Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Agenda Packet City Council - 08/29/2017
Cit of Corpus Christi 1201 Leopard Street Y p Corpus Christi,TX 78401 forward.cctexas.com Meeting Agenda - Draft City Council Tuesday,August 29,2017 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 Mrs. Dorothy Dundas, Texas Apostolic Prayer Network. C. Pledge of Allegiance to the Flag of the United States to be led by Valerie Gray, Executive Director of Public Works. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. Proclamations /Commendations 1. 17-1084 Proclamation declaring September 2, 2017, "Foy H. Moody High School 50th Anniversary Day". Proclamation declaring September 9, 2017, "2017 Walk to End Alzheimer's Day". Commendation recognizing Foy H. Moody High School Baseball Team as Class of 2017 5A State Semifinalists. Swearing-In Ceremony for Newly Appointed Board, Commission and Committee Members. City of Corpus Christi Page 1 Printed on 812412017 City Council Meeting Agenda-Draft August 29, 2017 F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. OTHER G. MINUTES: 2. 17-1088 Regular Meeting of August 22, 2017. H. BOARD &COMMITTEE APPOINTMENTS: (NONE) I. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed;may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance;or may modify the action specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting,such agendas are incorporated herein for reconsideration and action on any reconsidered item. J. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. 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. City of Corpus Christi Page 2 Printed on 812412017 City Council Meeting Agenda-Draft August 29, 2017 K. CONSENT AGENDA: (ITEMS 3 - 18) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 3. 17-1005 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 4. 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 r9-1-2015 tc 5. 17-0971 Supply Agreement for the Purchase of Traffic Control Thermoplastics Material City of Corpus Christi Page 3 Printed on 812412017 City Council Meeting Agenda-Draft August 29, 2017 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. 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 6. 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 7. 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 City of Corpus Christi Page 4 Printed on 812412017 City Council Meeting Agenda-Draft August 29, 2017 COF- Unleaded Gasoline&Ultra Low Diesel Fuel Delivery COF Support 17-0907 Petroleum Traders Corporation, of Fort Wayne, Indiana 8. 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 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 9. 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 10. 17-1027 Second Reading Ordinance -Accepting and Appropriating the FY 2018 Texas Automobile Burglary Theft Prevention Authority (ABTPA) Grant (1st Reading 8122117) 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; City of Corpus Christi Page 5 Printed on 812412017 City Council Meeting Agenda-Draft August 29, 2017 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 11. 17-1011 Second Reading Ordinance -Accepting and Appropriating the FY2017 Local Border Security Program (LBSP) Grant for the Police Department(1st Reading 8/22/17) 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 12. 17-1022 Second Reading Ordinance - Accepting and Appropriating grant funds for the Tuberculosis Prevention and Control-State (TBPC-STATE) Grant (1st Reading 8/22/17) 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)(c)_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 13. 17-1023 Second Reading Ordinance -Accepting and Appropriating grant funds for the Laboratory Response Network Influenza Surveillance and Epidemiology Activities (LRN/FLU-LAB) grant (1st Reading City of Corpus Christi Page 6 Printed on 812412017 City Council Meeting Agenda-Draft August 29, 2017 8/22/17) 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(08-8-201 Ordinance for IDCU-FLU-LAB FY18 9-1-2017 to 9-1-2019 Grant(08-7-2017 Inf. Dis. Control LRN-Lab Flu Grant Contract No. 537-18-0101-00001 (9-1-2017 14. 17-1038 Second Reading Ordinance -Accepting and Appropriating grant funds for the Regional Local Services System/Local Public Health System (RLSS/LPHS) grant (1st Reading 8/22/17) 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(08 Ordinance-RLSS FY18 Grant(08-10-2017 RLSS Grant Contract No. 537-18-0210-00001 (9-1-2017 to 9-1-2019)(08-10-20 15. 17-0927 Second Reading Ordinance -Closing of a utility easement located at 7313 South Staples Street (1st Reading 8/22/17) 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 16. 17-0979 Second Reading Ordinance -Appropriating funds for the purchase of one waste handler wheel loader and one backhoe loader for use in Solid Waste Operations (1st Reading 8/22/17) City of Corpus Christi Page 7 Printed on 812412017 City Council Meeting Agenda-Draft August 29, 2017 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. 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 17. 17-0982 Second Reading Ordinance -Appropriating Funds for the Purchase of two Ford F-550 Trucks with Service Bodies for Solid Waste Operations (1st Reading 8122117) 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 18. 17-1049 Second Reading Ordinance - Donating Surplus Property to Habitat for Humanity (1st Reading 8122117) 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. City of Corpus Christi Page 8 Printed on 812412017 City Council Meeting Agenda-Draft August 29, 2017 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 L. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. M. PUBLIC HEARINGS: (ITEMS 19 -22) 19. 17-1033 Public Hearing on Fiscal Year 2018 Ad Valorem Tax Rate Attachments: Agenda Memo for Public Hearing regarding FY18 Ad Valorem Tax Rate 20. 17-1131 Public Hearing on Fiscal Year 2017-2018 Operating Budget Public hearing for the City of Corpus Christi Fiscal Year 2017-2018 Operating Budget for August 29, 2017 during the regular City Council meeting beginning at 11:30 am at City Hall, 1201 Leopard Street, Corpus Christi, Texas. This budget will raise more total property taxes than last year's budget by $4,034,005 (General Fund $2,506,865 Debt Service Fund $1,527,140), or 3.7%, and of that amount an estimated $2,668,101 is tax revenue to be raised from new property added to the tax roll this year. Attachments: Agenda Memo- Public Hearing for FY 2017-2018 Operating Budget.docx FY2018 Budget Public Hearing Presentation.pptx 21. 17-1020 Public Hearing and First Reading Ordinance -Rezoning property located at 6802 Weber Road Case No. 0617-03 CC Ventures Equities IV, LP: A change of zoning from the "CN-1" Neighborhood Commercial District to "CG-2" General Commercial District. The property is described as being 0.839 acres out of the west 170 feet of Foxwood Estates Phase I 11, Block 11, Lot 2, located along the east side of Weber Road, north of Bratton Road, and south of Saratoga Boulevard. Planning Commission and Staff Recommendation (July 26, 2017): Approval of the change of zoning from the "CN-1" Neighborhood Commercial District to the "CG-2" General Commercial District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by CC Ventures Equities IV, LP ("Owner"), by changing the UDC Zoning Map in reference to the west 170 feet of Foxwood Estates City of Corpus Christi Page 9 Printed on 812412017 City Council Meeting Agenda-Draft August 29, 2017 Phase III, Block 11, Lot 2, from the "CN-1" Neighborhood Commercial District to the "CG-2" General Commercial District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo 0617-03 CC Ventures Equities IV, LP Ordinance 0617-03 CC Ventures Equities IV, LP Zoning Report 0617-03 CC Ventures Equities IV, LP w Exhibits Presentation 0617-03 CC Ventures IV, LP 22. 17-1024 Public Hearing and First Reading Ordinance -Rezoning property located at 1840 Saratoga Boulevard Case No. 0717-02 Bradley W. Shirley and Valerie V. Shirley: A change of zoning from the "RS-6" Single-Family 6 District to the "I L" Light Industrial District. The property is described as being Bohemian Colony Lands 6.379 acres out of Section 7, Lot 5, located north of Saratoga Boulevard and east of Greenwood Drive. Planning Commission and Staff Recommendation (July 26, 2017): Approval of the change of zoning from the "RS-6" Single-Family District to the "IL" Light Industrial District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Bradley W. Shirley and Valerie V. Shirley Cox ("Owner"), by changing the UDC Zoning Map in reference to Bohemian Colony Lands 6.379 acres out of Sec. 7, Lot 5, from the "RS-6" Single-Family 6 District to the "IL" Light Industrial District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Attachments: Agenda Memo 0717-02 Bradley W. Shirley and Valerie V. Shirley Ordinance 0717-02 Bradley W. Shirley and Valerie V. Shirley with Exhibits Presentation 0717-02 Bradley W Shirley and Valerie V Shirley Zoninq Report 0717-02 Bradley W. Shirley and Valerie V. Shirley with Exhibits N. REGULAR AGENDA: (ITEMS 23 -26) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 23. 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 Financial Policy update 8-16-17(redline).pdf City of Corpus Christi Page 10 Printed on 812412017 City Council Meeting Agenda-Draft August 29, 2017 Financial Policy update 8-16-17(clean copy).pdf 24. 