticipated Expenditures This Project 138,182 923,558 1,061,740 BALANCE 0 0 651,442 651,442 Fund(s): Water CIP #8 Comments: This project duration is based on contractor stated durations as required by the bid documents. The schedule for removal of the 18,000 dry tons is calendar day for substantial completion of the Part A and 160 days for Part B, as proposed by the respective two apparent lowest contractor bid. The construction contract will result in the expenditure of an amount not to exceed $3,750,000. Additional dry tons and durations will be administratively authorized by the City Manager or designee within the authorized funds. RECOMMENDATION: City staff and LNV Engineering, recommend the construction contract be awarded to American Process Group, Inc. from Tacoma, WA, in the amount of $3,750,000 for the Base Bid Option A plus Additive Alternative No. 1 for the O.N. Stevens Water Treatment Plant Intermediate Sludge Removal Phase 1 FY 2018. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Form 1295 Letter of Recommendation PROJECT BUDGET ESTIMATE O.N. STEVENS WATER TREATMENT PLANT INTERMEDIATE SLUDGE REMOVAL PHASE 1 FY 2018 FUNDS AVAILABLE: Water CIP (Current) 4,627,035 Water CIP (Proposed Future) 5,000,000 TOTAL FUNDS AVAILALBE $ 9,627,035 FUNDS REQUIRED: Construction 8,250,000 *Construction Year 1 (American Process Group, Inc.) 3,750,000 Change Order No. 1 26,456 Contingency Remaining from 10% 348,544 Construction (American Process Group, Inc.) THIS CONTRACT 3,750,000 Contingency (10%) 375,000 Construction Observation' 165,000 Construction Observation Estimate 165,000 Desic7n• 213,647 **Original (LNV, Inc.) 95,467 ***Amendment No. 1 (LNV, Inc.) 91,480 Amendment No. 2 (LNV, Inc.) 26,700 Reimbursements' 346,946 Contract Administration (Engineering Svcs Admin/Capital Budget/Finance) (1.5%) 144,406 Engineering Services (Project Mgmt/Constr Mgmt) (2%) 192,541 Misc 10,000 TOTAL $8,975,593 ESTIMATED PROJECT BUDGET BALANCE $651,442 *Construction Contract approved by City Council on December 20, 2016 by Motion No. M2016-168 **Contract approved by City Council on May 24, 2016 by Motion No. M2016-052 ***Contract approved by City Council on December 20, 2016 by Motion No. M2016-168 PROJECT LOCATION SCALE: N.T.S. NUECES BAY CORPUS CHRISTI CORPUS CHRISTI INTERNATIONAL AIRPORT 665 43 X LOCATION MAP/ NOT TO SCALE 2444 - Project Number: E17050. O.N. Stevens Water Treatment Plant Intermediate Sludge Removal Phase 1 - FY 18 CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES Carpus Chr sti Engineering O.N. Stevens Water Treatment Plant Intermediate Sludge Removal Phase 1 Council Presentation August 22, 2017 Project Location Corpus Chr'sti Engineering O.N. STEVENS WATER TREATMENT PLANT INTERMEDIATE SLUDGE REMOVAL PHASE I FY 2018 N SCALE: N.TS. NUECES BAY 2 Project Vicinity Corpus Chr sti Engineering 3 Project Scope Corpus Chr sti Engineering The project bid with two base options; Option A and Option B. Both options dredge solids from the ONSWTP lagoon 5, 6 and 7 then haul the sludge residuals to an offsite location as follows: Option A — Involves dewatering the sludge and hauling the sludge residuals to Cefe Landfill to be mixed with mulch for reuse as Alternate Daily Cover. Option B— Involves hauling the sludge with or without dewatering for disposal by land application at a site chosen and certified, with TCEQ, by the Bidder. The project was advertised to be awarded within the available funds of $3.75 million to maximize the cost efficiencies and maximum benefit for continued operations at ONSWTP. Beneficial Use of Water Treatment Residuals Corpus Chr sti Engineering April 2017 May 2017 11i1ILESTO TCEQ received request for a Temporary Authorization (TA) to create Alternate Daily Cover (ADC) by mixing Water Treatment Residuals (WTR) and Mulch. TCEQ granted the Temporary Authorization. June 2017 Sector 3C started receiving and stockpiling all of the WTR, nothing goes anymore to the working face. Aug 2017 Finalizing construction and reporting requirements to start the production of Alternate Daily Cover. • Daily Cover: o Daily Cover requirements: 139 CY o Annual Daily Cover Requirements: 36,140 CY (for 260 days only) o Annual Estimated Production of ADC: 155,268 CY • Other benefits- "Top Soil" (fist 12" of native soil): o One goal is to use on-site native soils as "Top Soil" on key projects: Intermediate Cover for 4 sectors (approximately 20 acres) requiring approximately 16, 133 CY of "Top Soil". o The 2017 estimated cost for trucking "Top Soil" to Cefe is $20/CY. Bid Evaluation Factors Corpus Chr sti Engineering 1. Actual Bid Construction Cost 2. Indirect costs and benefits Extended construction duration based on contractor proposed project duration Water loss Energy consumption Landfill cost benefit to reduce requirement for clean fill in lieu of reuse of sludge residual/mulch as Alternate Daily Cover Street impacts with truck hauling Indirect Cost Comparison Option A (reuse as ADC) $2,640,640.12 $39,750 $14,462 $35,820 ($72,346) $9,900 $27,586 Option B Land Application $2,753,326.61 $42,400 $3,535 No Bid N/A $19,440 $65,375 Project Schedule Carpus Chr sti Engineering 2017 2018 Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Bid & Award Construction Project Construction Estimate: 365 Days = 1 Year Schedule reflects City Council construction award in August 2017 with completion by September 2018 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-245434 Date Filed: 08/04/2017 Date Acknowledged: 1 Name of business entity fling form, and the city, state and country of the business entity's place of business. American Process Group Inc. Tacoma, WA United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. Project No. E17070 O.N. Stevens Water Treatment Plant Intermediate Sludge Removal Phase 1 — FY 18 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check if there is NO Interested Party. only - X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said , this the day of 20 , to certify which, witness my hand and seal of office. JUSTIN DANZO Student -at -Law A Commissioner for Oaths and Notary Public in and for the Province of Alberta. Signature ofbfficer adrfil'nistering oath Printed name of offiNif ii°�'Flr Rl fiat Her Majesty*i{��if$ icer administering oath Forms orov d d by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 LNV Solutions Today with a engineers architects surveyors Vision for Tomorrow August 11, 2017 J.H. Edmonds, P.E. Director of Capital Programs City of Corpus Christi P.O. Box 9277 Corpus Christi, TX 78469-9277 Re: O.N. Stevens Water Treatment Plant Intermediate Sludge Removal Phase 1 — FY 18 Project No. E17050 Construction Contract Award Recommendation Dear Mr. Edmonds: On Wednesday, August 2, 2017, six (6) bids were received and opened for the above referenced project. The low bidder has successfully submitted documents pertaining to Section 00 45 16 Statement of Experience. The bid result summary is presented in Table 1. Table 1: Bid Summary Bidder Best Value Total Bid per Dry Ton American Process Group, Inc. $ 146.70 Denali Water Solutions LLC $ 152.96 Enviromental Solutions (US) Ltd $ 155.86 DRT Biosol ids $ 163.68 Synagro of Texas - CDR, Inc. $ 228.63 Kayden Industries $ 293.64 Denotes Rejected Bid due to irregularity or non -responsiveness. Denotes corrected bid price due to mathematical error Of the six bid proposals received by the City, only one bid was rejected due to bid irregularities as denoted above. LNV has reviewed the bid proposals and information required in Section 00 45 16 Statement of Experience submitted by each bidder and has determined that the low bidder meets the specified requirements. LNV recommends that the project be awarded to American Process Group, Inc. for the Base Bid plus Additive Alternate No. 1 in the amount of $3,750,000.00 for the O.N. Stevens Water Treatment Plant Intermediate Sludge Removal Phase 1 — FY 18 project. 7500 RIALTO BLVD. 1 BUILDING 1, SUITE 240 1 AUSTIN, TEXAS 78735 OFFICE 512.381.8333 1 WWW.LNVINC.COM 1 TBPE FIRM NO. F-366 Rev2013 Also enclosed are the project bid tabulation and American Process Groups bid proposal for this project. If you have any questions or need additional information, please contact me at (361) 883 1984. Sincerely, LNV, Inc. TBPE No. F-366 Q Ian M. Clements, P.E. Project Engineer Enclosures: 1. Bid Tabulation 2. American Process Groups Bid Proposal and Statement of Experience cc: Jerry Shoemaker, P.E. Dan S. Leyendecker, P.E. Melanie Gavlik, P.E. Sylvia Arriaga Logan Burton, P.E. 7500 RIALTO BLVD. 1 BUILDING 1, SUITE 240 1 AUSTIN, TEXAS 78735 OFFICE 512.381.8333 1 WWW.LNVINC.COM TBPE FIRM NO. F-366 Rev2013 AGENDA MEMORANDUM Future Item for the City Council Meeting of August 22, 2017 Action Item for the City Council Meeting of August 29, 2017 DATE: August 22, 2017 TO: Margie C. Rose, City Manager FROM: Jim Davis, Director of Fleet Maintenance Jim D@cctexas.com (361) 826-1972 Kim Baker, Assistant Director of Financial Services -Purchasing Division Kim B2@cctexas.com (361) 826-3169 Unleaded Gasoline & Ultra -Low Sulfur Diesel (TX LED) Fuel Delivery Service CAPTION: Motion authorizing City Manager, or designee, to execute a service agreement with Petroleum Traders Corporation, of Fort Wayne, Indiana for unleaded gasoline and ultra- low sulfur diesel (TX LED) fuel delivery services, in accordance with Request for Bid No. 1178, based on the lowest responsive, responsible bid for a total amount not to exceed $2,559,424.88 with an estimated expenditure of $427,000.00 in FY 2016-2017. The term of this contract will be for one year with options to extend for two additional one-year periods at the sole discretion of the City. PURPOSE: This service agreement will provide unleaded gasoline & ultra-low sulfur diesel (TX LED) fuel delivery services to multiple City locations throughout the city. BACKGROUND AND FINDINGS: Unleaded gasoline & ultra-low sulfur diesel (TX LED) fuel delivery services will be provided to nine City owned sites located throughout the city on as -need basis. The Purchasing Division conducted a competitive Request for Bid process to obtain bids for a new contract. The City received two bids that were deemed responsive and responsible. The bids were evaluated based on lowest price and is recommending the award to the lowest responsive, responsible bidder, Petroleum Traders Corporation. 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: Fleet Maintenance FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $6,300,429.37 $2,132,424.88 $8,432,854.25 Encumbered / Expended Amount $1,885,928.78 $0.00 $1,885,928.78 This item $427,000.00 $2,132,424.88 $2,559,424.88 BALANCE $3,987,500.59 $0.00 $3,987,500.59 Fund(s): Water, General Fund, Wastewater, Fleet Maintenance Services, Storm Water and Airport Comments: The initial contract term is a total amount not to exceed $2,559,424.88, with an estimated expenditure of $427,000.00 is funded in FY2016-2017. The remaining balance of $2,132,424.88wi11 be requested in future year's budget. The total contract value will be $7,678,274.64 if all option years are executed. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Service Agreement Form 1295 CITY OF CORPUS CHRISTI PURCHASING DIVISION Unit of Petroleum Traders Corp Fort Wayne, IN Est OPIS Price As Of Fixed Markup Extended BID TABULATION RFB 1178 Unleaded Gasoline & Ultra -Low Sulfur Diesel Arguindeui Oil Co. Laredo, TX Est OPIS Price As Of Fixed Markup Extended ITEM DESCRIPTION Measure Qty 4/17/2017 Plus/Minus Fee Price Qty 4/17/2017 Plus/Minus Fee Price Unleaded Gasoline 1 Transport Deliveries Gal 735,759 1 Transport Deliveries Gal 735,759 $1.66 -$0.0048 $1,217,828.30 735,759 $1.66 $0.0495 $1,257,780.01 2 Tank Wagon Delivers Gal 10,000 $1.66 $0.3500 $20,100.00 10,000 $1.66 $0.1895 $18,495.00 Ultra Low Sulfur Diesel (TX LED) 4 Tank Wagon Deliveries Gal 25,000 3 Transport Deliveries Gal 784,565 $1.61 $0.0151 $1,274,996.58 784,565 $1.61 $0.0495 $1,301,985.62 4 Tank Wagon Deliveries Gal 25,000 $1.61 $0.250 $46,500.00 25,000 $1.61 $0.1895 $44,987.50 Totals Unit of *Sun Coast Resources Houston, Tx Est OPIS Price As Of Fixed Markup $2,559,424.88 Extended ITEM DESCRIPTION Measure Qty 4/17/2017 Plus/Minus Fee Price Unleaded Gasoline 1 Transport Deliveries Gal 735,759 2 Tank Wagon Delivers Gal 10,000 Ultra Low Sulfur Diesel (TX LED) 3 Transport Deliveries Gal 784,565 4 Tank Wagon Deliveries Gal 25,000 *Non -Responsive *Non -Responsive due to late bid. $2,623,248.13 SERVICE AGREEMENT NO. 1 178 Unleaded Gasoline & Ultra -Low Sulfur Diesel (TX LED) Fuel Delivery Service THIS Unleaded Gasoline & Ultra -Low Sulfur Diesel (TX LED) Fuel Delivery Service Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Petroleum Traders Corporation ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Unleaded Gasoline & Ultra -Low Sulfur Diesel (TX LED) Fuel Delivery Service in response to Request for Bid/Proposal No. 1178 ("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 Unleaded Gasoline & Ultra -Low Sulfur Diesel (TX LED) Delivery Service ("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 twelve 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 twelve-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 $2,559,424.88, 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: Name: Erlinda Klubertanz Department: General Services Phone: 361-826-1903 Email: Erlinda©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: Erlinda Klubertanz Title: Operations Manager Address: 5352 Ayers, Bldg 3B, Corpus Christi, TX 78415 Fax: 361-826-4394 IF TO CONTRACTOR: Petroleum Traders Corporation Attn: Linda Stephens Title: Vice President Address: 7120 Pointe Inverness Way, Fort Wayne, IN Fax: 260-203-3820 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: Vicki Nimes Title: Vice President Date: 7/17/2017 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. 1178 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/Background Information This procurement is a Request for Bids (RFB) for the purchase and delivery of Unleaded Gasoline and Ultra Low Sulfur Diesel (TX LED) Fuel. Product will be delivered on as needed basis to the City's locations shown in Exhibit A. 2 Scope of work A. The Contractor shall provide all labor, transportation and supervision during the life of the contract. The Contractor must be adequately equipped, supplied and staffed to promptly and efficiently meet the City's requirements. The Contractor shall ensure that a vapor recovery hose and connection system are properly installed prior to transferring and dispensing fuel. Drivers are not to leave hoses unattended during fueling operations. B. The Contractor shall take all due precautions to prevent spillage of these products during delivery. Proper equipment maintenance constant inspection, and where necessary, the use of collection pans during fuel transfer, will be employed to avoid leaks or spills. In the event of a spill, the Contractor shall be responsible for immediate containment, mitigation of the effects of the spill and cleanup of the spilled products at no cost to the City of Corpus Christi. Should the Contractor fail to take immediate action, the City may contract with a third party to accomplish the required control actions and will hold the Contractor responsible for the cost incurred and may be grounds for termination of the contract. A copy of the Contractor's spill containment policy may be requested. C. The services required under this procurement are vital to the operation of the City of Corpus Christi and required during Emergency Situations such as hurricanes and other catastrophes, whether man made or natural. Time is of the essence during these situations and the Contractor should be able to be contacted at any time, day or night during those periods. Please provide emergency contact information as part of the bid proposal form response. Upon request, the Contractor must be prepared and ready to deliver tankers of Gas and Ultra Low Sulfur Diesel (TX LED) fuel to the Service Center located at 5352 Ayers. D. The City of Corpus Christi will take PRIORITY over contracts the successful bidder may have during emergency situations. E. If the Contractor is unable to meet the emergency requirement, the City will locate and purchase the required fuel and any cost incurred, including additional cost over the bid price, will be charged to the Contractor. F. The Contractor must submit a copy of the OPTS price (published for date of delivery) with each invoice. RFB Template Revised 04.28.17 3. Special Instructions A. The City reserves the right to have diesel fuel tested by a recognized independent petroleum testing laboratory at the supplier's expense. B. These test can be scheduled at any time the City deems necessary; not to exceed three times during the twelve month contract term. C. The Bidder must submit, with each delivery, Material Safety Data Sheet/s (MSDS) similar to the U.S. Department of Labor form LSB-00 S 5. D. Vendors must comply with all ASTM test methods as required by TITLE 30 ENVIRONMENTAL QUALITY, PART 1 TEXAS COMMISSION ON ENVIRONMENTAL QUALITY, CHAPTER 114 CONTROL OF AIR POLLUTION FROM MOTOR VEHICLES, SUBCHAPTER H LOW EMISSION FUELS, DIVISION 2 LOW EMISSION DIESEL RULE §114.315 APPROVED TEST METHODS (TX LED), September 13, 2012, in order to be considered responsive. https://www.tceq.texas.gov Delivery Requirements A. For fuel orders placed by the Maintenance Service Department between 8:00 a.m. and 9:00 a.m., delivery shall be made prior to 5:00 p.m. same day. Fuel orders placed after 9:00 a.m. shall be delivered the following day before noon. If the deliveries are made within the time required, the City reserves the right to locate the product and any cost incurred, including additional cost over the bid price, will be charged to the Contractor. B. Upon request, fuel deliveries will be made to the requesting departments shown in Exhibit A. C. Refinery manifest indicating gross/net gallons must accompany all deliveries. All tank wagons making deliveries must be metered and must be verified by City personnel. D. The Contractor must submit, with their bid, a typical analysis of each product being proposed and unleaded fuel must indicate a minimum octane rating of 85 or 87. E. The Contractor must submit, with their bid, a Material Safety Data Sheet/s (MSDS) essentially similar to the U.S. Department of Labor form LSB-00-S5 for each product. RFB Template Revised 04.28.17 Exhibit A Locations Location Tank Total Capacity Above/Under Ground Unleaded Gasoline Octane 87 Fire Station No. 14 5901 S. Staples Corpus Christi, TX 78413 1 1,000 Gallons Above Ground Maintenance Services 5352 Ayers Corpus Christi, TX 78415 2 10,000 Gallons Under Ground International Airport - Aviation 1000 International Corpus Christi, TX 78406 1 1,000 Gallons Above Ground Storm Water Power Street Station A. 1218 N. Water Corpus Christi, TX 78401 2,800 Gallons Above Ground Ultra Low Sulfur Diesel (TX LED) Maintenance Services 5352 Ayers Corpus Christi, TX 78415 2 10,000 gallons Under Ground International Airport - Aviation 1000 International Corpus Christi, TX 78406 1 1,000 Gallons Above Ground P&R Beach Operations 8185 Hwy 361 Corpus Christi, TX 78410 1 0 Gal0lons Above Ground Storm Water, Power Street Station A 1218 N. Power Corpus Christi, TX 78401 3 0 Gal0lons Above Ground Storm Water, Kinney Street Station B 301 N. Kinney Corpus Christi, TX 78401 1 3,000 Gallons Above Ground Water Wesley Seale Dam County Road 365 Corpus Christi, TX 78415 2 0 Gal0lons Above Ground Water O.N. Stevens Plant 13101 Leopard St. Corpus Christi, TX 78410 2 10,000 Gallons Above Ground Waste Water Whitecap WW Plant 13409 Whitecap Corpus Christi, TX 78418 250 Gallons Above Ground RFB Template 10.10.16 Laguna Madre WW Plant 201 Jester Corpus Christi, TX 78418 1 4,000 Gallons Above Ground Oso WW Plant 501 Nile Corpus Christi, TX 78412 2 0 Gal0lons Above Ground 2 0 Gal5lons Above Ground 2 0 Gal0lons Above Ground Broadway WW Plant 1402 Broadway Corpus Christi, TX 78401 1 8,000 Gallons Above Ground The following estimate is the annual usage (in gallons) of each location: Diesel Wesley Seale Dam 2,000 O.N. Stevens W.T.P. 20,000 Beach Operations 13,067 Storm Water Pump 2,100 Whitecap WW Plant 500 Laguna WW Plant 6,000 Oso WW Plant 4,000 Broadway WW Plant 10,000 Airport 4,202 Fleet Maintenance 747,696 Total usage 809,565 Unleaded Fire Station No. 14 1,000 Airport 165,925 Storm Water Pump 2,800 Fleet Maintenance 576,034 Total usage 745,759 RFB Template 10.10.16 Attachment B: Bid/Pricing Schedule A. 4:'; x11 Ili CITY OF CORPUS CHRISTI Revised BID FORM PURCHASING DIVISION RFB No. 1178 1852 Unleaded Gasoline and Ultra Low Sulfur Diesel (TX LED) PAGE 1 OF 1 Date: 6/14/2017 Authorized Bidder: petroleum Traders Corporation Signature: , ��� - , .' '4- 4..