17-1043 Second 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 (1st Reading 8122117) 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 25. 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 26. 17-1058 Amendment to Council Policies Resolution amending City Council Policy Section 14, allowing the City City of Corpus Christi Page 11 Printed on 812412017 City Council Meeting Agenda-Draft August 29, 2017 Council to appoint a person to serve as a director of both a Type A and Type B corporation, concurrently. Attachments: Agenda Memo-Type B.pdf Resolution-Type B.pdf DRAFT Cert. of Formation-Type B.pdf DRAFT Bylaws-Type B.pdf Q. FIRST READING ORDINANCES: (ITEMS 27 -29) 27. 17-1080 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 28. 17-1132 First Reading Ordinance -Approving the 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$142,224,600. Attachments: Agenda Memo-Capital Budget Ordinance-Capital Budget Presentation-8-29-17 Capital Budget 2018 29. 17-1069 First Reading Ordinance -Accepting and appropriating funds for the 2018 Comprehensive Selective Traffic Enforcement Project (STEP)within the Police Department Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the Texas Department of Transportation (TXDOT) in the amount of$155,000.09 for the 2018 Comprehensive Selective Traffic Enforcement Project (STEP) within the Police Department, for Driving While Intoxicated (DWI), speed enforcement, and distracted driving overtime, with a city match of $47,166.67, for a total project cost of$202,166.76 and appropriating $155,000.09 in the No. 1061 Police Grants Fund. Attachments: Agenda memo-STEP appropriation 08.29.2017 Ordinance-(STEP) grant 2017 Grant Agreement R. FUTURE AGENDA ITEMS: (ITEMS 30 -36) The following items are for Council's informational purposes only. No action will be City of Corpus Christi Page 12 Printed on 812412017 City Council Meeting Agenda-Draft August 29, 2017 taken and no public comment will be solicited. 30. 17-1019 Service Agreement for Health and Welfare Consulting Services Motion authorizing the City Manager or designee to execute service agreement with IPS Advisors, LLP of Dallas, Texas for health and welfare benefits consulting services in accordance with Request for Proposal (RFP) No. 973, based on best value for a total amount not to exceed $59,000 for the initial year, with a step price increase throughout the option years. The initial year's funding will be requested for FY 2017-18. The term of this agreement is for one year with option to extend for up to four additional one-year periods, subject to the sole discretion of the City. Attachments: Agenda Memo- Health and Welfare Benefits Consultinq Evaluation Matrix-Health and Welfare Benefits Consultinq Service Agreement-Health and Welfare Benefits Consulting.pdf Form 1295- Health and Welfare Benefits Consulting.pdf COF- Health and Welfare Benefits Consultinq 31. 17-0974 Purchase and Installation of Playground Equipment for Captain Falcon Park (4712 Oso Parkway) and Crestmont Park (3521 Cresthill Drive) Motion approving the purchase and installation of playground equipment at Captain Falcon Park from Park Place Recreation Designs, Inc., of San Antonio, Texas for$52,152.65, and the purchase and supervision of installation of playground equipment at Crestmont Park from Exerplay, Inc., of Cedar Crest New Mexico for$61,059.75, for a total not to exceed of$113,212.40 based on the cooperative purchasing agreement with the Local Government Purchasing Cooperative dba BuyBoard. Attachments: Agenda Memo- Playground Equip and Install at Falcon and Crestmont Parks Price Sheet- Playground Equip and Install at Falcon and Crestmont Parks Service Agreement-Playground Equip and Install at Capt. Falcon Park Form 1295- Park Place Recreation Designs, Inc..pdf Service Agreement-Playground Equipment and Install at Crestmont Park Form 1295- Exerplay. Inc. COF- Playground Equip and Install at Falcon and Crestmont Parks 32. 17-1009 Construction Contract for the Aquatic Facility Upgrades and Improvements -West Guth Pool Project Motion authorizing the City Manager, or designee, to execute a construction contract with Progressive Commercial Aquatics, Inc. of Houston, Texas in the amount of$1,512,189 for the Aquatic Facility City of Corpus Christi Page 13 Printed on 812412017 City Council Meeting Agenda-Draft August 29, 2017 Upgrades and Improvements - West Guth Pool project for the base bid plus additive alternates 1, 2 and 3. (Bond 2012 Proposition 4) Attachments: Agenda Memo-West Guth Pool Prosect Budget-West Guth Pool Location Map- E14007-West Guth Pool line map Letter of Recommendation West Guth Pool Renovations Form 1295- Progressive Commercial Aquatics Presentation-West Guth Pool 33. 17-0392 Professional Services Contract for the Bridge Rehabilitation Project(Capital Improvement Program) Motion authorizing the City Manager, or designee, to execute a professional services contract with LJA Engineering, Inc., of Corpus Christi, Texas in the amount of$114,950 for the Bridge Rehabilitation project. (Capital Improvement Program) (CIP) The term of this agreement is for one year with option to extend for two additional one-year periods subject to the sole discretion of the City based on sufficient funding and successful performance by the engineering firm. Attachments: Agenda Memo- Bridge Rehabilitation rev 8.23 Project Budget- Bridge Rehabilitation Location Map- Bridge Rehabilitation.pdf Presentation- Bridge Rehabilitation Contract-E12199- Bridge Rehabilitation 34. 17-0696 Supply Agreement for Concrete Motion authorizing City Manager, or designee, to execute a supply agreement with Custom-Crete, LLC, of Euless, Texas for the purchase of concrete in response to Request for Bid No. 958 based on the lowest responsive, responsible bid for a total amount not to exceed $105,700.00 with an estimated expenditure of$8,808.33 in FY2016-2017 and funded by the Storm 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. Attachments: Agenda Memo-Concrete Supplier for Curb and Gutter Work Bid Tab-Concrete Supplier for Curb and Gutter Work Supply Agreement-Concrete Supplier for Curb and Gutter Work Form 1295-Concrete Supplier for Curb and Gutter Work.pdf COF-Concrete Supplier for Curb and Gutter Work 35. 17-1061 Supply Agreement for Cement Stablizing Sand Motion authorizing City Manager, or designee, to execute a supply agreement with Aaron Concrete Contractors, of Aransas Pass, Texas City of Corpus Christi Page 14 Printed on 812412017 City Council Meeting Agenda-Draft August 29, 2017 for the supply of cement stabilizing sand in response to Request for Bid No. 1152 based on the lowest responsive, responsible bid for a total amount not to exceed $297,828.94, with an estimated expenditure of $24,819.08 in FY2016-2017. 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-Supplier for Cement Stabilizing Sand DRAFT Bid Tab-Supplier for Cement Stabilizing Sand Supply Agreement-Supplier for Cement Stabilizing Sand. Form 1295-Supplier for Cement Stabilizing Sand.pdf 36. 17-1062 Supply Agreement for Sodium Hypochlorite for Water and Wastewater Plants Motion authorizing City Manager, or designee, to execute a supply agreement with Brenntag Southwest, Inc., of Longview, Texas for the purchase of Sodium Hypochlorite ("chemical') in response to Request for Bid No. 1149 based on the lowest responsive, responsible bid for a total amount not to exceed $1,498,465.05, with an estimated expenditure of$124,872.09 in FY2016-2017 and funded by the Utilities 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. Attachments: Agenda Memo-Sodium Hypochlorite Bid Tabulation-Sodium Hypochlorite Supply Agreement-Sodium Hypochlorite Form 1295-Sodium Hypochlorite.pdf T. BRIEFINGS: (ITEMS 37 -40) Briefing information will be provided to the City Council during the Council meeting. Briefings are for Council information only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. 37. 17-0961 Texas State Aquarium by Tom Schmid, President and CEO Attachments: Agenda Memo -Texas State Aquarium Presentation-TSA CC Branding 38. 17-0910 Control Network Architcture Upgrade O.N. Stevens Water Treatment Plant (ONSWTP) High Service No. 3 Attachments: Agendao Memo-ONSWTP.docx Presentation-ONSWTP.pptx 39. 17-1126 Discussion regarding Appointments to the Charter Review Ad Hoc Committee Attachments: Agenda Memo-Appointment Process for the Charter Review Ad Hoc Committe City of Corpus Christi Page 15 Printed on 812412017 City Council Meeting Agenda-Draft August 29, 2017 Minutes 3-38-17 Charter Review Process 40. 17-1127 Discussion regarding Al Kruze Tennis Center U. EXECUTIVE SESSION: (ITEMS 41 -43) 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. 41. 17-1124 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). 42. 17-1079 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning claims and potential litigation related to the contract for the construction of the Mary Rhodes Pipeline Phase 2 - Pump Station/Sedimentation Basin and potential authorization of professional services agreement(s) with expert(s) for analysis of aforementioned claims. 43. 17-1123 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. City of Corpus Christi Page 16 Printed on 812412017 City Council Meeting Agenda-Draft August 29, 2017 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 17 Printed on 812412017 SC o� Va. AGENDA MEMORANDUM v Future item for the City Council meeting of August 22, 2017 NORROPP�EAction Item for the City Council meeting of August 29, 2017 1852 DATE: August 4, 2017 TO: Margie C. Rose, City Manager FROM: Mike Markle, Chief of Police mikema(a)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 Project to Date Fiscal Year: 2016- Expenditures 2017 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item 1 $157,2401 $157,240 BALANCE 1 $157,2401 $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 KNOW ALL BY THESE PRESENT COUNTY OF NUECES 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 Diana Barrera City Secretary County Clerk APPROVED AS TO FORM: Buck Brice Laura Garza Jimenez Assistant City Attorney County Attorney For City 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 Joe McComb City Secretary 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 SC o� Va. v Future Item for the City Council Meeting of August 22, 2017 NORROPpEO Action Item for the City Council Meeting of August 29, 2017 1852 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 Project to Date Fiscal Year: Expenditures Current Year Future Years TOTALS 2016-2017 (CIP only) (Estimated) (Estimated) (Estimated) Line Item Budget Encumbered / Expended Amount This item 2,999.87 32,998.57 35,998.44 BALANCE $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 I 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 Il.Tenn of the Contract to extend the end of the contract term to August 31,2018. II. The Parties agree to delete Article III. 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 1X.K. Ill. 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 552.115. 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 ew Texas Department of State Health Services Texas Department of State Health Services Contract Oversight and Support DCP/RLHS Contract Management Unit Atte: Princess Lindsay Attn: Lori Pate Mail Code 1326 Mail Code 1990 P.O.Box 149347 P.O. Box 149347 Austin,TX 787I4-9347 Austin,TX 78714-9347 Phone: 512-776-3713 Phone: 512-776-7428 Email: hs. t . Email: ri.Pat te. 1 V. The parties agree to delete Article DL General Terms and Conditions, Section C. Confidentiality, 1.,and replace with the following; 9--_QnildBGMWtV, 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 sighed 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 S IGNATURE PAGE FOR AMENDMENT No.01 CONTRACT No.537-16-011&00001A DEPARTA N OF ST TE HE TH CORPUS CHRISTI-NUECES COUNTY PUBLIC SERVI HEALTH DISTRICT(CTTY) 7 By: Mike MapYm Name: Assistant Deputy Co tni Sion Title: Date of Execution:. 0 Date of Execution: raved as io farm:_ Asses UY.4 a For C.. A:,GTEY 3 Contract Number:537-16-0118-00001 DEPARTMENT OF STATE HEALTH SERVICES (0 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. U. Te[M 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. Statement 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 thru 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. VSU Ramer Binh Am= Page I 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. J. 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. AMJL. 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 vsubusinesssmicesgdshs.state.tx.us. VII. Payment M thud. 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 itumft ai„a„ms >4F2 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. VEIL Renresentat3ves.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.Li ndsay@dshs.state.tx.us IX. General Tertus 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. C2at3dentiality. 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 nsatiu Binh Ac= Pale 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. Exehomee of Client-Identifying Ltfarmation.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 §533.004 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,,{r cot-ls/schedules.shtni, 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. J. SumexWon of SeCdaes Under This ContracIn the event of an emergency or information technology system failure, DSHS may temporarily suspend services without advance notice. VSU PAw is slnh A== Pap 4 TEXAS DEPARTMENT OF STATE HEALTH SERVICES P.O.Box 149347 Austin,Texas 78714-9347 1-888-963-7111 JOHN HELLERSTEDT,M TPY: 1-800-735-2989 COMMISSIONER www.dshs.state tx uc April 18,2016 Annette Rodriguez City of Corpus Christi P. O. Box 9727 Corpus Christi Texas 78469 Attcn: Tere Escalante Vital Records 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 Carpus 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.Lindsaya,dshs.state.tx_us. Sin%Hayn Caruchanan, MAHS,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 SC o� Va. AGENDA MEMORANDUM �RRPOP I Future Item for the City Council Meeting of August 22, 2017 NPE 1852 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(d)-cctexas.com (361) 826-1957 Kim Baker, Assistant Director of Financial Services-Purchasing Division Kim B2(o-)-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 DEPARTMENTALCLEARANCES: 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 PRICE SHEET PURCHASING DIVISION THERMOPLASTICS MATERIAL FOR STREETS DEPARTMENT BUYER: MICHAEL GUTIERREZ FLINT TRADING INC. THOMASCILLE, NC ITEM DESCRIPTION QTY. UNIT PRICE 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. IPM 125WH Q1 BD 8- "ONLY" 60 Pack $108.00 $ 6,480.00 TOTAL $ 80,689.20 SC �o 0 H v SUPPLY AGREEMENT NO. 1242 b6RPORAI 1852 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 Page 1 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 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: petermuCcctexas.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 Supplierwithin 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 Page 2 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 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 ordersigned by both parties. Change orders may be used to modify quantities as deemed necessary by the City. City of Corpus Christi Page 3 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 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 Page 4 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 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 Page 5 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 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, orjustice 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 Page 6 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 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 Page 7 of 7 Supply Agreement Standard Form Approved as to Legal Form 7/1/16 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 To � —-� Fax or Email: Price Quote Pago I Fli Phone.(336)x#75-66GO Ouaie a 00199009* nt Fax:(336)475-7900 47uote Bate 411 b14017 TRADING INC! eM ailr sales fllnttmJing.cnm 115 TODD COURT THOMA VILLE,NC 27360 p�I�71-I H CITY OF CORPUS CHRIST] 1 STkEET OPERATIONS g [IIITV OF CORPUS P 2525 HYGELA ROAD O C'11'Y >�L1SC1{RISTI i TX EIIRI S"TI,TX 784i5�11 l7 � AC�CEWWS PAYABLE DIVISION T 0 P_0.BOX 9377 � T CORPUS.CI IISTI_TQC 7"69 O Quote Amount 00.H!?.20 1NCO'TERNIS 171:ti'I[NAI ION SL51 SLs2 C353 DESIRED SHIP DATE SHIPNUMBER 04 SRB ov l0U"3017 TERMS VE5CRIIPTION CUSTOMER PO NO SHIP VIA No.30 Days QUOTE-AL OAVILA DF.STTKATION ITEM IG TX CL IJNITB ORDERED SHIPPED UNIT PFvICE EXTENSION O241NB Q PAGIS K.009M u,474moo 178,88 1Q.79#AIt PM 1 ZWM 02 NB W TUiRN ARW 8330240 0 PAQK 30.044044 0.0034M 155.12 4.6531B0 PM 1 Z5141H 02 ECF 9'1 d'STR ARW 5431064 0 PACK 300.04OM 0.000000 86.49 25.947_00 PM 125"030'80 12"WHITE LIME 8430566 0 PACK 300.004404 47.004049 85.30 25,890.100 PiN125WH Q1 F Bp 24`V041TE LINE "31065 0 PACK 5U.00U000 0.00040D 115.33 5.91910 PN112S"03Cr BD 18"WHFFE LIN€ 81 M102 0 PACK 60.004044 4 400400 100.00 GAN.00 PM12S4'41-I 01 6139"ONI..r' D 1 EACH 1.47440000 0.000000 0.00 4.04 TA CONTFiRDT 554�-A2 C,ONTRACT DELIVER ARO 5 DAYS t]U07 EB BY STEPHANIE BRYAN Thr; 7=ax nr E:ma�l: Price Quote Page 2 Phone:(33+6)475-6600 Quote# 00180009 li* nt Fax: (336)475-7900 Quote Date 411=017 TRADING INC! eMa[l: sales@flinitrading,oam 115 TODD COU M' THOMASVILLE,NC"27360 � 0[F371-r N CITY Of CORPUS CHRIST! S 00371 1 N11I:,1"I'01' kATIONS O CITY CII r`�l[tPLIS CHIl1ST1 i Tx P 2521 FIYGEIA ROADCORPUS�11[tIST[,TX794154,117 L ACCOUNTS PAYABLE DIVISION T D P-0, BOX 9277 T CORPUS CHISTI.TX 7W) 0 Otooto Amaunk $0,889.20 INC OTERVIS+ DFIsTrNA110N 9LS1 SLS2 C&ES DESIRED SHIP DATE SHIP NUMBER 04 Sri O-V IU12(f 17 TERMS DESCRIPTION CUSTOMER RQ NO SHIP VO4 Nct 30 Days VI'4 Y 1:-A 1.[}A.Vlt.A DEN ANA NON TEM ID 1-A CL UNFTS ORDERED SHIPPED UNIT PRJCE F-XTENSI014 Vft$ gCii your business. TAXABLE NONTAXABLE FREIGHT BALES TAI€ MVSC TOTAL 0.00 80.