-‘. .1 inda Stephens, Vice -reside 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 applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. Scheduled Item Description Unit Estimated Qty OPIS Price as of 04/03/17 Total Fixed Markup +/-fee Extended Price Unleaded Gasoline 1 Transport Deliveries Gal 735,759" $l.bb $1,221,359.94 -.0048 $1,217,828.30 $ C/la, A'7 2 Tank Wagon Gal 10,000 $1.66 $16,600.00 +.3500 $20,100.00 1344461- Deliveries 067 Ultra Low Sulfur Diesel (TX LED) 3 Transport Deliveries Gal 784,565 $1.61 $1,263,149.65 +.0151 * $1,274,996.58 grec 4 Tank Wagon Gal 25,000 $1.61 $40,250.000. +.250 * $46,500.00 Deliveries *There was a mathematical error with contractor's extended price. Contractor was notified and correction were made. Revised 6/7/2017 Attachment C: Insurance/Bond Requirements 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 the 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 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) Owned Hired and Non -Owned 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 RFB Template 10.10.16 POLLUTION LIABILITY (Including Cleanup and remediation) $1,000,000 Per Incident Limit $1,000,000 Aggregate 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. 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, RFB Template 10.10.16 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. 2017 Insurance Requirements City of Corpus Christi — Purchasing Division Delivery Services of Gasoline and Diesel 03/17/17 sw Risk Management RFB Template 10.10.16 Attachment D: Warranty Requirements Section 8. Warranty. Is not required for this Serivce Agreement. Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 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: 2017-235425 Date Filed: 07/12/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Petroleum Traders Corporation Fort Wayne, IN 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. 1178 Fuel Provider 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 1 AFFIX Sworn 20 1 swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. ✓ /...., .7,- 1,%lrP' 1"0.,,� MICHELLE RENEE BEARD 5... . Notary Public, State of Indiana :ooIARH • •:4 Allen County • =*:s`"` sEAi, '*" Commission # 618788 .' '• ' �C My Commission Expires ''•a %%%%%%",,�`' June 10, 2018 Signature of authorized aged[ of contracting business entity Vicki L. Rimes, Vice President Vicki L. Himes, Vice President this the 12th day of July , NOTARY STAMP to and subscribed 17 , to certify / SEAL ABOVE before me, by the said which, witness my hand and seal of office. Michelle Beard Notary 1 , , i 'Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) 1, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: August 29, 2017 Legistar Number: 17-0907 Agenda Item: Motion authorizing City Manager, or designee, to execute a service agreement with Petroleum Traders Corporation, of Fort Wayne, Indiana for unleaded gasoline and ultra-low sulfur diesel (TX LED) fuel delivery services, in accordance with Request for Bid No. 1178, based on the lowest responsive, responsible bid for a total amount not to exceed $2,559,424.88 with an estimated expenditure of $427,000.00 in FY 2016-2017. The term of this contract will be for one year with options to extend for two additional one-year periods at the sole discretion of the City. Amount Required: $427,000.00 Fund Name Accounting Unit Account No. Activity No. Amount Water 4010-31010-062 520050 $8,125.50 General 1020-12940-141 520050 $25,000.00 Water 4010-30200-061 520050 $6,000.00 Wastewater 4200-33110-064 520050 $29,000.00 Fleet Maintenance Svc 5110-40140-202 520210 $225,721.50 Storm Water 4300-32040-067 520050 $8,000.00 Wastewater 4200-33100-064 520050 $9,300.00 Wastewater 4200-33110-064 520050 $16,740.00 Wastewater 4200-33120-064 520050 $16,740.00 Wastewater 4200-33130-064 520050 $16,740.00 Wastewater 4200-33140-064 520050 $16,740.00 Wastewater 4200-33150-064 520050 $16,740.00 Airport 4610-35055-272 520050 $17,190.00 Airport 4610-35005-271 520050 $1,379.00 Airport 4610-35020-271 520050 $400.00 Airport 4610-35050-272 520050 $13,184.00 Total $427,000.00 ❑ Certification Not Required Director of Financial Services Date: Run: 08/08/2017 at 5:00 AM Org CITY OF CORPUS CHRISTI, TEXAS SUMMARY OF APPROPRIATIONS AND EXPENDITURES FOR THE 11 MONTHS ENDED August 31, 2017 FUND: 4010 -Water Fund 4010 Encumbrances/ Unencumbered Description Original Budget Amended Budget Expenditures Commitments Balance 10200 ACM #3 14700 Economic Development 30000 Water administration 30001 Utility Planning Group 30003 Utilities Director 30005 Utility Administration 30010 Utility Office Cost 30020 Water Resources 30030 Environmental & Strategic !nit 30200 Wesley Seale Dam 30205 Sunrise Beach 30210 Choke Canyon Dam 30220 Environmental Studies 30230 Water Supply Development 30240 Nueces River Authority 30250 Lake Texana Pipeline 30251 Mary Rhodes Pipeline Ph II 30260 Water purchased - LNRA 30280 Rincon Bayou Pump Station 30281 Stevens RW Diversions 30283 Source Water Protection 31010 Stevens Filter Plant 31501 Water Quality 31510 Maintenance of water meters 31520 Treated Water Delivery System 31700 Water Utilities Lab 50010 Uncollectible accounts 55035 Amortization of bond premium 55045 Transfer to escrow agent 55050 Bond issuance costs 55070 Lake Texana Pipeline debt 55080 LNRA pump station debt 55090 Bureau of Reclamation debt 55095 Mary Rhodes Phase II debt 60010 Transfer to General Fund 60241 Transfer to Storm Water Fund 60270 Transfer to Debt Svc Reserve 353,926.13 353,926.13 160, 084.00 160, 084.00 3,355,066.50 3,118,739.83 1,406,599.83 1,346,979.74 270,172.00 208,950.00 1,445,593.75 1,613,115.87 950,266.04 1,010,916.24 665,600.04 670,018.54 770,175.90 943,408.86 1,247,043.53 1,399,125.83 354,378.00 330,065.32 1,037,344.40 1,140,252.14 120,000.00 225,870.63 615,000.00 1,108,866.98 211,500.00 356,500.00 1,117,995.70 1,280,873.13 360,865.00 360,865.00 9,350,000.00 9,350,000.00 176,000.00 216,000.00 828,500.00 828,500.00 30,000.00 42,189.82 15, 930, 342.04 17, 834, 547.31 1,490,921.66 1,768,762.15 3,185,575.19 3,554,928.30 10, 425, 646.24 10, 965, 695.81 995,783.50 893,800.06 775,296.00 775,296.00 0.00 0.00 0.00 0.00 0.00 0.00 7,007,150.00 7,007,150.00 746,600.00 746,600.00 4,995,164.00 4,995,164.00 6,996,532.00 6,996,532.00 2,480,877.54 2,480,877.54 28,681,938.00 28,681,938.00 120, 251.00 120, 251.00 265,240.46 160,090.02 2,723,985.41 626,551.06 76,272.46 931,528.37 857,384.94 308,863.67 485,553.35 855,513.64 205.542.06 743,314.63 81, 724.85 167,129.52 203,497.62 731, 727.61 300,245.00 7,174,424.82 160,112.10 526,863.11 7,510.83 12.709.876.67 1,301,383.20 2,300,894.18 7,446,617.09 649,200.40 0.00 (18,406.87) 577,162.80 1,313,431.13 7,004,143.31 730,300.00 4.995.163.00 7,787,642.28 2,274,137.80 23,901,615.00 110,230.12 46.04 88,639.63 0.00 (6.02) 33,396.93 361,357.49 6,322.78 714,105.90 9,096.96 123,580.58 271,582.95 410,004.55 85,767.30 67,764.00 12,945.13 348,209.74 176,676.17 281,179.34 195,184.68 348,427.51 50.540.78 73,982.48 202,525.70 194, 411.81 24,458.72 119,687.06 347, 754.61 593, 982.85 130,956.52 22,045.86 164,001.21 385,144.31 0.00 60,620.00 0.00 2,175,575.18 46,214.00 9,673.90 0.00 301,636.89 4,900.00 29,778.99 2.456.948.42 2,667,722.22 141,716.04 325,662.91 863,370.12 390,664.00 303, 203.71 3, 215, 875.01 94,611.39 149,988.27 0.00 775,296.00 0.00 18,406.87 0.00 (577,162.80) 0.00 (1,313,431.13) 0.00 3,006.69 0.00 16,300.00 0.00 1.00 0.00 (791,110.28) 0.00 206,739.74 0.00 4,780,323.00 0.00 10,020.88 Run: 08/08/2017 at 5:00 AM Org CITY OF CORPUS CHRISTI, TEXAS SUMMARY OF APPROPRIATIONS AND EXPENDITURES FOR THE 11 MONTHS ENDED August 31, 2017 FUND: 1020 - General Fd Encumbrances/ Unencumbered Description Original Budget Amended Budget Expenditures Commitments Balance 12611 Regional Hlth Awareness Bd 12615 TB Clinic - Health Department 12630 Vital Statistics 12640 Environmental Health Inspect 12650 STD Clinic 12660 Immunization 12680 Animal Control 12681 Low Cost Spay Neuter Clinic 12690 Nursing Health Svc 12700 Laboratory 12720 Mental Health 12800 Central Library 12810 Anita & WT Neyland Public Libr 12820 Ben F McDonald Public Library 12830 Owen Hopkins Public Library 12840 Janet F. Harte Public Library 12850 Dr C P Garcia Public Library 12900 Office of Director 12910 Park Operations 12915 Tourist District 12920 Park Construction 12921 Oso Bay Learning Center 12925 P&R priority maint response 12926 Beach & Park Code Compliance 12940 Beach Operations 12950 Beach Parking Permits 13005 Program Services Admin 13022 Oso Recreation Center 13023 Lindale Recreation Center 13025 Oak Park Recreation Center 13026 Joe Garza Recreation Center 13028 Coles Recreation Center 13030 Senior Community Services 13031 Broadmoor Sr Ctr 13032 Ethel Eyerly Sr Ctr 13033 Garden Sr Ctr 13034 Greenwood Sr Ctr 83,236.00 87,347.00 140, 611.80 140, 611.87 160, 251.65 160, 251.65 484,312.56 497,828.43 139, 687.49 139, 687.91 384, 923.71 386, 382.47 2,979,050.32 3,001,681.88 0.00 2,955.23 209, 439.01 196, 386.33 237,923.64 238,324.39 54,000.00 54,000.00 1,772,132.56 1,871,480.86 517,439.80 526,624.95 505,811.26 516,216.34 456,892.55 456,408.01 407,335.03 414,158.37 469,650.63 473,212.43 1,019,124.50 1,026,555.26 4,974,094.25 5,267,414.58 1,195,155.61 1,330,216.02 663,854.83 750,039.16 477,847.44 511,556.09 0.00 7,869.12 190,870.55 191,789.41 1,718,498.92 1,747,912.87 213,665.45 235,500.31 622,519.90 656,342.90 93,654.56 106,333.63 107, 590.23 108, 800.23 23,900.00 23,940.95 65,235.90 65,235.90 72,623.92 73,208.72 585,109.83 586,871.69 54,588.00 62,326.62 134, 535.10 133, 785.42 149, 536.83 153, 283.54 156, 315.95 154, 098.62 6, 713.91 81,442.23 123,821.80 353,256.53 107,223.99 136,256.08 2,110,478.00 (1,817.17) 67,542.48 182,725.22 45.000.00 1,376,665.33 411,618.01 419,089.62 336,188.46 279,715.12 361,847.08 806, 763.50 3,992,709.62 833,316.85 441,381.25 355.728.00 7,808.80 151,375.54 977,681.85 176,390.52 466,368.21 91,856.94 66,808.37 16,173.15 38,569.91 47,154.67 511.272.06 46,372.53 89,162.40 110,245.28 112,190.14 0.00 80,633.09 2,826.53 56,343.11 3,141.70 33,288.15 20,123.06 124,448.84 43.97 32,419.95 42,172.78 207,953.61 28,998.10 862,205.78 0.00 4,772.40 1,126.69 127, 717.16 17,343.19 38,255.98 0.00 9,000.00 236,031.06 258,784.47 9,046.42 105,960.52 11,552.48 85,574.24 8,554.67 111,664.88 7,379.57 127,063.68 13,195.70 98,169.65 16,271.95 203,519.81 361,850.37 912,854.59 118,789.24 378,109.93 207,312.68 101,345.23 2.157.63 153,670.46 60.32 0.00 345.97 40,067.90 107,293.03 662,937.99 0.00 59,109.79 80.45 189,894.24 441.13 14,035.56 3,950.62 38,041.24 157.95 7,609.85 497.95 26,168.04 2,718.97 23,335.08 1.860.06 73,739.57 1, 249.34 14, 704.75 880.21 43, 742.81 1,997.31 41,040.95 1,465.04 40,443.44 Run: 08/08/2017 at 5:00 AM Org CITY OF CORPUS CHRISTI, TEXAS SUMMARY OF APPROPRIATIONS AND EXPENDITURES FOR THE 11 MONTHS ENDED August 31, 2017 FUND: 4200 - Wastewater 4200 Encumbrances/ Unencumbered Description Original Budget Amended Budget Expenditures Commitments Balance 14700 Economic Development 30010 Utility Office Cost 33000 Wastewater Administration 33100 Broadway Wastewater Plant 33110 Oso Wastewater Plant 33120 Greenwood Wastewater Plant 33130 Allison Wastewater Plant 33140 Laguna Madre Wastewater PIan1 33150 Whitecap Wastewater Plant 33210 Lift Station Operation & Maint 33300 Wastewater Pretreatment 33400 Wastewater Collection System 33500 Wastewater Elect & Instru Supp 50010 Uncollectible accounts 55045 Transfer to escrow agent 55050 Bond issuance costs 60010 Transfer to General Fund 60270 Transfer to Debt Svc Reserve 60320 Transfer to Wastewater CIP 60340 Transfer to Util Sys Debt Fund 60420 Transfer to Maint Services Fd 70001 Water issue Dec 2016 80000 Reserve Appropriation 128, 772.00 128, 772.00 906,300.00 906,300.00 7,001,723.09 7,257,546.34 2,787,585.79 3,072,117.02 6,353,250.76 7,031,216.19 2,962,636.79 2,991,406.06 2,146,584.60 2,278,594.12 1,543,922.10 1,655,670.28 1,305,453.63 1,358,127.75 2,818,185.36 2,784,424.95 680,221.96 807,596.32 10,692,490.57 13, 246, 726.77 1,518,549.53 1,322,852.48 655,877.00 655,877.00 0.00 0.00 0.00 0.00 1,446,759.82 1,446,759.82 212,917.00 212,917.00 17,278,020.00 17,278,020.00 21,223,618.00 21,223,618.00 280,680.00 280,680.00 0.00 0.00 967,204.00 967,204.00 128,800.00 755,250.00 4,056,379.42 2,394,212.71 5,307,443.23 2,166,564.72 1,796,813.85 1,140,403.98 889,201.85 1,897,315.17 528.565.22 6,870,539.28 628,386.45 0.00 469,053.86 5,118.82 1,326,196.52 195,173.88 17,278,020.00 19,454,983.13 224,324.93 198.86 0.00 0.00 0.00 289,420.85 195,324.33 1,135,852.91 204,942.36 216, 752.49 82,953.97 118,015.54 283,529.45 18.417.83 4,463,816.04 685.85 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (28.00) 151,050.00 2,911, 746.07 482,579.98 587,920.05 619,898.98 265,027.78 432,312.33 350,910.36 603,580.33 260,613.27 1,912,371.45 693, 780.18 655,877.00 (469,053.86) (5,118.82) 120,563.30 17, 743.12 0.00 1,768,634.87 56,355.07 (198.86) 967,204.00 TOTAL ORG 82,910,752.00 86,906,426.10 67,512,945.88 7,009,711.62 12,383,768.60 Run: 08/08/2017 at 5:00 AM Org CITY OF CORPUS CHRISTI, TEXAS SUMMARY OF APPROPRIATIONS AND EXPENDITURES FOR THE 11 MONTHS ENDED August 31, 2017 FUND: 5110 - Fleet Maint Svc Encumbrances/ Unencumbered Description Original Budget Amended Budget Expenditures Commitments Balance 40050 Director of General Services 40100 Mechanical repairs 40110 Centralized fleet 40120 Equipment Purchases - Fleet 40130 Network system maintenance 40140 Service station 40170 Fleet Operations 40180 Parts Room Operation 40200 Police/Heavy Equipment Pool 70001 Water issue Dec 2016 80000 Reserve Appropriation 570,922.14 2,367,362.29 199,083.13 1,503,527.00 430,142.57 6,596,911.23 2,079,366.26 3,554,493.83 1,505,280.55 0.00 52,100.00 571,574.95 2,370,184.08 205,181.97 4,079,318.11 421,186.97 6,673,122.99 1,925,390.87 3,554,493.83 1,206,634.29 0.00 52,100.00 496,596.79 1,767,207.44 100,919.42 2,518,756.14 129,646.58 2,338,525.80 1,411, 786.48 3,244,716.97 796,511.60 409.57 0.00 1,006.72 11,815.09 4,153.28 706,303.27 108,851.57 11,026.20 107,644.23 1,675.96 30, 746.07 0.00 0.00 73,971.44 591,161.55 100,109.27 854,258.70 182,688.82 4,323,570.99 405,960.16 308,100.90 379,376.62 (409.57) 52,100.00 TOTAL ORG 18,859,189.00 21,059,188.06 12,805,076.79 983,222.39 7,270,888.88 Run: 08/08/2017 at 5:00 AM Org CITY OF CORPUS CHRISTI, TEXAS SUMMARY OF APPROPRIATIONS AND EXPENDITURES FOR THE 11 MONTHS ENDED August 31, 2017 FUND: 4300 - StormWater 4300 Encumbrances/ Unencumbered Description Original Budget Amended Budget Expenditures Commitments Balance 14700 Economic Development 30010 Utility Office Cost 32000 Storm Water administration 32001 St Wtr Park & Rec 32003 St Wtr Steets 32004 St Wtr Solid Waste 32005 Storm Water Maint of Lines 32006 Storm Water Treatment 32007 Storm Water ESI Strglnitiative 32040 Storm Water Pump Stations 55045 Transfer to escrow agent 55050 Bond issuance costs 60010 Transfer to General Fund 60040 Transfer to Streets 60240 Transfer to Storm Water CIP Fu 60270 Transfer to Debt Svc Reserve 60340 Transfer to Util Sys Debt Fund 60415 Transfer to Engineering Fund 60420 Transfer to Maint Services Fd 80000 Reserve Appropriation 56,760.00 56,760.00 815,544.00 815,544.00 0.00 0.00 2,529,963.20 2,658,451.86 2,309,740.98 2,347,461.43 408,568.08 408,568.08 3,701,593.00 3,905,858.44 704,890.00 766,570.43 0.00 40,000.00 1,612,725.42 1,614,680.41 0.00 0.00 0.00 0.00 619,403.00 619,403.00 1,600,000.00 1,600,000.00 2,475,303.00 2,475,303.00 93,776.00 93,776.00 15,125,955.00 15,125,955.00 100, 000.00 100, 000.00 239,205.00 239,205.00 154, 527.00 154,527.00 56, 769.94 679,620.00 1,908.96 1,799,866.32 1,809,679.64 282,812.09 2,604,377.42 495,902.85 39,990.06 1,261,376.01 1,956,687.60 21,353.50 567, 786.12 462,917.00 2,475,303.00 85,961.37 13,865,458.75 83,333.70 193,599.86 0.00 0.00 0.00 0.00 242,669.84 72,141.06 125, 755.89 177,365.32 94,212.88 0.00 3,822.68 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (9.94) 135,924.00 (1,908.96) 615,915.70 465,640.73 0.10 1,124,115.70 176,454.70 9.94 349,481.72 (1,956,687.60) (21,353.50) 51,616.88 1,137, 083.00 0.00 7,814.63 1,260,496.25 16,666.30 45,605.14 154,527.00 TOTAL ORG 32,547,953.68 33,022,063.65 28,744,704.19 715,967.67 3,561,391.79 Run: 08/08/2017 at 5:00 AM Org CITY OF CORPUS CHRISTI, TEXAS SUMMARY OF APPROPRIATIONS AND EXPENDITURES FOR THE 11 MONTHS ENDED August 31, 2017 FUND: 4610 - Airport 4610 Encumbrances/ Unencumbered Description Original Budget Amended Budget Expenditures Commitments Balance 35000 Airport Administration 1,390,209.98 1,378,958.47 1,098,430.71 18,235.12 262,292.64 35005 Terminal Grounds 190,092.89 203,589.32 154,644.73 207.67 48,736.92 35010 Development and Construction 423,656.56 432,847.88 306,675.19 92.01 126,080.68 35020 Airport custodial maint 502,617.90 502,692.58 369,986.54 2,317.69 130,388.35 35030 Airport Parking/Transportation 441,314.62 441,341.70 334,568.63 443.36 106,329.71 35040 Facilities 1,378,801.07 1,395,183.06 1,035,626.38 62,768.68 296,788.00 35050 Airport Public Safety 2,401,416.39 2,413,827.62 1,894,933.08 86,254.39 432,640.15 35055 Airport - Operations 984,352.12 986,396.95 846,313.69 9,327.95 130,755.31 50010 Uncollectible accounts 0.00 0.00 (476.39) 0.00 476.39 60010 Transfer to General Fund 275,196.00 275,196.00 252,263.00 0.00 22,933.00 60130 Transfer to Debt Service 49,036.00 49,036.00 44.949.63 0.00 4,086.37 60357 Tran -Airport 2012A Debt Sv Fd 132,877.00 132,877.00 121,803.88 0.00 11,073.12 60359 Tran -Airport 2012B Debt Sv Fd 51,588.00 51,588.00 47,289.00 0.00 4,299.00 60365 Transfer to Airport CO Debt Fd 398,100.00 398,100.00 364,925.00 0.00 33,175.00 TOTAL ORG 8,619,258.53 8,661,634.58 6,871,933.07 179,646.87 1,610,054.64 AGENDA MEMORANDUM Future Item for the City Council Meeting of August 22, 2017 Action Item for the City Council Meeting of August 29, 2017 DATE: August 22, 2017 TO: Margie C. Rose, City Manager FROM: Jim Davis, Director of Fleet Maintenance Jim D@cctexas.com 361-826-1909 Kim Baker, Assistant Director of Financial Services -Purchasing Division Kim B2@cctexas.com (361) 826-3169 Standard Gasoline & Ultra -Low Sulfur Diesel with Fuel Cards CAPTION: Motion authorizing City Manager, or designee, to execute an agreement with Valero Marketing and Supply Company, of San Antonio, Texas for the purchase of standard gasoline & ultra-low sulfur diesel with fuel cards in response to Request for Bid No. 701 based on the lowest responsive, responsible bid for a total amount not to exceed $2,999,174.78, with an estimated expenditure of $249,931.23 funded by various funds in FY 2016-2017. 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. PURPOSE: This supply agreement is for issuing of fuel cards, by Fleet Maintenance, for standard gasoline & ultra-low sulfur diesel fuel to be purchased at commercial locations for the various City Departments; and Fire and Police Departments. BACKGROUND AND FINDINGS: Valero Marketing and Supply Company will provide fuel cards to the Fleet Department for distribution of fuel cards to remote City departments, and Fire and Police Departments. The use of the fuel card allows various City entities to purchase fuel at remote locations throughout the city which will result in savings. Units will not have to drive to the City's service station for fuel when performing their job duties. The fuel card prices are comparable to those rates charged by the delivery fuel supplier for the City service station. 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 is recommending the award to the lowest responsive, responsible bidder, Valero Marketing and Supply Company. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: These purchases conform to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Fleet Maintenance Services and Fire FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $990,699.49 $2,749,243.55 $3,739,943.04 Encumbered / Expended Amount $396,213.00 $0.00 $396,213.00 This item $249,931.23 $2,749,243.55 $2,999,174.78 BALANCE $344, 555.26 $0.00 $344, 555.26 Fund(s): General Fund, LEPC, and Fleet Maintenance Services Comments: The initial contract is for an amount not to exceed $2,999,174.78, with an estimated expenditure of $249,931.23 funded in FY2016-2017. The total estimated contract value will be $8,997,524.34 if all option years are executed. Future expenses will be requested during the normal budget process. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Bid Tabulation Supply Agreement Form 1295 CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: MINERVA ALVARADO BID TABULATION RFB 701 - STANDARD GAS & ULTRA-LOW SULFUR DIESEL FOR COMMERICAL LOCATIONS ITEM DESCRIPTION UNIT QTY OPIS PRICE 4/17/17 Valero Marketing & Supply Company San Antonio, Texas TOTAL MARKUP PLUS/MINUS EXTENDED PRICE 1 Standard Unleaded Gasoline Gal 1,096,856 $ 1.68 $1,842,718.08 $ 0.09 $ 1,941,435.12 2 Ultra -Low Sulfur Diesel Gal 116,414 $ 1.60 $ 186,262.40 $ 0.09 $ 196,739.66 Contingency Plan 3 Standard Unleaded Gasoline Gal 200,000 $ 1.68 $ 336,000.00 $ 0.09 $ 354,000.00 4 Ultra -Low Sulfur Diesel Gal 300,000 $ 1.60 $ 480,000.00 $ 0.09 $ 507,000.00 $ 2,999,174.78 SUPPLY AGREEMENT NO. 701 Standard Gasoline & Ultra -Low Sulfur Diesel THIS Standard Gasoline & Ultra -Low Sulfur Diesel Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Valero Marketing and Supply Company ("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 Standard Gasoline & Ultra -Low Sulfur Diesel in response to Request for Bid No. 701 ("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 Standard Gasoline & Ultra -Low Sulfur Diesel 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 $2,999,174.78, 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 under Page 1 of 7 this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Erlinda Klubertanz Fleet Maintenance Dept. 361-826-1903 Email: Erlinda@cctexas.com 5. Insurance. Intentionally deleted. 6. Purchase Release Order. There will not be any purchase orders issued to Supplier under this Agreement; instead electronic payment cards ("fleet credit cards") will be issued to the City by the Supplier. Supplier agrees that the Program Participants will honor fleet credit cards issued by Supplier under this Agreement at all Commercial Stations for the purchase of Products from the Program Participants (as such terms "Program Participants" and "Commercial Stations" are discussed in Section 12 of this Agreement). The City is responsible for reimbursing Supplier for all Products purchased using the fleet credit cards at the prices set forth in this Agreement. 7. Inspection and Acceptance. All Products will be deemed accepted by the City upon delivery into the vehicle at the relevant Program Participant's Commercial Station and, upon delivery, the City is responsible for reimbursing Supplier for all Products purchased at the prices set forth in this Agreement. 8. Warranty. Supplier makes no warranties, express or implied, including the warranty of merchantability and that of fitness for a particular purpose. In no event, regardless of negligence, is either party liable for punitive damages. 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 Page 2 of 7 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. Fleet Program Description; Use of Subcontractors for Resale. The City will purchase Valero -branded motor fuel from retail motor fuel operators ("Program Participants") at their retail stations ("Commercial Stations"). Supplier has provided the City with a list of subcontractors to whom it will sell Valero -branded fuel for resale ("Subcontractors") (as shown in Exhibit 3, which is incorporated by reference as if fully set out here in its entirety) at the Commercial Stations of Program Participants. Each Program Participant purchases that fuel from one of the Subcontractors. Each Subcontractor purchases the fuel from Supplier at the relevant supply terminal. Supplier will not sell any motor fuel to City directly but, rather, is agreeing to make available for purchase by the City from each Program Participant at a Commercial Station the following motor fuels (collectively, the "Products"): Regular reformulated gasoline ("RFG") E10; Mid -Grade RFG E10; Premium RFG El 0; and Ultra -Low Sulfur Diesel ("ULSD") (with up to 5% biodiesel blended into it) . Supplier will provide fleet credit card services in connection with these purchases by the City and, instead of Supplier offering its normal volume rebates to the City, Supplier has agreed that the ultimate price repaid to Supplier in exchange for its extension of credit to purchase the Products from the Program Participants) is the pricing set forth in this Agreement. Finally, the terms and conditions attached to this Agreement as Attachment 2, labeled "Valero Fleet Card Services Credit Card Agreement," is part of this Agreement, with "We" referring to Supplier and "You" referring to City. 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 Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes to which Supplier is subject by federal, state, and local law. Upon request, the City Manager Page 3 of 7 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: Erlinda Klubertanz Operations Manager 1201 Leopard Street, Corpus Christi, TX 78401 Fax: 361-826-4394 IF TO SUPPLIER: Valero Marketing and Supply Company Attn: Craig Schnupp Vice President One Valero Way, San Antonio, TX 78249 Fax: N/A 17. INDEMNIFICATION. Supplier shall fully indemnify and hold harmless the City and all of its officers, employees and agents ("Indemnitees ") from any and all contractual and negligence claims, demands, causes of action, damages, losses, and expenses (including attorneys' fees) of whatever nature, character, or description that any person or entity has or may have directly arising out of the breach of this Agreement by Supplier or resulting from the negligent act, omission, misconduct, or fault of the Supplier or its employees and agents, except to the extent caused by the negligent act, omission, misconduct, or fault of the City or its employees and agents. The indemnification obligations of Supplier under this section shall survive the expiration or earlier termination of this Agreement. 18. Termination. Page 4 of 7 (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 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) D. the Supplier's list of Subcontractors (Exhibit 3) 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. Page 5 of 7 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 VAIrE' • ' A ING AND SUPPLY COMPNAY Signature: Printed Name: C ai Title: VicePre dent Date: Tuly21 , 2017 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 1: Price Sheet Attachment 2: Valero Fleet Services Credit Card Agreement Incorporated by Reference Only: Exhibit 1: RFB No. 701 Exhibit 2: Supplier's Bid Response Exhibit 3: List of Subcontractors (Program Participants) Page 7 of 7 ATTACHMENT A: SCOPE OF WORK 1 General Requirements/Background Information The Contractor shall provide Standard Fuel and Ultra -Low Sulfur Diesel and a contingency plan as outlined in this Scope of Work. 2 Scope of work A. Service Requirements 1. The Contractor must be able to provide the following: a. A minimum of one fueling location in Zone 6 b. A minimum of two fueling locations in Zones 1, 2 and 5 c. A minimum of three fueling locations in Zones 3 and 4 d. Each site must have at least Iwo fuel dispensers and be open 24 hours per day, every day of the year, including holidays (365 days per year). e. Fueling locations outside the zone map, within Texas, for City employee when traveling and using account credit card. 2. Each station shall have branded 87 octane (Standard) gasoline or better and ultra-low sulfur diesel. Provide standard gasoline and ultra-low sulfur diesel fuel at each location. a. Minimum Octane 87, branded - estimated usage for 12 -month period, 1,096,856 gallons b. Ultra -Low Sulfur Diesel (TX LED) -- estimated usage for a 12 -month period, 116,414 gallons 3. The Contractor must provide: a. One credit card fuel account for the Contract Administrator of the City Fire Department. b. Two credit card fuel accounts for the Contract Administrator of the City Fleet Maintenance Department. c. One additional fuel account for the fuel transactions under the Contingency Plan, as per Contingency Plan mentioned in 4.2.B. 4. The Contractor must provide each Contract Administrator access, via Internet and phone, to: a. Update, add and delete credit cards Pagel of 7 b. Download account information, to include, but not limited to American Standard Code for Information interchange {ASCH) downloadable formats. 5. When a city employee makes a transaction at the Contractor's fuel site using a fuel credit card, the Contractor must record the following information: a. Credit card account number b. Transaction date and time c. City vehicle unit number d. Odometer reading at time of transaction e. Total gallons purchased f. Fuel product type g. Purchase price h. Employee number i. Store location B. Contingency Plan 1. Upon notice by the Contract Administrator, the Contractor will provide fueling services as a Contingency Plan to all City vehicles in the event that the City's Municipal Service Center Fuel Stations experience interruption of service due to repairs, crisis, or emergency. 2. When a City employee makes a fuel transaction at the Contractor's fuel site under the Contingency Plan, the City employee, with a city vehicle, will show the Contractor his/her City Employee Identification Card. The Contractor must record the following information: a. Transaction date and time b. City vehicle unit number c. Odometer reading at time of transaction d. Total gallons purchased e. Fuel product type f. Purchase price g. Employee number h. Store location 3. The Contractor must provide the City employee a printed transaction receipt and a copy of the documented information in Section 4.2.6.2. 4. Under the Contingency Plan, the Contractor must not dispense fuel to a City employee who does not present a City Employee Identification card and City vehicle. Page 2 of 7 C. Invoice and Interface Files 1. The Contractor must provide the Contract Administrators electronic files for each fuel account as follows: a. M5 Standard Meter Interface Files, to be emailed daily, for the prior date's transactions, to the person designated by the Contract Administrator (attached M5 Standard Meter Interface File Layout for the Inbound File Layout). b. M5 Commercial Fuel File, as invoiced by Contractor, to be emailed monthly to the Contract Administrator (attached M5 Commercial Interface File for the Inbound File Layout). c. The Contractor must update the electronic file layouts, when notified by the Contract Administrator that a change is required. 2. The Contractor must deliver to the Contract Administrator via mail and make accessible via Internet, a monthly invoice for each fuel account, delivered by the 15th of the month following the invoice period. Invoicing must be monthly and invoices must reflect the following: a. Account number b. Transaction date c. City vehicle unit number d. Odometer reading at time of transaction e. Total gallons purchased f. Fuel product type g. Purchase price h. Employee number i. Store location 3 Additional Information A. Zone Map B. M5 Standard Meter File Layout C. M5 Commercial Fuel File Layout Page 3 of 7 0 LU 2 t 4 • _ -'.1,.., Is .4'),,.. :_,.., ‘',141%,..4 4'4/fie,. 4'1 -41 - 4.... ? ) 2 8 0 2, ''''-'*7.}::,:::'-'—'i'-;1;., • ,e _,------. , ... .. .. ,,..• „ 42,.....5...(,,,..p ...,-....- -.. i z • ' '' kC.......°- ,....,4-:.1,„' "--,, ---•i'r'I'Fi'f.7'._t---_'-'ct:,:44'I'l....,„-. 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CR 0 V tbi V FM 1694 F1A 1684 4 1 FM 1094 5 5a 5ag g 5 Ci67 *CR 67 2 R 67 1CR 67 el.t, 5 s,C6R,049 5 5 15 0 ) N R69 CR69 .-i 6 C A 4 FM 893 % 61 F., - FM 892 5 5 F/A 892 55 FM 692z1,c1 - Jr V 6696 kl, 5 5 E 5 5 €4 0:10 f5 5 u 5 P 3.i I% 6 54 tip ! 4 CP 13 CR73 CR 73 g C973 CR 73 CR73 CR73 ex 459 5 % 44, .q. 73 ... U CR75 ''S f7o Page 4 of 7 M5 Standard Meter File Layout Overview This purpose of this interface is to provide a standard meter interface to update a unit's primary meter and meter date and meter2 information as required. Implementation The data required for this interface consists of these data elements: Unit Number Meter (the odometer, miles or hours, as entered/provided by the vehicle operator) Meter Date (the date of the fuel transaction) Format: Vehicle Number, meter, meter date File Format The inbound data file must be a comma, delimited text file. The file layout is shown below. All FleetFocus fields will reside in the Meter Journal (meter,jnl) table unless otherwise noted. Field Description Type Note/Format Vehicle No Varchar2 - 10 If a unit number begins with '0', such as '0119', the '0' must be included. Four characters for vehicle, five or six characters for department Meter Numeric Validation based expected period usage of the MCC for that Unit done by the MAXIMUS API Meter TimeStamp Date Must be a valid date format - M/DD/YYYY 24HH:MM:SS Pages of 7 M5 Commercial Fuel File Layout A. File Layout of Incoming File Field Description Position Sample Value Note/Format Trans Type 1 C Default value 'C' Trans No 2 optional Year 6 2017 Ex. '2017' Month 10 01 Ex. '01' for January Day 12 05 Ex. '05' Hour 14 23 Ex. '23' for 11 pm, military time required Minute 16 03 Ex. '03' Second 18 15 Ex. '151 Unit No 20 7849 Four characters for vehicle, five or six characters for department Unit Card 30 null, not required Product No. 39 2 Ex. '2 ' for unleaded, '3 ' for diesel Prod Qty 41 26.2 Ex. '26.2' or '-26.2', if credit Meter 50 20569 To follow basic M5 meter checks Meter2 59 null, not required Credit Card 68 null, not required Emp ID 78 null, not required Emp Card 99 null, not required Invoice 108 910831411611 No more than 12 characters Location 120 null, not required Page 6 of 7 Fuel Tax 126 5.24 Product Cost 135 45.2 Base Price 144 1.7250 Vendor No. 153 Contractor's Vendor number as designated by the City Page 7 of 7 Date: Attachment B: Bid/Pricing Schedule CITY OF CORPUS CHRISTI BID FORM PURCHASING DIVISION RFD No. 701 Standard Gasoline & Ultra -Low Sulfur Diesel June 2,2017 Valero Marketing and Supply Co Authorized Bidder: _ Signature: • Craig M. '•c f up , Viesident 1. Refer to "Instructions to Bidders" and Contract Terms and Co d ion be completingbid, 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 al 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 applicable governmental agencies, d. the Bidder must have operated continuously for a minimum of three years as an established firm in providing Commercial Fuel, Bidder must submit a copy of their Business license with their bid. e. Bidder acknowledges receipt and review of all addenda for this RFB. f. Provide a credit card for each qualifying vehicle or employee as designated by the Contract Administrator. (Approximately 769 Vehicles and 1419 Employees.) Bidders are to Indicate current rack price and O.P.I,S. Reports for each item bid as of April 17, 2017, To be purchased at Commercial Locations. Item Description Unit Estimated Qty OPTS price as of 04/17/17 Standard 87 1 octane Gasoline< Ulira-low 2 Sulfur Diesel ____ .SIX_LED <*> Gal 1,096,856 x $1.68 Total Fixed Markup plus/rainy-5 lee Extended Pace = S1,842,718,08 .09 Gal 116,414 x $1.60 = $186,262.40 .09 k 51.941,435.12 = [5190,730.66 IOTAL $2.138.174.78 Page 1 of 2 Contingency Plan - to address any issues resulting from a crisis, emergency or interruption of service at the City's Municipal Service Center Fuel Station. Item Description Unit Estimated Qty , x OPIS price as of 04/17/17 $1,68 = Total $336,000 Fixed Marku plus/minius fee f x .09 •Extended Pric: ' II $354.000,00 3 Standard 87 0ctane <4,> Gasoline Gal 200,000 •Ultra•Low Sulfur Diesel (TX LEO) <*> Gal 300,000 x $1.60 c $480,000 k x .09 = $507,000.00 TOT t $861,000.00 i 1 <*> OPTS -Based Price Charged for Motor Fuels Purchased From Program Participants The per gallon price repaid by the City to Bidder for Regular RFG E10 that is purchased from Program Participants by the City wllli be the following (the "Regular Gasoline Price"): -OPTS Newsletter -Corpus Christi, TX Weekly' Branded Average Rack CBOB Ethanol 1096 Regular 7,8 RVP'* + Fixed Differential*** +fees**** The per gallon price repaid by the City to Bidder for Mid -Grade RFG El0 that is purchased from Program Participants by the City will be the following (the "Mid -Grade Gasoline Price"): -OPTS Newsletter - Corpus Christi, TX Weekly* Branded Average Rack CBOB Ethanol 10% Mid -grade 7,8 RVP** + Fixed Differential*** +fees**** The per gallon price repaid by the City to Bidder for Premium RFG E10 that is purchased from Program Participants by the City Al be the following One "Premium Gasoline Price"): -OPTS Newsletter- Corpus Christi, TX Weekly* Branded Average Rack CBOB Ethanol 10% Premium 7.8 RVP** + Fixed Differential*** + fees**** The per gallon price repaid by the City to Bidder for ULSD that is purchased from Program Participants by the City will be the following (the "Diesel Price"): -OPTS Newsletter- Corpus Christi, TX Weekly* Branded Average Gross Ultra Low Sulfur Diesel LED + Fixed Differentrar*** + fees**** Certain Definitions: • "Weekly Average" means for a given Monday (12am) through Sunday (11:59pm) period, the mean of the daily price quote for the prior Monday through Friday. *• OPIS will reflect the appropriate seasonal and blended component attributes such as RVP — Reid Vapor Pressure and Ethanol Blending *** "Fixed Differential" means the "Unit Price" specified by Bidder for the relevant Product as 'Fixed Differential including Freight Costs" set forth on the Pricing Schedule to this Bid **** "Fees" means the then actual fees resulting from: State of Texas Tax Rate; Petroleum Product Delivery(PPD) Fee, Leaking Underground Storage Tank (LST) Fee, Federal Excise Tax (specific to fuel type) and Federal Oil Spill Tax Liability, and/or any otheir taxes or fees then applied to the sale of each relevant Product at the time of sale.) 2 of 2 Attachment 1: Price Sheet Prlcina: • Valero will use Oil Price information Service (OPIS) Pius pricing to determine fuel prices. • Valero will use the OPIS Newsletter* Prices Published for the Corpus Christi, TX Weekly Average Valero Branded Rack for Unleaded, Mid -Grade, Premium, and ULSD(Ultra-Low Sulfur Diesel) LED. •OPTS will reflect the appropriate seasonal and blended component attributes such as RVP --Reid Vapor Pressure and Ethanol blending. • Pricing can be verified by subscribing to the OPIS Newsletter Prices Published. Contact OPTS Customer Service at 877-210-4287. • OPIS Newsletter Price Published for the Corpus Christi, TX Weekly Average Valero Branded Rack. Date of Newsletter: April 13, 2017 (Prices Published for Week of 04/10/2017 - 04/16/2017) CPIS Rates for Week of 04/17/2016 through 04/23/2016 Price Date • Corpus Christi TX Br --Avg Br Gross CBOB Ethanol 10% Regular 9.0 RVP [USC/GAL] Corpus Christi TX Br -Avg Br Gross CBOB Ethanol 10% Mid 9.0 RVP IUSC/GAL] Corpus Christi TX Br -Avg Br Gross CBOB Ethanol 10% Premium 9.0 RVP (USC/GAL] Corpus Christi Br -Avg Br Gross Ultra- Low Diesel LED (UstlGALI OPIS Newsletter Dated 04/13/2017 1.6992 1.8526 2.1665 1.7116 + Taxes (State Excise) 0.2000 0.2000 0.2000 0.2000 +Fixed Differential including Freight .0900 .0900 .0900 .0900 +Proposed Pricing** ' 1.9892 2.1426 r 2.4565 . 