$$9.20 0100 000 OAG au.559�0 TOTALIDU E 80.880.20 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 1of1 Complete Nos.i-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING .1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-229005 Flint Trading, Inc. Thomasville, NC United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/27/2017 being filed. City of Corpus Christi Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or 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 Nature of interest 4 Name of Interested Party City,State,Country(place of business) (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 ``1ttiYllU ��� I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. x`,,`11611 6C'cf ELLEN C.TUTTLE =. Davidson County MyCornnusslon Expires = Signature of authorized agent of contracting business entity November 16,2021 AFFIX IMASTAMP! ES XBOVE V//;//,if IAt�Q```01" Sworn to and subscribed before me,by the said I fZ�. - 0 5 this the day of r) 20 4 :]_,to certify which,witness my hand and seal of office. I I LJY-1/02- V 44W a 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 Version V1.0.883 SC GO AGENDA MEMORANDUM Future Item for the City Council Meeting of August 22, 2017 Action Item for the City Council Meeting of August 29, 2017 NORPO P PE 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 0.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 American Denali Water Environmental Synagro of Process Solutions, Solutions (US) DRT Texas —CDR CONTRACTOR Group, Inc. LLC Ltd Biosolids Inc. Tacoma, WA RussAellllville, Tonawanda, NY Bloomer, WI Baltimore, MD BASE BID- 2,864,779.12 No Bid 2,805,878.33 2,946,183.60 4,115,337.03 OPTION A ADD. ALT NO. 1 (184,389.00) No Bid No Bid No Bid 16,205.00 OPTION A ONLY) TOTAL BASE BID OPTION A(+) 2,640,640.12 No Bid 2,805,878.33 2,946,183.60 4,132,322.03 ADD. ALT No. 1 ** BASE BID- No Bid 2,753,326.61 No Bid No Bid No Bid OPTION B ADD. ALT NO. 1 No Bid 35,820.00 No Bid No Bid No Bid (OPTION B ONLY) TOTAL BASE BID No Bid 2,753,326.61 No Bid No Bid No Bid OPTION B** Engineer's Opinion of 3,750,000 Probable Cost **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 CEFE LAND (Evaluation is based on removal of 18,000 dry tons and bids LANDFILL APPLICATION submitted by the two lowest bidders) REUSE (Option B) (Option A) Extended construction durations resulting in extended City construction 150 days 160 days oversight/inspection. The land application process without dewatering 265/da 265/da requires over 5 times the truck loads and therefore additional time to $39,750 $42,400 achieve an equivalent"dry ton" removal and processing. 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, $1.07/1,000 gal $1.07/1,000 gal the land application water loss is approximately 41 million gallons. The $14,462 $43,535 apparent low bidder for the Land Application elected not to use a similar dewatering process. Energy consumption cost is estimated at $35,820 billed directly to the $35,820 $0 City for dewatering the sludge at ONSWTP. 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 $9,900 $19,440 application that was only 10 miles. A rate of$0.09 per vehicle mile was used based on state wide toll averages. 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 Project to Date Current Year Future Years TOTALS 2016-2017 Expenditures 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 01 0 651,442 1651,442 Fund(s): Water Cl P#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 0.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 Design:................................................................................................................................ 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 N SCALE: N.T.S. NUECES RIVER 24 NUECES BAY AN NAVI LLE ✓pF 77 G�Toti 0 o RR�DOR U W Z Q ° 0 cF CORPUS CHRISTI sHl Op z qR� a o LEOPARD U � a ROBSTOWN z 44 CORPUS CHRISTI 44 O 2 INTERNATIONAL Q AIRPORT MpRpP p 358 Q p° Z 04Z N � � Q CD ID 32 c�Rp< Q° U ati ti o� 0 DD �R�TOcq CABANISS FI ELD 665 43 286 °sp LOCATION MAP NOT TO SCALE Project Number: E17050 2444- O.N. 444-O.N. Stevens Water Treatment Plant CITY COUNCIL EXHIBIT Intermediate Sludge Removal CITY OF CORPUS CHRISTI,TEXAS V441 Phase 1 - FY 18 DEPARTMENT OF ENGINEERING SERVICES = _ Carpus Chr Stl 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 PLAN INTERMEDIATE SLUDGE REMOVAL N PHASE I FY 2018 SCALE:N.T.S. NUECES RAY MINAMLLE n � A �E a CORPUS CHRISTI aiR a� LEOPARD WN CORPUS CHRI- ON286 NRPORT 1 � OR 358 - co, 2 Rp US C/� •. _-d 4 Project h 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 V* Treatment Residuals Eng neering a � • April 2O17 TCEQ received request for a Temporary Authorization (TA)to create Alternate Daily Cover(ADC)by mixing Water Treatment Residuals (WTR) and Mulch. May 2017 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 Option A(reuse Option B Land as ADC) Application 1.Actual Bid Construction Cost $2,640,640.12 $2,753,326.61 2. Indirect costs and benefits Extended construction duration based on contractor proposed $39,750 $42,400 project duration Water loss $14,462 $3,535 Energy consumption $35,820 No Bid Landfill cost benefit to reduce requirement for clean fill in lieu ($72,346) N/A of reuse of sludge residual/mulch as Alternate Daily Cover Street impacts with truck hauling $9,900 $19,440 Indirect Cost Comparison $27,586 $65,375 Project Schedule Carpus Chr sti tY Engineering 2017 i Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Bid & Construction Award Project Construction Estimate: 365 Days = 1 Year Schedule reflects City Council construction award in August 2017 with completion by September 2018 CERTIFICATE F INTERESTED PARTI FORM 3.295 1041 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-245434 American Process Group Inc. Tacoma,WA United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/04/2017 being filed. City of Corpus Christi Date Acknowledged- 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Project No. E17070 O.N.Stevens Water Treatment Plant Intermediate Sludge Removal Phase 1—FY 18 Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said �' �' this the t day of 20 to certify which,witness my hand and seal of office. i JUSTIN ®ANZO Student-at-Law A Commissioner for Oaths and Notary Public in and for the Province of Alberta. ,8ignature of bfficer adtVunistering oath Printed name of off&TEWffi—RnrFq0mfi at Her Majestylpftif$t icer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 LNV Solutions Today with a engineers I architects I 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 DIRT 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. I BUILDING 1,SUITE 240 AUSTIN,TEXAS 78735 OFFICE 512.381.8333 1 WWW.LNVINC.COM 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 m 0 EMIL 46/0 "1.Ig CR s2 Jepr Cp •Jr,-,\hy Cas 8 cRs:L�� WAp Q w ✓ ng U CR 44 CR 44 CR 42 CR48 _ CR46 ; n. i CR d1! CR44 CRM 6[urC3 so A ALPINE m i CR an , HVA, 44 AGRES t of31 xvn4N n in• a R MAGEE, \VZ'P uv RIVEN+_ t:'N3?"-lufJ i3T ZONE MAP Nueces Bay CR CR 364eS 2 '._ -- cs 34 -CR 38 CR 76 m a n La1r3 ��{ m }` '�� ; CR 3+ CR 34 Y CR X A CR 34 r n Z A CR32 y Fm 2626 n '� : ., SA p CR: 6ay.lsr '�, hir� n m m CR>0 91 w o A 4 A CR � C Cfl30..�- I 4p .p n CR 38 CR30. C 0 4 X -CR28, CR 28- -CR 26R u r. CR 28 CRn. CR26 CR26' CR26.. �� �.'I ys ' ��.r�. A A FM I3 a y CR26 CR26 .. Fm 665 F16p . rm4S .. F612J mu- 0 ~ CR Z t[ F#1666 L 10` CR ZZ CR 11 -CR 22.. CR 24 F 5 n (' ? I CR 22. CR 22. �.CR22 CR I_24t E F u m CR 2'2 CR 22 i A ♦ , t. fy z ea% 2 n p : a tw a 04PoeBF613444 -q ° <fs 1' 4/ _F1f, y CR2M 'Ltt" V. �. CR26 CRp CR26 A n ; I21M A 1 �, • r4 r p CR26. FY 21M-. 9 A��rpp , CR 20 CR 20 � - A n b _ �e ° ` ,i n A A ud w +.,iv : n 7 P �f (i' a •7 nCR 16 CR 1s 2 ACR is 8 _ I 1 CR 16 yCR �+ 2y '� CR iS SAp' a toy's CR16:. u 0 cR t1A � 1 G7 .'.i $ m u N m CR 11'CR 1I.i CR t4l CR71 CR 1131 -CAE, CR /IE r1 CR 11 LR t4'. LR t/1CR /a ;CR 11 A 7 3 CR 1131 n N w t+ ,zu FM 3331 n CR 12 mLI CR 12CR 12 --CR 12; CR 12 CR 12- p .... 0 12,OC-0 24,000 48,000 g LR 6..-CR6- WW1/1 CRto a Flet. MFM TO'', Fm TO' Fmi6 - Corpus -Christi Bay i f rAi $44„ d S�J ryh 0 '� �r v.� • F h.Jg,19;7.' ., , T:. IQso Bay 7a? .. ',..,, d €S/ C [( . a ( GOo! Mexico Zone ® 3 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 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 MINUTES 2. Mayor McComb referred to approval of the minutes. Council Member Lindsey -Opel made a motion to approve the minutes, seconded by Council Member Molina and passed unanimously. 3. Boards 4. Mayor McComb referred to the Consent Agenda. There were no comments from the public. Council members requested that Items 4 and 7 be pulled for individual consideration. City Secretary Rebecca L. Huerta announced that Council Member Lindsey -Opel was abstaining on Items 6 and 8. Council Member Garza made a motion to approve the consent agenda, seconded by Council Member Lindsey -Opel. The consent agenda items were passed and approved by one vote as follows: 6. Mayor McComb referred to Item 6. Council Member Lindsey -Opel abstained from this item. Council Member Garza made a motion to approve the motion, seconded by Council Member Vaughn. This Motion was passed and approved with the following vote: 8. Council Member Garza made a motion to approve the resolution, seconded by Council Member Vaughn. This Resolution was passed and approved with the following vote: 16. Mayor McComb recessed the regular City Council meeting to hold a special meeting of the North Padre Island Development Corporation. RECONVENE Mayor McComb reconvened the regular Council meeting. 