2.0016 **Per gallon • Valero Fleet Services will waive the $15 Report Fee for each account. Valero Fleet Services does not charge for replacement cards, account setup fees or renewal fees. !.' ALERO FLL Account Set UP Fee Monthly Card Charge Monthly Accounting Fee Replacement Card Fee Late Fee Reproduced Reports General Research Fee Regular Mall Fee Expedited Shipping Fees Return Payment Fee Reactivation Fee Paper Delivery Fee' $0.00 $0.00 $0.00 $0.00 per card Up to $49.00 $0 50.00 per hour 50.00 $10.00 Up to $30.00 $0.00 per occurrence $15.00 per month for paper invoicing and reporting 1 of 1 Attachment 2: Valero Fleet Services Credit Card Agreement Valero Fleet Services Credit Card Agreement/Retail Installment Credit Agreement READ THIS AGREEMENT CAREFULLY AND KEEP A COPY FOR YOUR RECORDS Definitions. In this Valero Fleet Services Credit Card Agreement ("Agreement"), the following words have the following meanings: "Account" means the account issued to You, which is associated with an account number, and to which any charges made with the Card(s) issued will be accumulated for billing purposes. "Card" or "Cards" means the Valero Fleet Services Credit Card(s) issued in connection with Your Account which can be used to access an Account. "Fleet Contact Person" means the person(s) You select who is authorized to provide Us with the information necessary to establish and/or manage Your Account(s) and Card(s). "Interest Charge" means a charge(s) You may owe, as provided in this Agreement, to use a Card(s) or Account for Purchases on a deferred payment basis. "Merchant" means a Valero -branded location, including Valero, Beacon, or Shamrock stores or other retailers that accept Our Cards. "Purchase" means the use of a Card or Account to buy goods or services from Merchants. "Responsible Individual" or "Principal" means a person(s) authorized to enter into this Agreement and provide Us with the information necessary to establish and/or manage Your Account(s) and Card(s), including, but not limited to, appointing a Fleet Contact Person. "Valero Fleet Card Discount Program" means the program which We may offer from time to time where discounts may be offered to an eligible Account. For more details about the Valero Fleet Card Discount Program, You can write to Us at PO Box 631, Amarillo, TX 79105-0631, or email Us at fleet a@valero.com or call Us at 1-877-882-5376. "Valero Fleet Discount Site" or "Participating Merchant" means a Merchant that agrees to participate in the Valero Fleet Card Discount Program. "We", "Us", and "Our" means Valero Marketing and Supply Company (VMSC) or any servicer or subsequent holder of Your Account or the amounts due under Your Account, and ail of their respective parents, subsidiaries, affiliates, predecessors, successors, assigns, agents, employees, officers, and directors, including, but not limited to, Valero Payment Services Company (VPSC). "You" and "Your" means the entity, company or person(s) who applies for and accepts the Card or Cards issued on Your Account. Definitions of additional terms may be contained in other paragraphs of this Agreement or in other documentation We may provide You. At Our election, such other documentation may from time to time be combined with this Agreement, constituting the entire Agreement. Agreement. This Agreement constitutes the entire agreement between the parties and supersedes ail previous negotiations, commitments and writings. This Agreement is between You and Us and no other entity shall be deemed a party to this Agreement except as set forth in the Arbitration Provision. You agree that this Agreement governs the Account and Cards) and their use by You or any person. You agree that a Fleet Contact Person or other designee may make decisions or provide information on Your behalf that is binding to You, a Responsible Individual or Principal under this Agreement. This Agreement, including the Fee Schedule, the Account Application You filed with Us, any agreements which secure or guaranty Your obligations under this 1P VALERO" 24, BEACON .L' Van eie}vu Wan Eta Semcu Cu! uav of TteVdau F+c+1j^ ofHarAi' FTC 0&17 Pagel of 11 Agreement, any unique payment agreement, electronic payment agreement, enrollment forms and any amendments, modifications, substitutions or replacements of any of those documents, is a final expression of the credit agreement between You and Us and may not be contradicted by evidence of any alleged oral agreement. Except as expressly permitted in this Agreement, no modification of it is effective unless in writing and signed by You with acknowledgement and acceptance by Us. We may, at Our discretion, allow all, or a portion, of an existing agreement between Us to take precedence over this Agreement. If We do, We will acknowledge this in writing. Any terms different from this Agreement or contradictory to this Agreement that are set forth in a Purchase Order or other communication are expressly rejected and shall under no circumstances modify the teens of this Agreement. You represent and warrant to Us that this Agreement is valid, binding and enforceable against You in accordance with its terns and, if You are a corporation or other entity, that this Agreement has been duly authorized by all necessary action of Your governing body. You agree to provide any evidence of corporate (or other organizational) existence and authorization that We may reasonably request. Customer Identification. Federal law requires Us to obtain, verify, and record information that identifies each person who opens an account, in order to help the government fight the funding of terrorism and money laundering activities. To process Your Account application, We must have Your legal name or Your business' legal name, its street address, and its taxpayer identification number. Also, if applicable, We must have the Responsible Individual's or Principal's name, street address, date of birth and other identifying information. We may ask for additional identifying documents from You as well. Acceptance. You accept this Agreement (i) if You apply for, and Valero Marketing and Supply Company issues You, a Valero Fleet Services Credit Card(s), and (ii) if You use or permit the use of the Credit Card(s). If You do not wish to be bound by the terms and conditions of this Agreement, do not use the Card(s). Instead, cut the Card(s) in two and return them to Us with awritten rejection of this Agreement and the Account. Use of Card(s); Responsibility. We may issue Card(s) at Your request. You agree that You will destroy expired Card(s) or Card(s) for which a replacement Card(s) has been issued. All renewal Card(s) or any additional Card(s) You request will be subject to the terms of this Agreement as in effect at the time of that renewal or issuance. You may ask Us to: a) issue additional Card(s) or replacement Card(s); b) suspend or terminate Card(s); or c) change the authorized use or user(s) of Card(s). Card(s) may be used at Merchants. Some Merchants may choose to participate as a Valero Fleet Discount Site ("Participating Merchants"). Additionally, a Merchant may choose to participate in contract pricing or other agreement(s). We are not responsible for the Merchant or Participating Merchant's choice to participate. We are not responsible for the refusal or failure of any Merchant or Participating Merchant to accept Your Card(s). A Card(s) must be presented at the time of purchase. Certain features or controls ("Controls") may be available when Using Your Card(s). Such Controls include, but are not limited to, Personal Identification Number (PIN) entry, daily fuel or merchandise purchase limits or other options that may be made available from time to time. The availability and effectiveness of Controls is dependent upon each Merchant's adoption of card specifications and the information, including product codes, transmitted to Us by them. The product codes are assigned by each Merchant, and as such, We have no responsibility for inappropriate product code assignment. You understand and acknowledge that only transactions submitted to Us for authorization are subject to Controls and that those Controls can only be enforced when the Merchant provides sufficient information as part of the authorization. Some Controls may not work at all locations, fueling points, or POS terminals. We reserve the right to modify Controls when those Controls, in Our opinion, are set at a level such that they are ineffective or not in accordance with the goals of the Controls program. Default values for Controls may be assigned by Us unless You make Your own election(s). We shall not be responsible for the prudence of any particular Control level You select. Controls such as a PIN, and in some instances, a driver number or other information from Your employee/driver, will be required to authorize each purchase. At Your request, We may in Our sole discretion VALERO BEACON .L ia-A, aio wuWa Flw Smicu Cud a any of Dar 1Yca FaLea;7 ofBSaadc, Fre LIE: Page 2 of 11 issue an Account that does not require a PIN. If You are issued a non -PIN required Account, We may require You at any time to change to a PIN required Account. Additionally, driver numbers and other information may be selected by You or provided to You prior to the time Card(s) are issued. This information may be changed upon Your request during the life of the Account. When You use Your Card(s) or permit someone else to have access to Your Card(s) or Account number, PIN, or driver number, You promise to pay all charges, along with all related Interest Charges and other fees accruing under this Agreement, including charges You may not have intended that person to make. The existence and/or use of Controls may not lessen Your liability for unauthorized use of Cards. You agree that You will promptly review reports provided by Us, for the purpose of detecting fraud that occurs within Control parameters. It is Your responsibility to notify Us of Your revocation of any person or user's authority to use or access Your Account, Cards, or PINs. You will remain liable to Us for any charges until such time as We receive notice. You agree that use of a Card and the applicable PIN will constitute authorized use for all purposes. You agree to keep Card(s) secure and PINS confidential. You agree to ensure that Your employees do not disclose any PINS, If You or Your employee discloses a PIN or writes a PIN on a Card, You are liable for any fraudulent use that may result even if the disclosure is inadvertent or unintentional. Generally, You may use Your Card(s), and authorize Your employees/drivers to use Your Card(s), to purchase fuel, merchandise, services, and other permissible items. However, (a) at Our sole discretion, (b) the discretion of the Merchant, or, in some instances (c) at Your discretion, a purchase may not be permitted. We may suspend or terminate any Account or Card at any time. You agree that the Card(s) issued to You will be used strictly for business or commercial purposes, and not for any personal, family, or household use. You agree not to use Your Card(s), and not to permit Your employees/drivers to use Your Card(s), for any unlawful purpose or in any illegal transaction(s), Account Adniinistratlon and Reporting. You will provide us written notice of: a) any action by You to consolidate, merge or sell a substantial part of Your assets; b) Your intent to undertake a change in Your legal structure; or c) the departure or separation from Your business of any guarantor on Your Account. You will provide Us with prompt written notice if any guarantor of this Agreement is rendered incapacitated or is unable to perform for any reason. The Fleet Contact Person, or another person or persons designated by the Fleet Contact Person, is authorized by You to: a) provide Us with the information necessary to establish and maintain Your Account, Cards, and PINs; b) provide all fleet vehicle, driver and other information that We may request; c) receive all Cards and reports; d) receive other Account information We may provide; and e) select additional products and/or services that We offer. You further agree that additions, updates, and deletions of vehicles, drivers, and Fleet Contact Persons placed by telephone or electronically, and accepted by Us, are binding on You. You will provide Us with advance written notice of any change in or removal of any Fleet Contact Person, You will remain liable to Us for any unauthorized actions taken by Your Fleet Contact Person until You notify Us of any change in or removal of such Fleet Contact Person. We are also authorized to deal with any contact person with apparent authority to act on Your behalf. As a part of Our products and services, We provide purchase information, vehicle analysis information and other management reporting information, in either paper or electronic format. This information may include details relating to Your use of Card(s) based upon charges and information reported to Us. You are responsible for reviewing this information for accuracy and completeness. We cannot guarantee the accuracy or completeness of this information. You understand and agree that, regardless of any errors in this information, You remain responsible and liable for any and all charges. Extension of Credit; Credit Line. We may require You to maintain funds under Our control as a condition of issuing credit on Your Account per the Valero Fleet Services Account Security Agreement. The total amount of credit that may be extended on Your Account shall be determined, and may be changed at any time, by Us in Our sole discretion. We may establish or change a credit line ("Total Credit Line") for Your Account from time to time. Your Total Credit Line may be shown on the initial Card(s) mailer or other correspondence and on each periodic billing statement ("Statement"). If We accept a payment for an amount in excess of Your entire If - VALERO BEACON 11, sr S.vF,.tt s.m.. cud a may of nx Wart mull.f Sade FCC OVi5 3 of 1 unpaid balance ("New Balance"), Your Total Credit Line will not be increased by the amount of such overpayment nor shall We be required to authorize transactions for an amount in excess of Your Total Credit Line. Authorization and acceptance of such transactions shall be determined by Us at Our sole discretion. We may, in Our sole discretion, honor transactions that exceed Your Total Credit Line, but We do not consider such transactions to be a request to increase Your Total Credit Line. If We have previously honored transactions in excess of Your Total Credit Line, that does not mean that We will honor further transactions in excess of Your Total Credit Line. We may allow You the ability to administer limits per Card(s) or by employee/driver at Our discretion. Examples of such limit(s) which may be administered are a daily limit, weekly limit, monthly limit, special limit, etc. If such limit(s) are in effect, You may notify Us if You wish to change or terminate them. We will attempt to implement and enforce such limit(s) but We will not be liable for any failure to do so. Payment Terms. We will provide You a statement of Your Account at approximately monthly intervals (Statement) if there has been activity on Your Account, or there is a balance (credit or debit) in Your Account exceeding $1, unless We deem Your Account to be uncollectible, or We have instituted delinquency collection procedures, or furnishing the statement would violate law. You promise to pay Us the amounts of all credit You obtain (including all Purchases), all fees and charges We assess against Your Account and all Interest Charges as provided in this Agreement, You agree to make Your payments in the amounts and at the times provided in this Agreement. You may pay any amount up to the entire unpaid balance (the "New Balance") of Your account at any time. You must pay each billing oycle at least the Minimum Payment Due amount shown on Your Statement by the Payment Due Date shown on the Statement. We will also include in Your Minimum Payment Due any part of the New Balance in excess of Your Total Credit Line. The Minimum Payment Due will never be more than the New Balance. If You want to request a change to Your Payment Due Date, please call or write Us. It may take up to two billing cycles to process such a request. You must pay the Minimum Payment Due by the Payment Due Date on the Statement at the address provided. Failure to pay the Minimum Payment Due by the Payment Due Date may result in Interest Charges and/or a Late Fee, as described in this Agreement, forfeiture of applicable discounts and cancellation or interruption of charging privileges. We will allocate Your payments to amounts due on Your Account in accordance with law and in, the manner We determine, without regard to any instructions You may provide. We will allocate Your Minimum Payments to balances (including new transactions) with higher Annual Percentage Rate's (APR's) before balances with lower APR's. This will result in balances with a higher rate of interest being paid before any other existing balances. Even though Your payment may be credited to Your Account in the billing cycle in which the payment is received, Your available credit may not be increased by the amount of the payment allocated to principal until Your payment has cleared. All payments must be made in U.S. dollars. If You agreed to certain pre -authorized payments (Automatic Payment Withdrawal(s)) We will deduct the payment(s) from Your deposit account according to instructions You provide on the Valero Fleet Services Automatic Payment Withdrawal Form. If You overpay, or if a credit balance is otherwise created in Your Account, We will not pay interest on such amounts. If You post-date a check for payment, We may process the check immediately upon receipt or return it unpaid, at Our election, without in either case waiting until the date shown on the check. We are not liable to You for any loss or expense incurred by You arising out of the action We elect to take. We may accept payments marked "Payment in Full" or with words of similar effect without losing any of our rights to collect the full balance of Your Account. Any payments marked "Payment in Full" or with similar words must be sent to the following address: PO Box 631, Amarillo, TX 79105-0631, and We reserve all rights with respect to any such payments. Except where prohibited by law, satisfaction of Your Account balance for less than the New Balance requires written agreement signed by one of Our authorized employees. Except to the extent permitted by law, You cannot disclaim responsibility of payment even though an agreement, divorce decree, or court judgment to which We are not a party may affect You or any other person or entity with responsibility to pay. We reserve the right to change, modify, suspend or discontinue any payment method We may offer such as pay by phone or Electronic Funds Transfer (EFT) draft at any time VALERO" .Av="'aw BEACON A3*VIII a•134warl GoEleerSenna.;CudataacofTh,ValareFuckofBrands' FTC vans Page 4 of 11 without prior notice. If We do, You can make Your payment by mailing Your payment to PO Box. 300, Amarillo TX 79105-0300. Minimum Payment Due. The Minimum Payment Due will be calculated using the revolving credit method unless prohibited by law or unless Your account is not eligible for revolving credit. If this is the case, Your Minimum Payment Due will be calculated using the non -revolving credit method. Revolving credit: The Minimum Payment Due each billing cycle is the greater of (1) the sum of: (a) all past due amounts, plus (b) 116th (one-sixth) of the New Balance of Your Account at the end of the billing cycle, plus (c) the amount of any Account fees and Interest Charges posted to Your Account during the billing cycle, or (2) $25. However, if the New Balance is less than $25, the Minimum Payment Due is the entire New Balance. We will also include in Your Minimum Payment Due any part of the New Balance in excess of Your Credit Limit. Non -revolving credit: The Minimum Payment Due each billing cycle is the New Balance of Your account at the end of the billing cycle, which, if applicable, includes the amount of any Account fees and Interest Charges posted to Your Account during the billing cycle. Interest Charges. When Periodic Rate Interest Charges Begin to Accrue. Periodic rate Interest Charges will accrue daily on Purchases from the date that the transaction was posted to Your Account until the date each Purchase is completely repaid according to the payment allocation method then in effect. However, if the New Balance shown on the Monthly Statement for the previous billing cycle was a credit balance or zero or was paid in full by its Payment Due Date, then (1) We will not charge periodic rate Interest Charges during the current billing cycle if You pay the New Balance, if any, shown on the Monthly Statement for the current billing cycle by its Payment Due Date, and (2) We will credit any payment You make by the Payment Due Date for the current billing cycle as of the first day of the billing cycle. Rate of Interest Charges. The rate of Interest Charges is determined by the state in which You receive Your billing statement. The Monthly Periodic Rate and corresponding Annual Percentage Rate are shown in the Valero Fleet Services Interest Charge and Fee Schedule ("Schedule"), which is at the end of this Agreement. Calculating the Interest Charge. The balance method used to calculate the Interest Charge is determined by the state in which You receive Your billing statement. The balance method is shown in the Schedule. See below for a description of how We calculate the balance method used to calculate the Interest Charge applicable to Your account. If You reside in a state where We use the "average daily balance" method to calculate the Interest Charge , We apply the periodic rate to the "average daily balance" of Your Account. If You reside in a state where We use the "adjusted daily balance" method to calculate the Interest Charge, We apply the periodic rate to the "adjusted daily balance", Calculating the Average Daily Balance. To get the "average daily balance", We take the beginning balance of Your Account each day, add any new purchases and fees, and subtract any payments or credits, and unpaid Interest Charges. Credit balances are treated as zero balances. This gives Us the daily balance. Then, We add up all the daily balances for the billing cycle and divide the total by the number of days in the billing cycle. This gives Us the "average daily balance". Calculating the Adjusted Balance. We get the "adjusted balance" by taking the balance You owed at the end of the previous billing cycle and then We subtract any unpaid Interest Charges and any payments and credits received during the present billing cycle. BEACON VALERO PSZAR is Linn we pew tliso Fleet Yenue:Card nem ofTee tellwe Family of 8"eds'. FTC OBIT S Page 5 of 11 Other Fees and Charges. We will assess fees and charges in the amounts listed in this section and the Valero Fleet Services Interest Charge and Fee Schedule. We may elect to waive any fees at Our sole discretion. Our fees include: Fleet Management Report Fee. We may provide You with Fleet Management Reports ("Reports") and We may charge a fee for this service. The Reports contain data transmitted to Us by Merchants and, if applicable, Your employees or drivers. We will attempt to ensure the accuracy of the Reports, but We do not guarantee their accuracy, and shall not be in any way responsible or liable for any damage resulting from any inaccuracy in any Report. Late Payment Fee. If You do not pay the Minimum Payment Due by the Payment Due Date shown on a Statement, We may assess a Late Fee in the amount shown in the Schedule, based on the state of Your billing address. For states where the Late Fee is equal to a percentage, We apply that percentage to the total amount past due on Your Account at the time the fee is assessed, less any previous Late Fees or Interest Charges, We will not assess aLate Fee for an amount greater than the past due amount. Returned Payment Fee. If Your payment, whether by check, electronic draft or otherwise, is not honored for its full amount by Your bank for any reason, We may assess a Returned Payment Fee in the amount shown in the Schedule, based on the state of Your billing address and subject to applicable law. Miscellaneous Fees. If You request certain program options, transaction information, services or maintenance on Your Account, additional fees may apply. These fees include, but are not limited to account maintenance fees, statement reprint fees or invoice copy fees, overnight mailing fees, or additional Card(s) fees. The amount of these fees will be disclosed to You when You request the service. Returns and Adjustments. Credits to Your Account from any return or adjustment may be applied, in Our discretion, to Your New Balance or future Purchases. Tax Exemptions. Any person or entity that claims tax exempt status must provide proof of such exemption. Such exemptions may or may not be recognized by Us and any recognition is subject to change or revocation at any time. You agree to pay or reimburse Valero any monies for which an exemption was recognized and the exemption was rejected by the taxing authority. Liability for Unauthorized Use. You will promptly notify Us of the loss, theft, or unauthorized use of any Card(s) or Account by calling Us at 1-877-882-5376 or writing to Us at PO Box 631, Amarillo, TX 79105- 0631. You agree to provide written confirmation of any notice if requested by Us. Subject to any limitations imposed by law, You will be liable to Us for all unauthorized use of a Card that occurs before Your notification of such unauthorized use. You will not be liable for any unauthorized use that occurs after You have notified Us, provided that, and subject to any limitations imposed by law, the unauthorized use is not the result of Your lack of reasonable controls and does not result in a benefit, directly or indirectly, to You. What To Do If You Think You Find An Error On Your Statement. If You think there is an error on Your Statement, write to Us at PO Box 631, Amarillo, TX 79105-0631. You may also contact Us by calling 1-877- 882-5376 or by emailing Us at fteetnavalero.com, We will need the following information: Your name and Account number and a description of the problem. You must contact Us within 60 days after the error appeared on Your Statement. While an error is being investigated, any amount(s) in question may remain on Your Statement and We may continue to charge You interest on that amount. After We finish Our investigation, We will tell You Our decision. If We determine that an error occurred, We will correct Your Account and notify You. If We think You owe an amount and You do not pay, We may report You as delinquent. V- BEACON VALERO' ,oar 41, .. stain we)ourtialso Sea Smite; Cud n asp of TLc Valera Faan1T al Made FTC OM Page 6 of 11 Your Rights If You Are Dissatisfied With Your Credit Card(s) Purchases, If You are dissatisfied with the goods or services that You have purchased with Your credit Card(s), You must contact the Merchant. You are responsible for payment in full of all charges made at any location(s) with a valid Card(s) and that are processed by Us. Change of Terms. We may add, delete, or change the terms of this Agreement ("Change") at any time, including changes in the Interest Rates (APR) or fees. We will give You a notice of change as required by law. To the extent permitted by law, a Change may apply to all amounts outstanding on Your Account at the time the Change goes into effect. We may provide any notice under this Agreement to You electronically if permitted by law. International Use of Cards/Currency Conversion, Our Cards are issued for use by Our United States based operations and United States based Merchants. You may not distribute Card(s) to employees based in countries other than the United States. Your Purchases will be billed in U.S. Dollars, ff, however, We expand Our Valero Fleet Services into any country outside of the United States and allow use of the Card(s) in such country, You (i) may distribute Card(s) to employees based in that country; (ii) will be billed in U.S. Dollars; (iii) will receive reporting in English; and (iv) acknowledge that We will provide You a Currency Conversion Fee Schedule prior to Our acceptance of' Your Purchases from such country. We will convert any Purchase made in a foreign currency into a U.S. Dollar amount on the date the Purchase is posted to the Account. The exchange rate between the Purchase currency (the foreign currency) and the billing currency (U.S. Dollars) used for processing international Purchases is a rate selected by Us using rates available in wholesale currency markets for the date that the Purchase is posted by Us and this rate may differ from a rate applicable to Us or We may use the government mandated rate in effect at that time. The exchange rate used may differ from rates that are in effect on the date of Your Purchase. Fluctuations can be significant. Force Majeure; Limits on Liability; Security. We shall not be responsible to You for losses or damages resulting from the malfunction or non-function of Card(s) because of fire, electrical failure, communication line failures, terminal malfunction, labor dispute, act of God or other event beyond Our control. In no event shall We be liable, in contract, tort or otherwise for incidental, consequential, special or indirect damages. Certain products and services offered to You by Us may be accessed by You through the Internet. Although We use security methods for Our online products, security cannot be guaranteed. We disclaim all liability for any security breaches of online communications or for any electronic, computer or other system failures. We are not liable to any person for Toss, liability or damages, including consequential or special damages, arising out of any security' breaches or system failures or any other defect of the electronic online communication procedures, including loss due to data modification or destruction. Our Right to Require Immediate Payment; Default; Collection Costs. We may decline to extend further credit to You or require immediate payment of all amounts You owe Us without notice 'or demand under certain circumstances, including but not limited to when (I) You make a payment that is returned unpaid, (2) You fail to pay any amount owed under this Agreement exactly when due, (3) You exceed Your Total Credit Line, (4) You fail to abide by any other term of this Agreement, (5) You default on any other credit obligation You have with Us, (6) Your ability to pay Us is materially impaired (including, without limitation, if You file or have filed against You as debtor a proceeding under any chapter of the Bankruptcy Code), or (7) Your legal or ownership status changes. No rights, duties, or obligations arising prior to the termination of credit by Us shall be impaired by such termination. If You are in default, unless prohibited by applicable law, You also must pay Us or reimburse Us for all costs and disbursements, including reasonable attorney's fees, incurred by Us in legal proceedings (including bankruptcy proceedings) to collect or enforce the debt. k' BEACON VALERa ErV .Lali . we )vs 4Nue Feet Set Card 3ta v of 11. l}leo Far -4 oI&mods' ETC O€/15 Page 7 of 11 No Bankruptcy/Litigation. By accepting this Agreement, You represent that You do not contemplate and have not filed any petition for bankruptcy protection and there has been no involuntary petition threatened or filed against You. You do not anticipate filing any such bankruptcy petition and do not anticipate that an involuntary petition will be filed against You. To Your knowledge there is no action, suit or investigation pending or threatened against You or any of Your assets before any court or governmental authority which, if determined adversely to You, would have a material adverse effect on Your business. Call Monitoring and/or Recording. By accepting this Agreement and acknowledging Our commitment to customer service, You consent to and authorize Us, any of Our affiliates, and Our marketing associates to monitor and/or record (unless prohibited by law) telephone conversations with Our representatives or the representatives of any of such companies. You also agree to notify Your employees who may be in telephone contact with Our representatives that monitoring and/or recording of conversations will occur. Automatic Reminders. We may use automated telephone dialing, text messaging systems and email to provide messages to You about Your Account. The telephone messages may be played by a machine automatically when the telephone is answered, whether answered by You or another party. These messages may also be recorded by Your answering machine or voice mail. You give Us permission to call or send a text message to any telephone number which You have given Us and to play pre-recorded messages or send text messages with information about this Agreement or Your Account over the phone. You also give Us permission to communicate such information to You via email. You agree that We will not be liable to You for any such calls or electronic communications, even if information is communicated to an unintended recipient. You understand that, when You receive such calls or electronic communications, You may incur a charge from the company that provides You with telecommunications, wireless and/or Internet services. You agree that We have no liability for such charges. Assignment. You agree that We may at any time assign Your Account, any sums due on Your Account, this Agreement, or any of Our rights or obligations under this Agreement to another person or entity without Your consent or notice to You. The person or entity to whom We make any such assignment shall be entitled to all of Our rights under this Agreement, to the extent assigned. You may not assign Your rights or obligations under this Agreement. Change of Ownership or Mailing Address; User Information. You must notify Us immediately of any change of ownership or change to Your business name or mailing address from that shown on Your latest periodic billing statement. Name and ownership change requests or change to mailing address must be submitted in writing to PO Box 631, Amarillo, TX 79I05-0631. You also agree to keep Your email address and other Account information current. If You use any of Our system(s), You agree to provide true, accurate, current and complete information as requested and You agree not to misrepresent Your identity. You bear the burden of any legal, regulatory, or other requirements, and any penalties and fees that may be assessed by supplying false information to Us. You agree to use Our system(s) only for bona fide and lawful purposes. We have the right to terminate Your access to such system(s) and You agree that We will not be held responsible or liable to You or any other person for such action. Credit Information. You agree that We may make credit inquiries about Your business, and You, personally, if You are a sole proprietor or extend a personal guaranty. We may make these inquiries in connection with Your application, and for ongoing review, servicing, and collection of Your Account, We may furnish information relating to this Account in response to credit inquiries from others and to credit reporting agencies. We may report information about Your Account, and You, personally, if You are a sole proprietoror extend a personal guaranty, to credit reporting agencies. Late payments, missed payments, or other defaults on Your ', BEACON VALERO' ,..,="4„ .�: ahrn uu cru Dina Fifer Srniee; Card:[ as} eF 11.2 Vislero Fuedy o!Bruds' FTC Do/I5 Page 8 of 11 Account may be reflected in Your credit report. If You believe that any information We furnish to a credit reporting agency about Your Account is inaccurate, please write Us at PO Box 631, Amarillo, TX 79105-0631. Include a copy of the report, if You have one, and a description of the information that You believe is inaccurate. Severability: No Waivers. Except as set forth in the Arbitration Provision, if any part of this Agreement is found to be invalid, the rest remains effective to the fullest extent allowed by applicable law, Any failure or delay by Us in exercising any of Our rights or remedies under this Agreement or under applicable law does not mean that We will not be permitted to exercise those rights or remedies later. We may accept late payments or partial payments without losing any of Our rights or remedies. Governing Law (Not applicable to Arbitration Provision). This Agreement and Your Account are governed by the laws of the state where Your billing address is located, without regard to its conflict of laws/principles and the parties expressly consent to the exclusive jurisdiction of such courts for the resolution of any disputes under this Agreement. Each party waives any objection to venue and any objection based on forum non conveniens in any such court. To the extent, if any, that Maryland law applies to this Agreement, We elect the Credit Grantor Closed -End Credit Provisions in Title 12, Subtitle 10 of the Commercial Law Code. Termination of Agreement. This Agreement may be terminated at any time by Your written notice to Us. No such termination shall affect Your obligations existing prior to such termination or Your responsibility for charges made by You or Your employees/drivers after such date of termination. We may suspend or terminate Your Account and this Agreement at any time. BINDING ARBITRATION PROVISION. YOU SHOULD READ THIS ARBITRATION PROVISION CAREFULLY. IT MAY IMPACT YOUR RIGHT TO HAVE CLAIMS RELATED TO THE ACCOUNT HEARD IN COURT OR RESOLVED BY A JURY, AND TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. Any claim, dispute, or controversy (whether based on contract, tort, statute, or otherwise, and whether seeking monetary or any form of non -monetary relief such as equitable or declaratory relief) arising from or relating to Your Account, any prior account, the Card(s), this Agreement or the relationship between You and Us (collectively, "Claims"), upon the election of You or Us, will be resolved by binding arbitration on an individual basis pursuant to this Arbitration Provision and the applicable rules and procedures ("JAMS Rules") of JAMS ("JAMS") in effect when the Claim is fried. If JAMS cannot serve and the parties cannot agree on a substitute, a court with jurisdiction will select the arbitrator. For purposes of this Arbitration Provision: (A) the terms "We", "Us", and "Our" mean (1) Valero Marketing and Supply Company, any servicer or subsequent holder of Your Account or the amounts due under Your Account, and all of their respective parents, subsidiaries, affiliates, predecessors, successors, assigns, agents, employees, officers, and directors, (2) any Merchant that honors Your Card, and (c) any other person or entity named as a defendant or respondent in a Claim asserted by You against Us; and (B) the terms "You" and "Your" mean (I) the company or person(s) who applies for and accepts the Card or Cards issued on Your Account, and (2) any person claiming through You, such as a guarantor, employee or authorized user. The term "Claims" is to be given its broadest possible meaning, and includes pre-existing, present, and future Claims. However, the term "Claim" does not include: (1) disputes about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof, which are for a court to decide. But disputes about the validity or enforceability of the Agreement as a whole are for the arbitrator to decide, and (ii) any individual action by