17. Mayor McComb referred to Item 17. Assistant Police Chief Mike Alanis stated that the purpose of this item is to accept and appropriate a grant from the Texas Automobile Burglary Theft Prevention Authority (ABTA) grant in the amount of $410,973 to continue the motor vehicle theft enforcement grant with the Police Department for Yea 17, with a City match of 675,542, in-kind match of $48,889, and program income match of $9,517 for a total project costs of $1,144,924. There were no comments from the public. A council member commended the Police Department for continuously finding ways to fund Police Department activities. Council Member Rubio made a motion to approve the ordinance, seconded by Council Member Hunter. This Ordinance was passed on first reading and approved by the following vote: 18. Mayor McComb referred to Item 18. Assistant Police Chief Mike Alanis stated that the purpose of this item is to accept and appropriate a grant in the amount of $28,000 from the Texas Homeland Security State Administrative Agency for funding eligible under the FY2017 Local Board Security Program grant to reimburse overtime and fringe benefits for highway interdiction. There were no comments from the Council or the public. Council Member Molina made a motion to approve Item 18, seconded by Council Member Hunter. This Ordinance was passed on first reading and approved by the following vote: 19. Mayor McComb referred to Item 19. Director pf Public Health Annette Rodriguez stated that the purpose of this item is to accept, amend and appropriate a grant contract for the Tuberculosis Prevention and Control -State grant contract from the Texas Department of State Health Services in the amount of $61,645, with a City match of $12,329 for the contract period of September 1, 2017 through August 31, 2018. There were no comments from the Council or the public. Council Member Rubio made a motion to approve the ordinance, seconded by Council Member Lindsey - Opel. This Ordinance was passed on first reading and approved with the following vote: 20. Mayor McComb referred to Item 20. Director of Public Health Annette Rodriguez stated that the purpose of this item is to accept, amend and appropriate a grant contract for the Laboratory Response Network Influenza Surveillance and Epidemiology Activities grant in the amount of $10,000 from the Texas Department of State Health Services to provide flu testing for a two-year contract period from September 1, 2017 through August 31, 2019. There were no comments from the public. A council member asked questions regarding predictions for the upcoming flu season. Council member Guajardo made a motion to approve the ordinance, seconded by Council Member Rubio. This Ordinance was passed on first reading and approved with the following vote: 21. Mayor McComb referred to Item 21. Director of Public Health Annette Rodriguez stated that the purpose of this item is to accept, amend and appropriate a grant contract for the Regional Local Services System/Local Public Health System grant in the amount of $328,736 from the Texas Department of State Health Services to provide essential public health services for a two-year contract period from September 1, 2017 through August 31, 2017. There were no comments from the Council or the public. Council Member Guajardo made a motion to approve the ordinance, seconded by Council Member Lindsey -Opel. This Ordinance was passed on first reading and approved with the following vote: 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 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 for the City Council Meeting of August 29, 2017 DATE: August 22, 2017 TO: Margie C. Rose, City Manager FROM: Eddie Houlihan, Director of Management & Budget EddieHo@cctexas.com (361) 826-3792 Public Hearing on Fiscal Year 2017-2018 Operating Budget CAPTION: Public hearing for the City of Corpus Christi Fiscal Year 2017-2018 Operating Budget for August 29, 2017 during the regular City Council meeting beginning at 11:30 am at City Hall, 1201 Leopard Street, Corpus Christi, Texas. This budget will raise more total property taxes than last year's budget by $4,034,005 (General Fund $2,506,865 Debt Service Fund $1,527,140), or 3.7%, and of that amount an estimated $2,668,101 is tax revenue to be raised from new property added to the tax roll this year. PURPOSE: Section 102.006 of the Texas Local Government Code requires 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. Section 102.007 (c) of the Texas Local Government Code requires a separate vote on a budget that will require raising more revenue from property taxes than the previous year shall be ratified by a separate vote from the adoption of the budget or tax rate. BACKGROUND AND FINDINGS: City Charter requires City Council to review and act on the Operating Budget on a yearly basis. ALTERNATIVES: None. This public hearing and approval of budget is required by City Charter. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: This item conforms to City Policy. EMERGENCY / NON -EMERGENCY: This is a non -emergency item. DEPARTMENTAL CLEARANCES: Office of Management and Budget FINANCIAL IMPACT: 0 Operating 0 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 Comments: RECOMMENDATION: LIST OF SUPPORTING DOCUMENTS: FY 2017-2018 Operating Budget Presentation Schedule of Amendments PROPOSED OPERATING BUDGET FY 2017-2018 PUBLIC HEARING August 29, 2017 R MISSION & MISSION ELEMENTS Mission The mission of the City of Corpus Christi, is to deliver municipal services which meet the vital health, safety and general welfare needs of its residents and which sustain and improve their quality of life. As we work to achieve this mission, we will employ fiscal discipline, continuous improvement, first rate customer service and straight forward communication. In this work, we will tolerate no mediocrity. EMPLOYEES EMPLOYEES (in FTEs) FY 2015-2016 FY 2016-2017 General Internal Service Enterprise Special Revenue Subtotal Grants Total 1,761.2 299 738.4 297.1 3,095.7 111.23 3,206.93 1,762.7 298 737.4 310.8 3,108.9 111.23 3,220.13 1,741.7 290 742.4 293.2 3,067.3 111.23 3,178.53 FY 2017-2018 PROPOSED REVENUE REVENUE FY 2015-2016 ACTUALS FY 2016-2017 ESTIMATED General Fund Internal Service Enterprise Special Revenue Debt Service TOTAL 232,507,749 86,890,653 283,283,043 105,535,$25 213,343,810 $921,561,081 230,260,997 95,080,366 292,769,955 118,580,743 124,443,737 $861,135,797 237,279,000 107,912,423 307,385,032 108,553,246 118,974,334 $880,104,035 TOTAL EXPENDITURES DEPARTMENT FY 2015-2016 ACTUALS FY 2016-2017 BUDGET FY 2016-2017 ESTIMATED FY 2017-2018 PROPOSED General Fund Internal Service L Special Revenue Debt Service la Enterprise TOTAL $ 232,261,115 92,518,029 272,180,889 84,831,983 210,120,214 $891,912,230 % 26 10 30 10 24 100% $ 236,744,888 114,762,810 326,821,970 140,214,231 124,101,966 $942,645,865 % 11 25 12 35 15 13 l00% $ 233,780,750 107,972,117 315,276,380 121,255,849 123,849,573 $902,134,669 % 26 12 35 13 14 l00% $ II 237,279,000 II 112,173,52911 309,034,834 I 95,834,204 I 122,224,564 $876,546,131 % 27 13 35 11 14 l00% PROPOSED FY 2017-2018 BUDGET HIGHLIGHTS GENERAL FUND: • Funded Fire ($1,098,805) & Police ($790,689) Contractual Increases • Funded Employee Step Increases ($1,188,000) • Added Animal Control Program Manager ($85,157) • Increased Budget for Police Marked Units ($390,294) • Funded Maintenance of replacement Reporting Software for Municipal Courts ($140,000) • Natatorium Renovations ($500,000) INTERNAL SERVICE FUNDS: • Funded Employee Step Increases ($470,864) • Rebated Information Technology Fund Balance ($1,500,000) • Eliminated 2 Application Analyst Position — Information Technology (-$133,481) • Funded Police vehicles ($417,000) & Increases in in-house repair costs ($266,539) with excess Fleet Fund Balance • Use Facilities excess fund balance for capital projects ($955,000) • Eliminated Survey (-$450,213) & Land Acquisition (-$238,256) Divisions from Engineering • Added Wellness Coordinator for Health Benefits Division PROPOSED FY 2017-2018 BUDGET HIGHLIGHTS CONTINUED ENTERPRISE FUNDS: • Funded Employee Step Increases ($887,373) • Increased Budget for Interest and Banking Fees — Utility Business Office ($270,000) • Converted 7 Temp Positions to 5 Full Time FTEs — Utilities ($192,589) • Increased Budget for Chemical Purchases — Utilities ($2,409,359) SPECIAL REVENUE FUNDS: • Funded Employee Step Increases ($409,635) • Added 4 Inspector II for Backflow Program — Development Services (306,576) • Added 1 Inspector II for Zoning & Civil Work — Development Services ($54,947) • Increased Budget for Street Stripping Program — Streets Fund ($196,000) • Increased Budget for Radar Detection System — Streets Fund ($100,000) • Increased Budget for Traffic Signal Maintenance — Streets Fund ($196,000) 5 -Year Property Tax Rates (M&O/I&S) Adopted Tax Rate per $loo Valuation 0.61 / 0.6 7 0.59 / 0.606264 0.585264 0.58 0.570557 0.57 / 0.56 0.55 0.606264 0.606264 FY2014 FY2015 FY2016 FY2017 Proposed FY2018 1 $ 491384,7ail Projected Changes $ (o) Projected Ending Balance 09/30/18 S • 8 Reserved $ 40,337,43 Unreserved 5__9_,(j42,3s121 GENERAL FUND PROJECTED CHANGE IN FUND BALANCE Estimated Beginning Balance 10/1/17 Target $ 40,337,430 INTERNAL SERVICE FUNDS PROJECTED CHANGE IN FUND BALANCE 10 Estimated Beginning Balance 10/1/17 Projected Changes Projected Ending Balance 09/30/18 Reserved Unreserved $ 43,339,022J $ (4,261,107) $ 38,749,177 $ 27,541,875 $ 11,536,041 SPECIAL REVENUE FUNDS PROJECTED CHANGE IN FUND BALANCE 11 Estimated Beginning Balance 10/1/17 $ 109,664,22 ij Projected Changes $ 12,719,043 Projected Ending Balance 09/30/18 $ 122,383,265 1 Reserved $ 122,383,265 Unrestricted $ - ENTERPRISE FUNDS PROJECTED CHANGE IN FUND BALANCE 12 Estimated Beginning Balance 10/1/17 Projected Changes $ 118,475,826 $ (1,649,803) Projected Ending Balance 09/30/18 $ 116,826,o23 111 Reserved $ 67,947,144 Reserved- CIP $ 43,545,998 Unreserved $ 5,332,881 SUMMARY OF PROPOSED AMENDMENTS 41, Special Revenue Funds Expenditures: Reinvestment Zone II $(89,500) KEY DATES September 12, 2017 1st Reading Proposed Operating Budget September 19, 2017 2nd Reading & Final Adoption of Operating Budget AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of August 29, 2017 Second Reading for the City Council Meeting of September 12, 2017 DATE: August 1, 2017 TO: Margie C. Rose, City Manager FROM: William J. Green, P.E., Interim Director, Development Services Department BilIG@cctexas.com (361) 826-3276 Public Hearing and First Reading Ordinance - Rezoning property located at 6802 Weber Road CAPTION: Case No. 0617-03 CC Ventures Equities IV, LP: A change of zoning from the "CN -1" Neighborhood Commercial District to "CG -2" General Commercial District. The property is described as being 0.839 acres out of the west 170 feet of Foxwood Estates Phase III, Block 11, Lot 2, located along the east side of Weber Road, north of Bratton Road, and south of Saratoga Boulevard. PURPOSE: The purpose of this item is to rezone the property to allow for the construction of an Express Tunnel Carwash. RECOMMENDATION: Planning Commission and Staff Recommendation (July 26, 2017): Approval of the change of zoning from the "CN -1" Neighborhood Commercial District to "CG -2" General Commercial District. Vote Results: For: 9 Against: 0 Absent: 0 Abstained: 0 BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District to allow for the construction of an Express Tunnel Carwash on the 64,500 square feet. abutting Weber Road. The remainder will remain "CN -1" Neighborhood Commercial District to act as a zoning transition buffer. A small retail center is planned for the Neighborhood Commercial portion. The proposed rezoning to the "CG -2" General Commercial District is consistent with the adopted Future Land Use Map, PIanCC, and the Southside Area Development Plan. The proposed rezoning is compatible with uses for the ACUZ zone APZ-2. The provided site plan and noise diagrams are designed to minimize noise to the residential properties to the east. ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The subject property is located within the boundaries the Southside Area Development Plan and is planned for commercial uses. The proposed rezoning to the "CG -2" General Commercial District is consistent with the adopted Future Land Use Map, PIanCC, and the Southside Area Development Plan. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission 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 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Ordinance amending the Unified Development Code ("UDC"), upon application by CC Ventures Equities IV, LP ("Owner"), by changing the UDC Zoning Map in reference to the west 170 feet of Foxwood Estates Phase III, Block 11, Lot 2, from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of CC Ventures Equities IV, LP. ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held on Wednesday, July 26, 2017, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District, and on Tuesday, August 29, 2017, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by CC Ventures Equities IV, LP ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City") is amended by changing the zoning on a property described as being the west 170 feet of Foxwood Estates Phase III, Block 11, Lot 2, located along the east side of Weber Road, north of Bratton Road, and south of Saratoga Boulevard (the "Property"), from "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District (Zoning Map No. 047034), as shown in Exhibits "A" and "B". Exhibit A, which is a metes and bounds description of the Property, and Exhibit B, which is a map to accompany the metes and bounds, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. K:\DevelopmentSvcs\SHARED\ZONING CASES\2017\0617-03 CC Ventures Equities IV, LP\Council Documents\Ordinance_0617- 03_CC Ventures Equities IV, LP.docx Page 2 of 3 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 K:\DevelopmentSvcs\SHARED\ZONING CASES\2017\0617-03 CC Ventures Equities IV, LP\Council Documents\Ordinance_0617- 03_CC Ventures Equities IV, LP.docx Page 3 of 3 STATE OF TEXAS COUNTY OF NUECES Field notes of a 0.839 acre tract being the west 170.00 feet of Lot 2, Block 11, Foxwood Estates Phase III, as shown on a map recorded in Volume 65, Page 158, Map Records Nueces County, Texas. Said 0.839 acre tract being more particularly described as follows: BEGINNING at a point in the southeast right of way of Weber Road, for the common west corner of Lots 1 and 2, Block 11, and for the west corner of this survey. THENCE with the common line of Lot 2 and Weber Road, North 28°43'02" East, a distance of 215.00 feet to a point for the common west corner of Lot 2, Block 11, and Block 1, Country Club Estates Unit 31, as shown on a map recorded in Volume 57, Page 148, Map Records Nueces County, Texas, and for the north corner of this survey. THENCE with the common line of Lot 2, Block 11, and of said Block 1, Country Club Estates Unit 31, South 61°49'51" East, a distance of 170.00 feet to a point for the east corner of this survey. THENCE South 28°43'04" West, a distance of 214.83 feet to a point in the common line of Lots 1 and 2, and for the south corner of this survey. THENCE with the common line of Lots 1 and 2, North 61°53'17" West, a distance of 170.00 feet to the POINT of BEGINNING of this tract, and containing 0.839 acres of land, more or less. Notes: 1.) Bearings are based on the Foxwood Estates Phase III plat as shown on a map recorded in Volume 65, Page 158, Map Records Nueces County, Texas.. 2.) A Map of equal date accompanies this Metes and Bounds description. 3.) Set 5/8" iron rod = iron rod set with yellow plastic cap labeled Brister Surveying. 4.) This metes and bounds description does not represent an on the ground survey. I, Ronald E. Brister do hereby certify that this survey of the property legally described herein is correct to the best of my knowledge and belief. o1naa2& '&zdl-a. Ronald E. Brister, RPLS No. 5407 Date: May 19, 2017. Job No. 170791 EXHIBIT A SURVEY OF A 0.839 ACRE TRACT BEING THE WEST 170.00 FEET OF LOT 2, BLOCK 11, FOXWOOD ESTATES PHASE III, AS SHOWN ON A MAP RECORDED IN VOLUME 65, PAGE 158, MAP RECORDS NUECES COUNTY, TEXAS. SCALE 1" = 40' R u1 N v P.O.B. COUNTRY CLUB ESTATES UNIT 31 BLOCK 1, LOTS 48 - 50 VOL. 57, PG. 148 M.R.N.C.T. S61° 49' 51"E 170.00' n 0 V1 7.5' U.E. WEST 170.00' LOT 2 0.839 ACRES 36,534 S.F. Q = PROPERTY CORNER N61° 53' 17"W 170.00' LOT 1 O S28° 43' 04"W REMAINDER REMAINDER OF LOT 2 Brister Surveying 4455 Smith Padre Island Drive Suite 51 Corpus Christi, Texan 78411 Off 361-850-1800 Fax 361-850.1802 Briste rsurveyi ngC?corpus.twcbc.com Firm Registration No. 10072800 RY GRAPHIC PLOTTING ONLY, THIS PROPERTY IS LOCATED WITHIN ZONE AS DEFINED BY THE FEDERAL EMERGENCY MANAGEMENT MAPS. COMMUNITY PANEL 485494 0508 D DATED JUNE 4, 1987 AND ❑ 1S ® IS NOT LOCATED IN A DESIGNATED YEAR FLOOD ZONE. SURVEY DATE MAY 19, 2017 JOB NO. 170791 NOTES: 1.) TOTAL SURVEYED AREA IS 0.839 ACRES. 2.) BEARINGS ARE BASED ON THE FOXWOOD ESTATES PHASE 111 PLAT AS SHOWN ON THE MAP RECORDED IN VOLUME 65, PAGE 158, M.R.N.C.T. 3.) SET 5)8" IRON ROD = IRON ROD SET WITH YELLOW PLASTIC CAP LABELED BRISTER SURVEYING. 4.) THIS SURVEY DOES NOT REPRESENT AN ON TILE GROUND SURVEY. THIS SURVEY DOES NOT INCLUDE TI1E RESEARCH, INVESTIGATION, OR LOCATIONS OF ALL SERVITUDES, EASEMENTS, RIGHT OF WAYS, OR UTILITIES ON THIS PROPERTY. I, RONALD E. BRISTER DO I IEREBY CERTIFY THAT THIS SURVEY OFTIIE PROPERTY LEGALLY DESCRIBED HEREIN I5 CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF. Dna. e ' ;,(04:dz_ RONALD E. BRISTER R.P.L.S. NO. 5407 EXHIBIT B PLANNING COMMISSION FINAL REPORT Case No. 0617-03 INFOR No. 17ZN1021 Planning Commission Hearing Date: July 26, 2017 Applicant & Legal Description Owner: CC Ventures Equities IV, LP Applicant/Representative: Saquib Ahmed Location Address: 6802 Weber Road Legal Description: Being 0.839 acres of of the west 170 feet of Foxwood Estates Phase III, Block 11, Lot 2, located along the east side of Weber Road, north of Bratton Road, and south of Saratoga Boulevard. Zoning Request From: "CN -1" Neighborhood Commercial District To: "CG -2" General Commercial District Area: 0.893 acres Purpose of Request: To allow for the construction of an Express Tunnel Car Wash on the western portion of the property fronting Weber Road and retain the Neighborhood Commercial on the eastern portion of the property to act as a zoning buffer. Existing Zoning and Land Uses Existing Zoning District ExistU eland Future Land Use Site "CN -1" Neighborhood Commercial District Vacant Commercial North ""CG -2" General Commercial Commercial Commercial South "CN -1" Neighborhood Commercial District Commercial Commercial East "RS -6" Single -Family 6 Low Density Residential Medium Density Residential West "IL" Light Industrial Commercial Commercial ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Southside Area Development Plan and is planned for commercial uses. The proposed rezoning to the "CG -2" General Commercial District is consistent with the adopted Future Land Use Map and Southside ADP. Map No.: 047034 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 215 feet of street frontage along Weber Road which is designated as an "A3" Primary Arterial Divided Street. Staff Report Page 2 i § a Lpi+ N ci Street Urban Transportation Plan Type Proposed Section Existing Section Traffic Volume Weber Road "A3" Primary Arterial 95' ROW 64' paved 90' ROW 70' paved 3,301 ADT (2013) Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District to allow for the construction of an Express Tunnel Carwash on the western portion of the property fronting Weber Road and retain the Neighborhood Commercial on the eastern portion of the property to act as a zoning buffer. The Neighborhood Commercial District portion would be developed as retail space for lease. Development Plan: The subject property is comprised of 0.893 acres and is proposed to be an Express Tunnel Carwash fronting Weber Road with a 15,000 sf. leased retail building on the remainder of the property adjacent to the abutting residential use. Existing Land Uses & Zoning: The subject property is currently zoned "CN -1" Neighborhood Commercial District and is vacant land. To the east is Summer Wind Village subdivision with single-family residences zoned "RS -6" Single -Family 6 District. The subdivision was platted in 2013. To the north, rezoning cases occurred in 1981 to "CG -2" General Commercial District and is operating as a self -storage facility. To the south is a convenience store with fuel sales and is zoned "CN -1" Neighborhood Commercial District, which was rezoned in 2005. To the east, across Weber Road is "IL" Light Industrial District, rezoned in 1982, with uses that include a pest control center and gym/recreational facility. AICUZ: The subject property is located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). It is located in the APZ-2 zone. It meets the compatibility requirement of SLCUM 55 in and APZ-2 zone as outlined in the Unified Development Code. The Airport Operations Manager confirmed the use is appropriate. Plat Status: The property is platted. PIanCC & Area Development Plan Consistency: The subject property is located within the boundaries of the Southside Area Development Plan (ADP). The proposed rezoning to the "CG -2" General Commercial is consistent with the Future Land Use Map and with the following policies of the Southside ADP and PIanCC: • High-intensity commercial and industrial areas should be buffered to provide transition from low-density residential areas through the existence of: A) Main roads; B) Public and institutional buildings; C) Open space; D) Scale of design; and E) Other transitional land uses. (Southside ADP Policy Statement 8.6) • Corpus Christi is able to attract and retain firms because of its competitive assets and supportive business environment. (Plan CC, Element 4, Goal 2). Staff Report Page 3 • Encourage orderly growth of new residential, commercial, and industrial areas. (PIanCC, Element 7, Goal 1, Strategy 4). • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. (PIanCC, Element 7, Goal 1, Strategy 5). Department Comments: • The proposed rezoning is compatible with the Future Land Use Map, PIanCC, and the Southside Area Development Plan (ADP). The proposed rezoning is also compatible with neighboring properties and with the general character of the surrounding area. • Surrounding properties have been rezoned with a pattern towards commercial development. • The dryers for the bay face Weber Road and according to the specifications emit 75 decibels at 100 feet. • The compression for the vacuum system consist of one compressor that will be placed underground. • The property abutting the residential zoning will remain CN -1 to maintain the current buffer to protect the residences. The retail development will still need to abide all requirements of the Unified Development Code (UDC). Specific requirements would entail a 10 foot buffer between the CN -1 and residential with 10 points to obtain. Additionally, the "CN -1" District does not allow bars, pubs, taverns, or nightclubs. • The use is appropriate for the APZ-2 overlay. • There was a previous case in 2005 for multi -family and commercial use for this property. At that time the application specified the land would be used for multi- family and commercial uses, however, the specific commercial use was not indicated at that time. The application was denied for the multifamily use and the commercial use was maintained. Planning Commission and Staff Recommendation (July 26, 2017): Approval of the change of zoning from the "CN -1" Neighborhood Commercial District to the "CG -2" General Commercial District. Vote Results: For: 6 Opposed: 0 Absent: 3 Abstained: 0 Staff Report Page 4 Public Notification Number of Notices Mailed — 14 within 200 -foot notification area 5 outside notification area As of July 25, 2017: In Favor — 1 inside notification area — 0 outside notification area In Opposition — 0 inside notification area — 0 outside notification area Totaling 0.0% of the land within the 200 -foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) C. Outdoor Dryer Noise Diagram and Underground Vacuum Pump Noise Diagram D. Site Plan K:\DevelopmentSvcs\SHARED\ZONING CASES\2017\0617-03 CC Ventures Equities IV, LP\Council Documents\CC Report_0617-03_CC Ventures Equities IV, LP.docx CASE: 0617-03 ZONING & NOTICE AREA RM -1 Multifamily 1 RM -2 Multifamily 2 RM -3 Multifamily 3 ON Professional Office RM -AT Multifamily AT CN -1 Neighborhood Commercial CN -2 Neighborhood Commercial CR -1 Resort Commercial CR -2 CG -1 CG -2 CI CBD CR -3 FR H BP Resort Commercial General Commercial General Commercial Intensive Commercial Downtown Commercial Resort Commercial Farm Rural Historic Overlay Business Park IL Light Industrial IH Heavy Industrial PUD Planned Unit Dev. Overlay RS -10 Single -Family 10 RS -6 Single -Family 6 RS -4.5 Single -Family 4.5 RS -TF Two -Family RS -15 Single -Family 15 RE Residential Estate RS-TH Townhouse SP Special Permit RV Recreational Vehicle Park RMH Manufactured Home Subject Property O Owners with 200' buffer in favor 4 Owners within 200' listed on �/ Owners attached ownership table V in opposition 4,44910 04 SUBJECT PROPERTY LOCATION MAP 1 City of Corpus Christi EXHIBIT A City of Corpus Christi Development Services Dept. P.O. Box 9277 Corpus Christi, Texas 78469 1 578500040010 SRF INC 615 S UPPER BROADWAY Corpus Christi, TX 78401 3 >v , `r4pGRN'QG � n {ar U.S. POSTAGE }PITNEY BOWES ZIP 78412 $ 000.46° 02 4Y1 0000340617 JUL 14 2017 flEGEIVEfl JUL 152017U BY: CASE: 0617-03 SUBJECT PROPERTY WITH ZONING 51,epct Property 11M41 Iaullllar.., 1 1111-7 kuR8.rnRy 7 RM -I Ilun,lamly 1 GH Pra,..sa.rw OMo. RM.AT Mun1.mly AT [R•1 RNIe30111033 C.nrmerel. CR.2 11.0&O03.n3ed Cemmlrtll C11.1 Rnan Camm.P21.1 CR -2 R.a.n Canw.rcnl CG -I G.MNI Ci1m.r.kl CG -0 G.n.ral c nml..wal CI *11.10.10.. C e mnr.r. k l CGA Da.mta.e Comm.rsk CII -3 Resort Co.m.rckl fR Farm Rural R Hnlonc Gr.rk, RP Mien.. Pm* IL LI3M In.u1Rk1 SI IN..r 1ntlustnp PGG Planned Una Ore Oren., R3.10 3.-13-Fanwy to 1134 3.01efi1*I, I 113J 1 ]'npkJ.mly a f R5-17 roe-2May R3 1e 3mpl..amly 11 RE R..Iearnlal ILIUM R3.IH 111..434.14.1 SP Speck! Poem II RV RSctuepnal Nn11N Park RYH Man.kamN6 Hem. SUBJECT PROPERTY _ - T P LOCATION MAP City of Copus Christi i. EXHIBIT B Persons with disabilities planning to attend this meeting, who may require special services, are requested to contact the Development Services Department at least 48 hours in advance at (361) 826-3240. Personas con incapacidades, que tienen la intencion de asistir a esta iunta v clue requieren servicios especiales, se les suplica clue den aviso 48 horas antes de la junta llamando al departamento de servicios de desarrollo, al numero (361) 826-3240. If you wish to address the Commission during the meeting and your English is limited, please call the Development Services Department at (361) 826-3240 at least 48 hours in advance to request an interpreter be present during the meeting. Si usted desea diriairse a la commission durante la junta v su irides es limitado, favor de Ilamar al departamento de servicios de desarrollo al numero (361) 826-3240 al menos 48 horas antes de la junta para solicitar un interprete ser presente durante la junta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0617-03 CC Ventures Equities IV. LP. has petitioned the City of Corpus Christi to consider a change of zoning from the "CN -1" Neiqhborhood Commercial District to the "CG -2" General Commercial, not resulting in a change to the Future Land Use Map. The property to be rezoned is described as: Being the west 170 feet of Foxwood Estates Phase 111, Block 11, Lot 2, located along the east side of Weber Road, north of Bratton Road, and south of Saratoga Boulevard. The Planning Commission may recommend to City Council approval or denial, or approval of an intermediate zoning classification and/or Special Permit. Approval of a change of zoning, if inconsistent with the City's Comprehensive Plan, will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. The Planning Commission will conduct a public hearing for this rezoning request to discuss and formulate a recommendation to the City Council. The public hearing will be held on Wednesday, July 26, 2017, during one of the Planning Commission's regular meetings, which begins at 5:30 p.m., in the City Council Chambers, 1201 Leopard Street. You are invited to attend this public hearing to express your views on this rezoning request. For more information, please call (361) 826-3240. TO BE ON RECORD, THIS FORM MUST BE FILLED OUT, SIGNED BY THE CURRENT PROPERTY OWNER(S) AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. 