You or Us in small claims or an equivalent court, unless that action is transferred, removed or appealed to a different VALEIIO BEACON .L.E:n1 aye . itl ev time Semen Cu!]Im 6LThe \YsO risk11IBr..4,' FTC 03/15 Page 9 of 11 court. A party who has asserted a Claim in a lawsuit in court may elect arbitration with respect to any Claim(s) subsequently asserted in that lawsuit by any other party. IF EITHER YOU OR WE ELECT ARBITRATION: (i) NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE IN COURT THE CLAIM BEING ARBITRATED, OR TO ENGAGE TN PRE -ARBITRATION DISCOVERY EXCEPT AS PROVIDED IN THE JAMS RULES, (ii) NEITHER YOU NOR WE WILL HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER IN ANY CLASS ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR SIMILAR ACTION IN COURT OR IN ARBITRATION and (iii)YOU WILL NOT BE PERMITTED TO JOIN OR CONSOLIDATE YOUR CLAIMS WITH THOSE OF ANY OTHER PERSON EXCEPT AS SET FORTH BELOW. THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING, EXCEPT FOR ANY APPEAL RIGHTS UNDER THE FAA. OTHER RIGHTS AVAILABLE TO YOU IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. YOU EXPRESSLY WAIVE YOUR RIGHT TO A JURY TRIAL FOR ALL CLAIMS BEING ARBITRATED. You can obtain the JAMS Rules and forms by calling JAMS at (949) 224-1810 or toll-free at 1-800-352-5267, by visiting JAMS's Website at www.jamsadr.com or by writing to JAMS at 1920 Main Street, Suite 300, Irvine, CA 92614. Any arbitration hearing, if one is held, will be held in the federal judicial district where You live. To start an arbitration proceeding, the complaining party files an arbitration Demand as explained in the JAMS Rules. If one party begins or threatens a lawsuit concerning a Claim, the other party can file a motion to compel arbitration with the court. If the court grants the motion, the Claim must be resolved in arbitration. Filing, administrative and arbitrator fees and costs will be paid by the parties in accordance with the JAMS Rules or as otherwise agreed to by the parties or determined by the arbitrator, Each party shall bear the expense of their respective attorneys, experts, and witnesses and other expenses, regardless of who prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. The arbitrator will not have the power to conduct any proceeding as a class action, representative action, private attorney general action, or similar action. The arbitrator will have the power to decide only Your and Our Claims against each other, and will not have the power to join other parties or consolidate other Claims with the Claims between You and Us; provided, however, that joint applicants or cardholders of the same Account may be joined in a single proceeding. This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and will be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C, § I et seq., as amended, notwithstanding any choice -of -law provision in the Agreement. The arbitrator will apply applicable substantive law consistent with the FAA and applicable statutes of limitations and will honor claims of privilege recognized at law. The arbitrator may award all remedies that would apply in an individual court action (subject to constitutional limits that would apply in court). At the request of either party prior to entry of an award, the arbitrator will provide a written explanation of the basis for the award. Judgment upon any arbitration award may be entered and enforced, including without limitation by garnishment, attachment, foreclosure or other post judgment remedies, in any court having jurisdiction. The arbitrator's decision will be final and binding, except for any right of court review provided by the FAA or state law, if applicable. This Arbitration Provision will survive payment or transfer of the Account or the termination of this Agreement or the relationship between You and Us, or the bankruptcy of either You or Us if applicable law permits. If any portion of this Arbitration Provision other than the provision precluding the arbitrator from having the power to conduct any proceeding as a class action, representative action, private attorney general action, or similar action is deemed invalid or unenforceable, it will not invalidate the remaining portions of this Arbitration Provision. However, if the provision precluding the arbitrator from having the power to conduct any proceeding as a class action, representative action, private attorney general action, or similar action is deemed invalid or VALERO . r wor BEACON v �ra As storm use pour V.1 0 Fleet Sem rs Cud ar=Far Te'Nera randy of Breads, FTC MIS Page 10 of 11 unenforceable in a proceeding between You and Us, then this entire Arbitration Provision (except for this sentence) shall be deemed unenforceable in such proceeding, without impairing the right to appeal such decision. If a conflict or inconsistency arises between the JAMS Rules and this Arbitration Provision, or between the Agreement and this Arbitration Provision, this Arbitration Provision will control. NOTICE TO THE BUYER: 1. DO NOT SIGN THIS CREDIT AGREEMENT BEFORE YOU READ IT OR IF IT CONTAINS ANY BLANK SPACE. 2. YOU ARE ENTITLED TO A COMPLETELY FILLED IN COPY OF THIS AGREEMENT. 3. IF YOU DO NOT WANT THIS AGREEMENT TO BECOME EFFECTIVE, THEN DO NOT USE THE CARD(S). VALERO • r BEACON ,tznl LuK ...csat1:11.ass Rad Smit t1 a ofThaV to Fatly of Snarls' FTC 013115 Page 11 of 11 Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 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: 2017-229230 Date Filed: 106/27/2017 Date Acknowledged: 1 Name of business entity filing form, and the of business. Valero Marketing and Supply Company San Antonio, TX United States city, state and country of the business entity's place that is a party to the contractfor which the forn is 2 Name of governmentale nifty or sfa teagency 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. 701 Standard Gasoline & Ultra -Low Sulfur Diesel for the Fleet, Fire, and Police Dept to be purchased at commercial locations. 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Z 5 Check only if there is NO Interested Party. El 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. ValeroMarketi ; 'ndSup Illy C an % i �yy [ By- ,...---741' Craig M. Schnupp, Vice President -D " 1 ,, , 4 PrP SARAH E. JACKSON 1+�` Notary Pubtlo ,5, Ito y STATE OF TEXAS 4�Fpp My Comm, flap, Otlf11;2019 Sign. e c autho President of Supply Company zed i! t of contracting business entity , this the 1/1 day of Ally AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said 20 17 to certify which, witness my hand Craig M Schnup, Vice Valero Marketing and and seal of office. 1 3 ra.h C -. � 0.0 k Son gr , k) k 00,4+a �� (a -6k,. ,a,14,4 Signature of officer ad stering oath Printed name of officer administering oath Title of offer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 AGENDA MEMORANDUM Future Item for the City Council Meeting of August 22, 2017 Action Item for the City Council Meeting of August 29, 2017 DATE: August 22, 2017 TO: Margie C. Rose, City Manager FROM: Edgar Leonard, Director of Facilities and Property Management EdqarL@cctexas.com (361) 826-3464 Dan Grimsbo, Executive Director of Utilities DanG@cctexas.com (361) 826-1718 Kim Baker, Assistant Director of Financial Services -Purchasing Division Kim B2@cctexas.com (361) 826-3169 Purchase and Installation of Six Air Condition Units at Oso Wastewater Treatment Plant CAPTION: Motion approving a Service Agreement for the purchase and installation of six air condition units at Oso Wastewater Treatment Plant not to exceed $67,136.00 from Pro Tech Mechanical, Inc. of Corpus Christi, Texas through the Local Government Purchasing Cooperative dba Buyboard, for use by the Facilities and Property Management Department for Oso Wastewater Treatment Plant. Funds budgeted in FY 2016-17. PURPOSE: This item is to approve the purchase and installation of six air condition units at Oso Wastewater Treatment Plant. BACKGROUND AND FINDINGS: The current units are in the Belt Press Building, Electronic Control Room and Power Control Room, and have become unserviceable and too costly to repair. These areas must be kept at cool temperature at all times due to the nature of sensitive equipment, electronic instrumentation and controls running continuously. 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: Wastewater and Facilities and Property Management FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $73,700.00 $0.00 $73,700.00 Encumbered / Expended Amount $852.31 $0.00 $852.31 This item $67,136.00 $0.00 $67,136.00 BALANCE $5,711.69 $0.00 $5,711.69 Fund(s): Wastewater Comments: None RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Price Sheet City of Corpus Christi Purchasing Division Pro Tech Mechanical Corpus Christi, Tx Bid Tabulation Six Air Condition Units Oso Wasterwater Treatment Plant Item Description Qty Unit Price Total Total Price 1 Lennox RTUss 3 -Ton Rooftop A/C Unit 2 Ea $9,027.00 $18,054.00 2 Specific 10 -Ton A/C Unit 2 Ea $15,196.00 $30,392.00 3 Bard 5 -Ton A/C Unit 2 Ea $5,352.50 $10,705.00 4 Electric heat - 3 -Ton Rooftop A/C Units 2 Ea $300.00 $600.00 5 Labor Hours: Lead Man 40 Hrs $95.00 $3,800.00 6 Labor Hours: Helper 40 Hrs $65.00 $2,600.00 7 Materials 1 Lot $985.00 $985.00 Total $67,136.00 SERVICE AGREEMENT NO. 50767 Purchase and Installation of Six Air Condition Units THIS Purchase and Installation of Six Air Condition Units Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Pro Tech Mechnical ("Contractor'), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Purchase and Installation of Six Air Condition Units in response to Request for Bid/Proposal No. NA ("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 replace and installation of six air condition units ("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 three 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 zero additional zero -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 $67,136.00, 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 Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 1 of 8 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: Paul Rodriguez Department: Building Facility Maintenance Phone: 361-826-1980 email: paulr@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 Services will not be rendered until the Contractor receives the signed purchase release order. City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 2 of 8 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. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 3 of 8 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: Paul Rodriguez Title: Air Conditioning Maintenance Mechanic Address: 1201 Leopard St., Corpus Christi, Tx 78401 Fax: 361-826-1980 IF TO CONTRACTOR: Pro Tech Mechanical, Inc. Attn: Jeremy Fojtik Title: Estimator/Project Manager Address: 1622 Saratoga Blvd., Corpus Christi, Tx 78417 Fax: 361-882-2154 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 City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 6 of 8 supersedes 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 CONTRACT Signature: Printed Name: Jeremy Foj Title: Estimating Manager Date: 8-1-17 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/Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No. NA 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 The Contractor will: • Lock out and Tag out all equipment that will be worked on • Demo, removal and disposal of four existing wall mount units • Demo, removal and disposal of two existing rooftop units The Contractor shall: • Furnish and install two new 5 -ton Bard wall mount units with electric heat • Furnish and install two new 10 -ton specific systems wall mount units with electric heat • Furnish and install two new 3 -ton rooftop units with heat • Provide system startups • Provide boom truck for removal and installation of unit • Re -use existing electrical, condensate & air devices The Contractor will provide all labor, material, supervision, tools and equipment for all units. The Contractor will be responsible to have all units running efficiently at final walk-through. ATTACHMENT B-BID/PRICING SCHEDULE CITY OF CORPUS CHRISTI BID FORM 1. Refer to Contract Terms and Conditions before completing bid. 2. Quote your best price, including freight, for each item. 3. In submitting this bid, Bidder certifies that 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. Invitation to quote, FOB Destination, Freight Included, on the following: DESCRIPTION QTY UNIT UNIT PRICE PRICE TOTAL Lennox RTUs 3 -Ton Rooftop A/C Unit 2 Ea $9,027.00 $18,054.00 Specific 10 -Ton A/C Unit 2 Ea $15,196.00 $30,392.00 Bard 5 -Ton A/C Unit 2 Ea $5,352.50 $10,705.00 Add Electric heat - 3 -Ton Rooftop A/C Unit 2 Ea $300.00 $600.00 Labor Hours: Lead Man 40 Hrs $95.00 $3,800.00 Labor Hours: Helper 40 Hrs $65.00 $2,600.00 Materials 1 Lot $985.00 $985.00 TOTALIII 1 $67,136.00 COMPANY: Pro tech Mechanical Buy Board Contract #461 -14 ----Vendor #3951 NAME OF PERSON AUTHORIZED TO SIGN: Jeremy Fojtik ADDRESS: 1622 Saratoga PHONE: 361-882-2101 CITY / STATE: Corpus Christi, Tx. EMAIL: FAX: 361-88202154 jay@protechmech corn DATE: 8-2-17 SIGNATURE: TITLE: Estimating Manager THE CITY RESERVES THE RIGHT TO REJECT OR CANCEL ANY OR ALL BIDS. TO WAIVE ANY INFORMALITIES RFQ Revised 12.6.16 ATTACHMENT C: INSURANCE/BOND REQUIREMENTS I. CONTRACTORS LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtoined_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 hasbeen obtained. B . Contractor must furnish to the City's Risk Manager and Director of Facilities & Property Management one ( I) 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 inTexas) Employers Liability INSTALLATION FLOATER Statutory and complies with Port II of this Exhibit. $500,000/$500,000/$500.000 Value of the equipment 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 IO days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: Cityof 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; 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 Contract ors 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. 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. 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 Facilities & Property Management- Utilities Oso Plant New Air Conditioning Units - Equipment Replacement 04/13/2017 sw Risk Management Attachment D: Warranty Requirements The Lennox unit has a one year from date of installation, on entire unit and 3 years for the coil. Specified Systems one year warranty on parts and Bard unit five years on compressor and one year on parts. CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 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: 2017-239178 Date Filed: 07/20/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Pro Tech Mechanical, Inc Corpus Christi, TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. QC0517009 Oso WWTP NC Replacement - QC0517009 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling 1 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 1.4+ottio % ARCELIA GUZMAN _r°,- ;:Notary Public, State of Texas Comm. Expires 05-22-2021 �'n% 7r.q 0(2)-1-'1 %%%% Notary ID 3450704 Signature of authorized agent of contracting business entity AFFIX Sworn NOTARY STAMP / SEAL ABOVE to and subscribed before me, by the said j ` , j1,�� l.V t� S i 4 e , this the I ' K day of 4-� i� j. 20 I I1 , to certify which, witness my hand and seal of office. ., C%... . 5— .-• _ _ J� Ree14Cy_ Vit ?!}'t.,/1. l0 "' __ Signature of officer agmir. 117 -oath Printed name of oTticer administering oath Title of off administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1 0 883 AGENDA MEMORANDUM Future Item for the City Council Meeting of August 22, 2017 Action Item for the City Council Meeting of August 29, 2017 DATE: August 22, 2017 TO: Mayor and City Council FROM: Rebecca Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Composition of the Corpus Christi B Corporation's Board of Directors CAPTION: Discussion and consideration regarding the composition of the Corpus Christi B Corporation's Board of Directors. PURPOSE: The City Council is to establish the composition of the seven -member board of directors of the Corpus Christi B Corporation (Type B) in order that the board may be appointed, which is a prerequisite to establishment of the Corpus Christi B Corporation. BACKGROUND AND FINDINGS: During the City Council meeting of August 8, 2017, City Council unanimously approved a Motion of Direction directing the City Secretary to present to the City Council, on August 22, 2017, an item regarding establishing the composition of the Corpus Christi B Corporation. ALTERNATIVES: At City Council's discretion. OTHER CONSIDERATIONS: On August 8, 2017, the City Council also considered appointing the five individuals serving as directors of the Corpus Christi Business and Job Development Corporation (Type A) to the seven -member Type B corporation. To do so, City Council Policy Number 14, addressing Boards, Commissions, and Committee Procedures, must be amended. In the attached Resolution, the first paragraph of Policy Number 14, has been modified to add language allowing the City Council to appoint a person to serve as a director of both a Type A and Type B corporation, concurrently. Additionally, expiration of directors' tenures must also be addressed in the Type B corporation's Certificate of Formation to ensure concurrence of tenure expiration for directors of both the Type A and Type B corporations. Finally, because the Type B Corporation is an independent corporation, its meetings are not imbedded in city council agendas and its agendas must be posted at least 72 hours in advance of meetings. And, while having the same directors on both corporations may result in certain efficiencies, it does not create a reduction in staff time necessary to administer the Type B Corporation. CONFORMITY TO CITY POLICY: Conforms with City Council policies, as amended in the attached Resolution. EMERGENCY / NON -EMERGENCY Non -Emergency DEPARTMENTAL CLEARANCES: City Manager's Office Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital Q Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $0 $0 $0 Encumbered / Expended Amount $0 $0 $0 This item $0 $0 $0 BALANCE $0 $0 $0 Fund(s): N/A Comments: None. RECOMMENDATION: At City Council's discretion. LIST OF SUPPORTING DOCUMENTS: Amended Resolution Draft Certificate of Formation Draft Bylaws Resolution Amending City Council Policies Service on More Than One Board, Commission, Committee or Corporation Be it resolved by the City Council for the City of Corpus Christi, Texas: Section 1. That Section 14 of the City Council policies regarding service on more than one board, commission, committee or corporation is revised to read as follows, with the new language indicated by underlined text: "14. - Boards, commissions, and committee procedures. All individuals considered for appointment by the City Council to a Board, Commission, or Committee must have an application on file in the Office of the City Secretary not later than 5:00 p.m. on the seventh calendar day before the date appointments are considered by City Council. Applications filed with the Office of the City Secretary after this deadline shall not be considered by City Council on the date appointments are considered, that date being seven days after the aforementioned application deadline, but will be retained for future consideration. All vacancies must be listed on a City Council agenda in order for appointments to be made. Any Council Member can nominate persons to fill vacancies, except where the law requires nomination by the Mayor or City Manager. Each appointment must receive a majority vote of the Council Members present and voting. No person shall be appointed by the Mayor or Council Members to serve on more than one board, commission, committee or corporation at the same time unless: _required by Charter, statute, or other ordinance;; said committee is one ad hoc committee;-, Of when such service is required by virtue of the individual's position or title as the result of employment; ef-when such appointment involves the Mayor or Council Members; or when such appointment involves a Type A or Type B corporation, in which case a person may serve as a director of both a Type A and Type B corporation, concurrently.- ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas day of , 2017 The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey -Opel Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn CERTIFICATE OF FORMATION OF CORPUS CHRISTI B CORPORATION THE STATE OF TEXAS § COUNTY OF NUECES § CITY OF CORPUS CHRISTI § WE, THE UNDERSIGNED natural persons not less than three in number each of whom is at least 18 years of age and each of whom is a qualified elector of the City of Corpus Christi. Texas (the "City"), which is a duly established city under the Texas Constitution, acting as incorporators of a public instrumentality and nonprofit development corporation (the "Corporation") under the Development Corporation Act of 1979, as amended, do hereby adopt the following Certificate of Formation. ARTICLE I: NAME The name of the Corporation is the Corpus Christi B Corporation. ARTICLE II: AUTHORIZATION The Corporation is a nonprofit corporation under the Texas Non -Profit Corporation Act (the "Non -Profit Act"), Chapter 22 of the Texas Business Organizations Code, and a Type B corporation under the Development Corporation Act of 1979, Chapters 501-505 of the Texas Local Government Code (the "Act"), and shall be governed by Chapter 505 and other applicable provisions of said Act, as now existing or as may be amended. ARTICLE III: DURATION The period of duration of the Corporation shall be until December 31, 2038. ARTICLE IV: PURPOSE AND LIMITATIONS The Corporation is organized exclusively for the purposes of benefiting and accomplishing the public purposes of and acting on behalf of the City to undertake, maintain, and finance projects authorized through Proposition 1 on the election ballot for November 8, 2016. Said Proposition 1 is described in Section 7 of the City's Ordinance No 030930 (August 16, 2016) and was approved by the voters of Corpus Christi on November 8, 2016. As authorized by the voters of the City, the Corporation may expend monies as follows: (a) 50% of the annual funds may be expended on the promotion and development of new and expanded business enterprises to the full extent allowed by Texas law; (b) up to $500,000 annually may be expended on affordable housing; and (c) the remainder of the annual funds may be expended for construction, maintenance, and repair of arterial and collector streets and roads. With respect to said projects, the Corporation shall have all the powers of a corporation under Chapter 505 and other applicable provisions of the Act. All actions of the Corporation shall be taken in accordance with the provisions of the Act, with the advice and consent of the Corpus Christi City Council (the "City Council"). ARTICLE V: NO MEMBERS, NONSTOCK CORPORATION The Corporation has no members and is a nonstock corporation. ARTICLE VI: SALES TAX Upon receipt from the City of the proceeds of the sales and use tax imposed under Chapter 505 of the Act, the Corporation may use the proceeds as permitted hereby and by the Act as now existing or as may be amended. Act. ARTICLE VII: AMENDMENT This Certificate of Formation may be amended in accordance with the requirements of the ARTICLE VIII: REGISTERED ADDRESS/AGENT The address of the initial registered office of the Corporation is Corpus Christi B Corporation, City of Corpus Christi, P.O. Box 9277, Corpus Christi Texas 78469-9277. The name of its registered agent at such address is Rebecca Huerta, City Secretary, City of Corpus Christi. ARTICLE IX: BOARD OF DIRECTORS (a) The affairs of the Corporation shall be managed by a board of directors composed of seven persons appointed by the City Council. The term of four of the initial members of the board of directors shall expire July 31, 2018 and the term of the remaining three members shall expire July 31, 2019. Thereafter the term of the directors shall be two years expiring on July 31 of each year. Directors may be appointed to succeed themselves. No Director may serve longer than six years consecutively unless such service is required to complete an unexpired term. (b) Directors may also serve as Directors for the Corpus Christi Business and Job Development Corporation (the "CCBJDC"). If a Director serves on both the Corporation's board and the CCBJDC's board, the expiration of the Director's term on the Corporation's board shall coincide with the expiration of the his/her term on the board of the CCBJDC. (c) The names and street addresses of the persons who are to serve as the initial directors and the dates of expiration of their initial terms as directors are as follows: NAMES ADDRESSES Each director is and must be a qualified elector of the City and a resident of the City. Each director including the initial directors shall be eligible for reappointment. Each director shall serve until a successor is appointed. Directors are removable by the City Council at any time without cause. (d) The directors shall serve without compensation but they may be reimbursed for their actual expenses incurred in the performance of their duties as directors. Any vacancy occurring on the board of directors shall be filled by appointment by the City Council of a person who shall hold office until the expiration of the term. (e) The board of directors shall elect a president, vice-president, secretary, and any other officers that the City Council considers necessary to serve as executive officers of the Corporation as more specifically provided in the Corporation's Bylaws. The term of each officer's office shall expire on July 31 of each year. The City Manager, or designee, shall serve as executive director of the Corporation and the City Secretary shall serve as assistant secretary to provide administrative support services for the corporation. (t) The board shall conduct all meetings within the boundaries of the City. Meetings of the board of directors are subject to the Texas Open Meetings Act and the Texas Public Information Act. (g) Pursuant to Texas Local Government Code §505.052(c), three of the directors must be persons who are not employees, officers, or members of the governing body of the City. ARTICLE X: INCORPORATORS The name and street address of each incorporator are NAME Margie C. Rose Samuel Keith Selman Mark Van Vleck ADDRESS City of Corpus Christi, City Hall 1201 Leopard, Corpus Christi, Texas 78401 City of Corpus Christi, City Hall 1201 Leopard, Corpus Christi, Texas 78401 City of Corpus Christi, City Hall 1201 Leopard, Corpus Christi, Texas 78401 ARTICLE XI: CITY COUNCIL APPROVAL The City has specifically authorized the Corporation by Resolution No. to act on its behalf to further the public purposes stated in said Resolution and in this Certificate of Formation and the City has by said Resolution on approved this Certificate of Formation. ARTICLE XII: DIVIDENDS, PROHIBITED ACTIVITIES No dividends shall ever be paid by the Corporation and no part of its net earnings (beyond that necessary for retirement of the indebtedness of the Corporation or to implement its public purposes) shall be distributed to or inure to the benefit of its directors or officers or any private person, firm, corporation, or association, except in reasonable amounts for services rendered. Regardless of any other provisions of this Certificate of Formation, or the laws of the State of Texas, the Corporation shall not (1) permit any part of the net earnings of the Corporation to inure to the benefit of any private individual (except that reasonable compensation may be paid for personal services rendered to or for the Corporation affecting one or more of its purposes), (2) carry on propaganda or otherwise attempt to influence legislation, (3) participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office, or (4) attempt to influence the outcome of any specific public election or to carry on directly or indirectly any voter registration drives. ARTICLE XIII: REMEDY UPON DETERMINATION OF FOUNDATION STATUS If the Corporation is ever determined to be a private foundation within the meaning of Section 509(a) of the Internal Revenue Code of 1986 as amended (the Code) the Corporation 1) shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Code; 4) shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Code. ARTICLE XIV: TERMINATION Upon termination of the Corporation, the title to all funds and property owned by the Corporation shall be transferred to the City of Corpus Christi. Margie C. Rose Samuel Keith Selman Mark Van Vleck STATE OF TEXAS COUNTY OF NUECES I, the undersigned, a Notary Public, do hereby certify that on this day of personally appeared Margie C. Rose, Samuel Keith Selman, and Mark Van Vleck, who, each being by me first duly sworn, severally declared that they are the persons who signed the forgoing documents as incorporators, and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year above written. Notary Public, State of Texas BYLAWS OF CORPUS CHRISTI B CORPORATION ARTICLE I: PURPOSE AND POWERS Section 1.1 Purpose. The Corpus Christi B Corporation (the "Corporation") is a Type B corporation established for the purposes set forth in its Certificate of Formation, acting on behalf of the City of Corpus Christi, Texas (the "City") as its duly constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, Chapters 501-505 of the Texas Local Government Code, as amended (the "Act"), the Texas Non -Profit Corporation Act, Chapter 22 of the Texas Business Organizations Code, as amended (the "Non -Profit Act"), and other applicable laws. Section 1.2 Powers. In the fulfillment of its corporate purposes, the Corporation shall be governed by Chapter 505 and other applicable provisions of the Act, and shall have all the powers set forth and conferred in its Certificate of Formation, in the Act, in the Non -Profit Act, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. ARTICLE II: BOARD OF DIRECTORS Section 2.1 Number and Term of Office (a) The affairs of the Corporation shall be managed and controlled by a Board of Directors (the "Board") under the guidance and direction of the Corpus Christi City Council (the "City Council") and, subject to the restrictions imposed by the law, by the Certificate of Formation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation. Any projects undertaken using the funds of the Corporation will require the approval of City Council, in accordance with the Act. (b) The Board shall be composed of seven persons appointed by the City Council of the City as laid out in the Corporation's Certificate of Formation. (c) Any vacancy occurring on the board of directors shall be filled by appointment by the City Council of a person who shall hold office until the expiration of the term. Section 2.2 Meetings of Directors. The directors may hold their meetings at such place or places in the City as the Board may from time to time determine; provided, however, in the absence of any such determination by the Board, the meetings shall be held at an available room at City Hall. Section 2.3 Quorum. A majority of the entire membership of the Board shall constitute a quorum to conduct official business of the Corporation. J:\CITY SECRETARY\CITY COUNCIL CORPORATIONS\CORPUS CHRISTI B CORPORATION\LEGISTAR 8-22-17 COMPOSITION OF TYPE B BOARD\DRAFT BYLAWS - TYPE B.DOC Section 2.4 Conduct of Business. (a) The president shall be a voting member of the Board. (b) At all meetings of the Board, the president shall preside. In the absence of the president, the vice-president shall preside. (c) The secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. The City Secretary shall serve as assistant secretary, to provide administrative support services and official record keeping for the Corporation. Section 2.6 Compensation of Directors. Directors shall serve without compensation, but they may be reimbursed for their actual expenses incurred in the performance of their official duties as directors. ARTICLE III: OFFICERS Section 3.1 Titles and Terms of Office. The officers of the Corporation shall include a president, a vice-president, a secretary, and such other officers as the City Council may from time to time authorize. A majority of the directors shall elect the officers and fill any vacant offices. Terms of officers shall expire on September 30 of each year. Officers may be re-elected. Section 3.2 Powers and Duties of the President. The president shall be the presiding officer of the Corporation, and after approval by the Board, shall execute all contracts and other instruments in the name of the Corporation. Section 3.3 Vice -President. The vice-president shall exercise the powers of the president during that officer's absence or inability to act. Section 3.4 Secretary. The secretary or assistant secretary shall keep the minutes of all meetings of the Board and books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the Corporation, and/or attest to the signature of the president, shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities, and such other books and papers as the Board may direct, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. All records of the Corporation are subject to the Texas Public Information Act. Section 3.5 City Manager's Office. The City Manager of the City, or designee, will serve as the Executive Director of the Corporation, provide administrative support services for the Corporation in accordance with section 5.6, and perform duties as prescribed by the Board and City Council. Section 3.6 Compensation. Officers, other than City staff, shall not receive any salary or compensation for those services, except that they may be reimbursed for the actual expenses incurred in the performance of those services. The Corporation shall reimburse the City for the time of all City staff officers in accordance with section 5.6. ARTICLE IV: FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 4.1 Contracts. No contract or other transaction between the Corporation and any other corporation, person, or entity shall be executed unless the majority of the Board, who are present and approve such contract, are persons with no interest in such other person or entity. Board members are subject to the City's Code of Ethics, Chapter 2, Article V, of the City's Code of Ordinances. Section 4.2 Annual Corporate Budget. Prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall not be effective until the same has been approved by the City Council. Section 4.3 Books, Records, Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. (b) The books, records, accounts, and financial statements of the Corporation shall be maintained for the Corporation by the accountants and other staff of the City. (c) The Corporation's books, records, accounts, and financial statements shall be audited at least once each fiscal year by an outside, independent auditing and accounting firm selected by the City Council. Such audit shall be at the expense of the Corporation. Section 4.4 Deposit and Investment of Corporation Funds. (a) All proceeds from loans or from the issuance of bonds, notes, or other debt instruments ("Obligations") issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other documents authorizing or relating to their execution or issuance. (b) Subject to the requirements of contracts, loan agreements, indentures, or other agreements securing Obligations, all other monies of the corporation, if any, shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the City. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Finance Department of the City. Section 4.5 Expenditure of Corporate Money. The sales and use taxes collected pursuant to the Act and any proceeds deriving therefrom, including proceeds from the investment of funds of the Corporation and proceeds derived from the sale of Obligations, may be expended by the Corporation for its authorized purposes consistent with the Act. Section 4.6 Issuance of Obligations. No Obligations, including refunding Obligations, shall be authorized or sold and delivered by the Corporation unless the City Council approves such Obligations by action taken prior to the date of sale of the obligations. ARTICLE V: MISCELLANEOUS PROVISIONS Section 5.1 Principal Office. (a) The principal office and the registered office of the Corporation shall be the registered office of the Corporation specified in the Certificate of Formation. (b) The Corporation shall have and shall continuously designate a registered agent at its office, as required by the Act. Section 5.2 Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 5.3 Seal. The seal of the Corporation shall be determined by the Board. Section 5.4 Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and delivered to the City Secretary, and shall take effect upon appointment of a successor. Section 5.5 Approval or Advice and Consent of the City Council. To the extent that these bylaws or the Certificate of Formation refer to any approval by the City or refer to advice and consent by the City Council, such advice and consent shall be evidenced by a certified copy of a resolution, ordinance or motion duly adopted by the City Council. Section 5.6 Services of City Staff and Officers. The Corporation shall pay for all services provided to the Corporation by City staff. Subject to the authority of the City Manager under the Charter of the City, the Corporation shall utilize the services of the staff and employees of the City. All requests for staff time or inquiries of staff will be requested through the executive director of the Corporation. The Corporation shall pay reasonable compensation to the City for such services, and the performance of such services shall not materially interfere with the other duties of such personnel of the City. Reasonable compensation for services provided by City staff, including City staff serving as an officer for the Corporation, is the amount determined by the allocation study conducted annually for the City. Section 5.7 Indemnification of Directors, Officers and Employees. (a) As provided in the Act, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each and every member of the Board, its Officers, and its employees and each member of the City Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, including attorneys' fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. ARTICLE VI: EFFECTIVE DATE, AMENDMENTS Section 6.1 Effective Date. These bylaws shall become effective upon the occurrence of the following events: (1) the approval of these bylaws by the City Council; and (2) the adoption of the bylaws by the Board. Section 6.2 Amendments to Bylaws. These bylaws may be amended only in accordance with the requirements of the Act. AGENDA MEMORANDUM Future Item for the City Council Meeting of August 22, 2017 Action Item for the City Council Meeting of August 29, 2017 DATE: August 8, 2017 TO: Margie C. Rose, City Manager THRU: Keith Selman, Assistant City Manager KeithSe@cctexas.com 361.826.3898 FROM: Rudy Bentancourt, Housing and Community Development Director RudyB@cctexas.com 361.826.3021 Annual Board of Directors Meeting of the Corpus Christi Community Improvement Corporation CAPTION: Annual Board of Directors Meeting of the Corpus Christi Community Improvement Corporation (CCCIC). PURPOSE: To provide an Annual Board Meeting, to appoint new City Council members to the CCCIC, Elect Officers, and to provide two (2) loan commitments for the Samuel Place Apartment project and the Village at Henderson Apartment project from FY2017 HOME funding. BACKGROUND AND FINDINGS: The City Council acts as the Board of the CCCIC. With the election of new City Council members Mayor Joe McComb, Paulette Guajardo, Ben Molina, Debbie Lindsey -Opel, and Greg Smith, it is necessary for the Board to appoint them to the CCCIC Board. The CCCIC is also required to select a President and Vice President during the Annual Board of Directors Meeting. The Bylaws of the CCCIC provide for the following officers: President, Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, and General Manager. The Bylaws provide that officers do not have to be Board members, and the remaining positions have been held by persons on City staff holding the function equivalent positions. The recommendation are as follows: Secretary Rebecca Huerta Assistant Secretary Paul Pierce Treasurer Constance P. Sanchez Assistant Treasurer Alma Casas General Manager Margie C. Rose On February 28, 2017, the Corpus Christi City Council passed Resolutions in support of the proposed affordable housing project known as Samuel Place Apartments and Village At Henderson Apartments. On July 25, 2017, the City Council approved to set aside HOME FY2017 funding requested for Samuel Place Apartments and Village at Henderson Apartments in the amount of $585,137. On July 27, 2017, the Texas Department of Housing and Community Affairs approved to provide the Samuel Place Apartments and the Village at Henderson Apartments projects with Housing Tax Credits (HTC's). The motion will be to approve the loan commitment terms for the projects subject to the execution of the funding agreements. To secure the HTC's, the projects must receive a firm commitment from the local government of the projects location. A firm commitment is defined as an executed agreement. The Samuel Place Apartments, located at 4315 Carroll Ln., Corpus Christi, TX 78411, will involve the substantial rehabilitation of 60 apartments serving senior citizens, low-income families and individuals. Improvements to the entire complex will include: energy efficient apartments and appliances, ceiling fans, low -E vinyl windows, central heat and air, a new common area building with community center and kitchen, business center/computer lab and laundry facility. The development will be financed primarily through Housing Tax Credits, private debt, and HOME funds through the City of Corpus Christi at 1% for a 40 -year term with payments amortized over 40 years paid from available net cash flow. The Village at Henderson Apartments, proposed to be located at 5409 Lipes Blvd., Corpus Christi, TX 78414, will be an affordable housing multi -family community consisting of 88 units to serve low-income families, seniors and individuals. The Village at Henderson Apartments will serve residents at or below 60% area median income. The development will be financed primarily through Housing Tax Credits, private debt, and HOME funds through the City of Corpus Christi at 1% for a 40 -year term with payments amortized over 40 years paid from available net cash flow. Discussion, and possible action, will involve the approval of the loan commitment made from FY2017 funds provided through the U. S. Department of Housing and Urban Development's HOME Program. ALTERNATIVES: Not Applicable OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The action conforms to all applicable City and CCCIC policies. EMERGENCY / NON -EMERGENCY: Non -Emergency. This item requires only one meeting of the CCCIC Board. DEPARTMENTAL CLEARANCES: Housing and Community Development and City Secretary's Office FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2017- 2018 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: Recommendation is requested to approve the loan commitment terms for the two (2) proposed projects to secure TDHCA funding. LIST OF SUPPORTING DOCUMENTS: Agenda for Meeting Unapproved September 13, 2016 Board Meeting Minutes Treasurers Report Bylaws AGENDA CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION ANNUAL MEETING DATE: Tuesday, August 29, 2017 TIME: PLACE: During the meeting of the City Council beginning at 11:30 a.m. City Council Chambers 1201 Leopard Street Corpus Christi, TX 78401 1. Vice President Lucy Rubio calls the meeting to order. 2. Secretary Rebecca Huerta calls roll. Board of Directors Vacant, President Lucy Rubio, Vice President Rudy Garza Carolyn Vaughn Michael Hunter Vacant Vacant Vacant Vacant 3. Public Comment 4. Approval of the minutes of September 13, 2016 5. Financial Statement Officers Margie C. Rose, General Manager Rebecca Huerta, Secretary Paul Pierce, Asst. Secretary Constance P. Sanchez, Treasurer Alma Casas, Asst. Treasurer 6. Appointment of Mayor Joe McComb, Paulette Guajardo, Ben Molina, Debbie Lindsey -Opel, and Greg Smith to the CCCIC Board. 7. Election of Officers: President Vice President Secretary Assistant Secretary Treasurer Assistant Treasurer General Manager 8. Motion to approve a loan commitment of $300,000 for the Samuel Place Apartments project, loan to be made from funds provided through the U. S. Department of Housing and Urban Development's HOME Program at 1% interest for a 40 -year term with payments amortized over 40 years and paid from available net cash flow, subject to execution of the funding agreements. 9. Motion to approve a loan commitment of $285,137 for the Village at Henderson Apartments project, loan to be made from funds provided through the U.S. Department of Housing and Urban Development's HOME Program at 1% interest for a 40 -year term with payments amortized over 40 years and paid from net cash flow, subject to execution of the funding agreements. 10. Adjournment MINUTES CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION (CCCIC) ANNUAL MEETING September 13, 2016 5:41 P.M. PRESENT Board of Directors Brian Rosas, President Lucy Rubio, Vice -President Rudy Garza Chad Magill Nelda Martinez Mark Scott Michael Hunter ABSENT Colleen McIntyre Carolyn Vaughn Officers Margie C. Rose, General Manager Rebecca Huerta, Secretary Paul Pierce, Asst. Secretary Constance P. Sanchez, Treasurer Alma Casas, Asst. Treasurer Vice -President Rosas called the meeting to order in the Council Chambers of City Hall at 5:41 p.m. Secretary Huerta verified that a quorum was present to conduct the meeting and notice of the meeting had been posted. Vice -President Rosas moved to Item 3 and called for the appointment of Michael Hunter to the CCCIC Board. Mr. Magill made a motion, seconded by Mr. Garza, and passed (Ms. McIntyre and Ms. Vaughn absent). Vice -President Rosas moved to Item 4 and called for the Election of Officers. A motion was made by Ms. Martinez to appoint Brian Rosas as President, seconded by Mr. Garza, and passed (Ms. McIntyre and Ms. Vaughn absent). A motion was made by Mr. Garza to appoint Lucy Rubio as Vice -President, seconded by Mr. Magill, and passed (Ms. McIntyre and Ms. Vaughn absent). A motion was made by Ms. Martinez to appoint Rebecca Huerta as Secretary, Paul Pierce as Assistant Secretary, Constance P. Sanchez as Treasurer, Alma Casas as Assistant Treasurer, and Margie C. Rose as General Manager, seconded by Mr. Garza, and passed (Ms. McIntyre and Ms. Vaughn absent). President Rosas moved to Item 5 and called for public comment. There was no public comment. President Rosas moved to Item 6 and called for the approval of the minutes from the September 8, 2015 meeting. Mr. Garza made a motion to approve the minutes as presented, seconded by Mr. Magill, and passed (Ms. McIntyre and Ms. Vaughn absent). President Rosas moved to Item 7 and called for the Financial Statement. Treasurer Constance Sanchez referred to the summary of transactions for the ten months ended July 31, 2016; total assets of $13,903,954 with liabilities of $12,850 for a fund balance of $13,891,105; total revenues were $1,563,377 with expenditures of $1,840,020 and excess of expenditures 1 over revenues of $276,643 for a total fund balance of $13,891,105. The Board had no questions. President Rosas moved to Item 8 and called for Appointments to the Loan Review Committee. Secretary Rebecca Huerta stated that there were eleven (11) vacancies, 4 — representing the Professions category (Legal, Real Estate Agency, General Contractor/Remodeler/Homebuilder, Architect, Engineer, or Residential Home Designer), 2 — Financial Institution representative, 4 — Community At -Large and 1 — Health and Human Services. Ms. Huerta explained that Staff is recommending the new appointments of two (2) Community At -Large members and postponing the remaining four (4) appointments due to a future amendment to the committee, which would reduce the size and number of categories. A Board Member asked about the duties of the committee and the recruitment process for applicants. Ms. Huerta stated the committee reviews and approves loan applications submitted through the various loan programs in accordance with the Rehabilitation Loan Handbook. Ms. Huerta introduced Rudy Betancourt, Director of Housing and Community Development who stated the committee reviews the loans submitted by participants in the demolition and rehabilitation program and approves them so they can receive the grant and loan for their project. Ms. Huerta also stated that recruitment for vacancies is done on the City Secretary' s website, by encouraging current members to recruit, and via press releases to the public. Reappointments made by the Board of Directors include the following: 1. Clarissa Lopez Briseno (Health/Human Services) 2. David Cantu (Financial Institution) 3. Monique Espinosa (Community At -Large) 4. Barry Lobell (Community At -Large) 5. Alice Vaughan (Real Estate) A motion to approve these reappointments was made by Ms. Martinez, seconded by Mr. Garza, and passed (Ms. McIntyre and Ms. Vaughn absent). New appointments made by the Board of Directors: 1. Ashley Bemis (Community At -Large) A motion to appoint was made by Mr. Magill, seconded by Mr. Scott, and passed (Ms. McIntyre and Ms. Vaughn absent). 2. Leslie Marin (Community At -Large) A motion to appoint was made by Ms. Martinez, seconded by Mr. Magill, and passed (Ms. McIntyre and Ms. Vaughn absent). There being no further business to come before the Board, President Rosas adjourned the meeting at 5:52 p.m. 2 CITY OF CORPUS CHRISTI CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION COMBINED BALANCE SHEET July 31, 2017 ASSETS Loan Program HOME Program Fund Fund Total Cash and investments $ 1,659,157 $ 817,933 $ 2,476,488 Mortgages receivable, net of allowance 7,943,298 3,189,050 11,132,348 Investment in property (net of accumulated depreciation) 118,430 - 118,430 Total assets $ 9,720,885 $ 4,006,983 $ 13,727,265 LIABILITIES AND FUND BALANCE Liabilities: Deposits $ 12,692 $ 158 $ 12,850 Due to other funds 9,785 - 9,785 Total liabilities 22,477 158 22,635 Fund Balance: Reserved for mortgages 7,943,298 3,189,050 11,132,348 Reserved for Investments 118,430 - 118,430 Unreserved 1,636,680 817,775 2,453,853 Total fund balance 9,698,408 4,006,825 13,704,631 Total liabilities and fund balance $ 9,720,885 $ 4,006,983 $ 13,727,266 CITY OF CORPUS CHRISTI CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION COMBINED STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES For the 10 Months Ended July 31, 2017 Loan Program HOME Program Fund Fund Revenues: Contribution from Federal Government $ Interest on loans Interest on investments Miscellaneous Total $ 485,570 $ 485,570 38,336 9,123 47,459 2,935 1,745 4,685 2,301 226,452 228,752 Total revenues 43,571 722,890 766,466 Expenditures: Grants 38,336 88,995 127,331 Community Development administration - 26,266 26,266 Loan processing 225,328 376,800 602,128 Miscellaneous 4,015 - 4,015 Depreciation expense 6,310 - 6,310 Total expenditures 273,989 Excess of revenues over expenditures Fund balances at July 31, 2016 Fund balances at July 31, 2017 (230,418) 9,928,827 492,061 766,051 230,829 416 3,775,997 13,704,217 $ 9,698,408 $ 4,006,825 $ 13,704,631 CORPUS CHRISTI COMMUNITY IMPROVEMENT CORPORATION BYLAWS ARTICLE I - OFFICES Section 1.01. The principal office of the Corporation shall be in the City of Corpus Christi, County of Nueces, State of Texas. ARTICLE 11 - DIRECTORS Section 2.01. The number of Directors which shall constitute the whole Board shall be nine. The initial Directors shall serve for a period coterminous with the terms of City. Council members at the time of adoption of these bylaws. The successor Directors shall be elected for terms approximately coterminous with the terms of City Council members. Any Director may succeed himself. Section 2.02. Vacancies in the Board of Directors shall be filled for the unexpired term by the election of successor Directors by the majority vote of thre remaining Board of Directors. Section 2.03. The property and business of the Corporation shall be managed by the Board of Directors which may exercise all powers of the Corporation and do all lawful acts. Section 2.04. The annual meeting of the Board of Directors shall be held at the principal office of the Corporation during the third City Council meeting in May of each year, or at such time and place as shall be designated by the President on three days' written notice to each of the Directors. All other meetings may be held at the place selected by the Board either within or without the State of Texas. Section 2.05. Regular meetings, other than the annual meeting, may be held at such time as shall be determined by the Board. Section 2.06. Special meetings of the Board may be called by the President on three days' notice to each Director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner on like notices on the written request of two Directors. Section 2.07. At all meetings of the Board the presence of a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meetings at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by these bylaws. If a quorum shall not be present at any meeting 1.. of the Directors, the Directors present thereat may recess the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 2.08. A meeting of the Directors can be held at any time without notice upon the execution by all Directors, of a written waiver of notice, and likewise may be held without notice when all of the Directors are present at the meeting. Committee of Directors Section 2.09. The Board of Directors may, by resolution or resolutions adopted by a majority of the whole Board, establish one or more committees, each committee to consist of two or more of the Directors of the Corporation, which to the extent permitted by law and if so provided in said resolution or resolutions, when the Board is not in session, shall have and exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Section 2.10. The committees shall keep regular minutes of their proceedings and report the same to the Board when required. Section 2.11. Directors, as such, shall not receive any compensation for their services, but, by resolution of the Board a reimbursement of expenses of attendance, if any, may be allowed for attendance at such regular or special meeting of the Board. Members of special or standing committees may be allowed like reimbursement for attending committee meetings. ARTICLE III - NOTICES Section 3.01. Whenever, under the provisions of the statutes or these bylaws, notice is required to be given to any director, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Director at such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed. Section 3.02. Whenever any notice is required to be given under the provisions of the statutes or of these bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE IV - OFFICERS Section 4.01. The officers of the Corporation shall be chosen by the Board of Directors. the Board of Directors shall choose from its members a President and a Vice President. The Board of Directors shall also choose a Secretary and a Treasurer who may or may not be members of the Board of Directors. The Board of Directors shall, by majority vote of all members, designate a General Manager of the Corporation. The General Manager shall not be a member of the Board of Directors, but shall serve at the pleasure of the Board of Directors, and shall be under their supervision. Any two or more offices may be held by the same person, except the offices of President, Secretary, and General Manager. Section 4.02. The Board of Directors shall choose such officers at its first meeting and at each annual meeting thereafter. Section 4.03. The officers of the Corporation chosen pursuant to Section 4.02 shall serve until the next annual meeting of the Board of Directors or until their successors are chosen and qualify in their stead. Section 4.04. The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Section 4.05. Any office elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors. The President Section 4.06. The President shall preside at all meetings of the Directors. Section 4.07. The President shall be ex officio a member of all standing committees, shall have general supervision of the management of the business of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect. Section 4.08. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required for permitted by law to be otherwise signed and executed and except where the sighing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Vice President Section 4.09. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the board of directors shall prescribe. -3- The Secretary Section 4.10. The Secretary shall attend all sessions of the Board and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors under whose supervision he shall be. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature. And when the corporate seal is required as to instruments executed in the course or ordinary business he shall attest to the signature of the President or Vice President and shall affix the seal thereto. The Treasurer Section 4.11. The Treasurer shall have the custody of the corporate funds and the securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in a depository as shall be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation. The Board of Directors may appoint an Assistant Treasurer to assist the Treasurer and who, in the absence or inability of the Treasurer to serve, shall perform the duties of the Treasurer. The General Manager Section 4.12. The General Manager shall oversee and be responsible for the overall management and administration of the Corporation. Section 4.13. The Board of Directors may require the President, Vice President, the Secretary and the Treasurer to give the Corporation bonds on such sums and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of their office and for the restoration to the Corporation, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation. ARTICLE V - FISCAL PROVISIONS Section 5.01. The Board of Directors shall have prepared for each annual meeting a full and clear statement of the business and condition of the Corporation. -4- Checks Section 5.02. All checks or demands for money and notes of the Corporation shall be signed by and any two of the following: the President, the Vice President, the Secretary, the Treasurer, the Assistant Treasurer, the General Manager, or such other person or persons as the Board of Directors may from time to time designate. Fiscal Year Section 5.03. The fiscal year shall be determined by resolution of the Board of Directors. ARTICLE VI - SEAL Section 6.01. The corporate seal shall be circular and shall have inscribed in the outer circle the name of the Corporation, and shall have inscribed in the inner the letters "T E X A S" and a five -pointed star. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The imprint of this seal thus authorized is affixed opposite to this section. ARTICLE VII - AMENDMENTS Section 7.01. These bylaws may be altered, changed or amended at any meeting of the Board of Directors at which a quorum is present, provided notice of the proposed alteration, change or amendment be contained in the notice of such meeting, by the affirmative vote of a majority of the Directors at such meeting and present thereat. Includes Amendments through 10-25-93 -5-