0. BOX 9277, CORPUS CHRISTI, TEXAS 78469- 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. NOTE: In accordance with the Planning Commission By -Laws, no discussion shall be held by a member or members of this Commission with an applicant or appellant concerning an application or appeal, either at home or office, or in person, by telephone call or by letter. Printed Name: Ft /AU Address: S. t)Pleig ZrOadttkli City/State: 614 764° ( IN FAVOR ( ) IN OPPOSITION Phone: I) Uf 17 REASON: SEE MAP ON REVERSE SIDE INFOR Case No.: 17ZN1021 Property Owner ID: 1 titel& CdP) Signature caa EXHIBIT B Case No. 0617-03 Project Manager: Laura Sheldon Email: LauraS2@cctexas.com 4 3 717 2 1 Enviromental Noise with Vacuum OFF: 70 dba 24.00-i 50 Feet 74-dba I MATIRtAL Default 4 MACHINING plikerGeda TOLERANCES APPROVED THIRD A P� PRACT.b.. v1o. SPEAK All. 9MARP CCOMEPE SIDICA.4. Ila LATtf,URY DkSIRIPi ION PART TO LL PRL[ CO BOPS XXX mum.. Ltw VACUUM UmniCTIeRPAU mom PTM • r "'R :.ma O .ae .oa�'0�"�`cr vas. N" PART NUMBER ALL p..C.Rtr1$ ARL PPC*$ PPM* 1 5 i..1i/.•rA .0 .., ....k...0.17.0 WL O. 1 1m M. Adm i.1MlL.alnt.•VO.w 91EET 1r loaf i.1TJ....W..0 41.tl....L..F� 1 OF 1 4233 1 57:00 1/24/2012 SONNY'S ENTERPRISES The CLAWASH FACTORY VACUUM. 25HP MOTOR AND TURBINE 37-H azz A N.T.S. 4 3 2 EXHIBIT C UNDERGROUND VACUUM PUMP 1 4 3 I 2 1 Enviromental Noise with Dryer OFF: 70 dba 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 / 1 1 1 / I 1 1 1 1 / fe w/ 1 / .74 kZ/j/ez' a/ / E /./ /teeti /-o °4�/ / / / / / oo^? i / /. / / / / / / /. / 4 THIRD WIZ PROICTUR MAW ALL SHAKO CORNERS " i00R CATEGORY WART TO RL MR OF BURRS ).AA NNOWA. 0MI waumtt.r Maw u, MACFYINING predecia TOLERANCES APPROVED TRACTION. W+r URLDDSOTRENVAlR MOP= ALL DKRUh4 ARe W WOKS MATERIAL 8/26/2011 8/1/2012 BLOWER SONNY'S ENTERPRISES THE CARWASH FACTORY 'DESCRIPTION 'RF OWO Nun ovoin A0N PARI NW4BER ItRtI tWl SC Iwr vuvncnowocos o. TweCasare tOmen ...ILOr°'On PCa TC IIx IMP sreanRn §le ET c..nM.R eoec.+.n WG Au RcMIRSIeRMC 2 OF 2 BLOWER ASSEMBLY, ONE ARCH 4SHP fiL1-45HP-1 'SIZE A 'SCALE N.T.S. 4 3 2 EXHIBIT C OUTDOOR DRYERS FACING WEBER ROAD 1 A SONNY'S CARWASH The 7'i�nnel ExpertsTM DESIGN SERVICES 214.83' 05.31.17 05.31.17 LV JCH Dote: Revision Date: Created By: Revised By: Checked By: !\SONNY'S' L _Jibe CarWash Factory b://....Senorabireaoom � ° �� 1- — 10 — Vac-Boom(11'_W) 1- — — _ o o 4 o �� 0 o 0 CARWASH LAYOUT "DRAFT" ,® 2017 SONNY'S ENTERPRISES INC. 1 16DS Hiatus Rood. Tamara, FL. 33321 USA. TEL.SOD-327-8721 i 10 Vac-Boom(11'_W) o I / _ 100'Conveyor: _ _ _ — 0" R23'— r• r mt "0 °l' .nt+,M ! I SITE LEGEND 1--'.___----. --- L— r y 2(Y L -B/L 15''8.81 1 Planck. Parking Proposed Curb site eaaneonane — — 107'-4" L 215.00' J aeneo se GENERAL NGTES 62'-10' X „na. r aoata a. gr .a._ easenom noted, PRELIMINARY PLAN NOTE WEBER ROAD .wmM1 best available been t intern.. provided by tx customer. wiMout Me bene![ of a Y .� - BsstWIWI �� s�� 1120 Parts Is Bferari • Afferdable Controls, L® __ in sone cases. the engineer a Conducted ariy regarding, �<[�i permitted sellinglandscaping. us trry acre. . way ee<e'amelaaema, mite t benefit accurate ...prob., orientationand Sheet Rev. condition, and compliance WI. Federal, Sta. & local building C.e, lb the exclus.ve rebpor,ibility of III ,u,torner and/or i. 2M1 eEn max �a_ & Lrade secr Lr ol SONNY'S En Lerpr Inc Any unauLhorizetl uge or Os losure to a, or port, r, �d,xa a .ra,a n,an M1rsra��,r,,.ar, 17301—05— AHMED FAIZ—CORPUS 01 nor_.n , other oa , r, if for noreoent, e e a=se�a. Scale: N.T.S. 1 Location: TX —0 EXHIBIT D Zoning Case #0617-03 CC Ventures Equities IV, LP From: "CN -1" Neighborhood Commercial District To: "CG -2" General Commercial District City Council Presentation August 29, 2017 Aerial Overview Vicinity Map Subject Property at 6802 Weber Road N Zoning Pattern UDC Requirements Buffer Yards: "CG -2" to "CN -1" None "CN -1" to "RS -6" Type B: 10'/10 pts. Noise: 7' Wall Setbacks: Street: 20 feet Side: 0 feet Rear: 0 feet Parking: 2 spaces/bay *Bars/Nightclubs Not Allowed Due to Distance to Church Staff Recommendation Approval of the "CG -2" General Commercial District AGENDA MEMORANDUM Public Hearing and First Reading for the City Council Meeting of August 29, 2017 Second Reading for the City Council Meeting of September 12, 2017 DATE: August 1, 2017 TO: Margie C. Rose, City Manager FROM: William J. Green, P.E., Interim Director, Development Services Department BilIG@cctexas.com (361) 826-3276 Public Hearing and First Reading for Property located at 1840 Saratoga Boulevard CAPTION: Case No. 0717-02 Bradley W. Shirley and Valerie V. Shirley: A change of zoning from the "RS -6" Single -Family 6 District to the "IL" Light Industrial District. The property is described as being Bohemian Colony Lands 6.379 acres out of Section 7, Lot 5, located north of Saratoga Boulevard and east of Greenwood Drive. PURPOSE: The purpose of this item is to rezone the property for sale of the property. RECOMMENDATION: Planning Commission and Staff Recommendation (July 26, 2017): Approval of the change of zoning from the "RS -6" Single -Family District to the "IL" Light Industrial District. Vote Results: For: 6 Against: 0 Absent: 3 Abstained: 0 BACKGROUND AND FINDINGS: As detailed in the attached report, the applicant is requesting a rezoning from the "RS -6" Single -Family 6 District to the "IL" Light Industrial District for sale of the property. The proposed rezoning is compatible with the Future Land Use Map, as well as PIanCC and the Westside Area Development Plan (ADP). The proposed rezoning is also compatible with neighboring properties and with the general character of the surrounding area. This rezoning does not have a negative impact upon the surrounding neighborhood. ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The subject property is located within the boundaries the Westside Area Development Plan and is planned for light industrial uses. The proposed rezoning to the "IL" Light Industrial District is consistent with the adopted Future Land Use Map, PIanCC, and the Westside Area Development Plan. EMERGENCY / NON -EMERGENCY: Non -Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission 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 LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Ordinance amending the Unified Development Code ("UDC"), upon application by Bradley W. Shirley and Valerie V. Shirley Cox ("Owner"), by changing the UDC Zoning Map in reference to Bohemian Colony Lands 6.379 acres out of Sec. 7, Lot 5, from the "RS -6" Single - Family 6 District to the "IL" Light Industrial District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Bradley W. Shirley and Valerie V. Shirley ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held on Wednesday, July 26, 2017, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the "RS -6" Single - Family 6 District to the "IL" Light Industrial District, and on Tuesday, August 29, 2017, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that this amendment would best serve the public health, necessity, convenience and general welfare of the City of Corpus Christi and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Upon application made by Bradley W. Shirley and Valerie V. Shirley ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a property described as Bohemian Colony Lands 6.379 acres out of Section 7, Lot 5, located north of Saratoga Boulevard and east of Greenwood Drive (the "Property"), from "RS -6" Single -Family 6 District to the "IL" Light Industrial District (Zoning Map No. 050037), as shown in Exhibit "A". Exhibit A, which is a map of the property, is attached to and incorporated in this ordinance by reference as if fully set out herein in its entirety. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. K:\DevelopmentSvcs\SHARED\ZONING CASES\2017\0717-02 Bradley W. Shirley and Valerie V. Shirley\Council Documents\Ordinance_0717-02_Bradley W. Shirley and Valerie V. Shirley.docx Page 2 of 3 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 K:\DevelopmentSvcs\SHARED\ZONING CASES\2017\0717-02 Bradley W. Shirley and Valerie V. Shirley\Council Documents\Ordinance_0717-02_Bradley W. Shirley and Valerie V. Shirley.docx Page 3 of 3 RS -6l SUBJECT PROPERTY 400 fL Le Ogg 6:7,w2.91? rad 6y: Ic�arrna Dapa r1 raF µ-ualopyF,err;Sar06s CASE: 0717-02 SUBJECT PROPERTY WITH ZONING S Lrlsijlect Property WI -1 Mullwam Iri 1 RH-2 MullEaml7} 2 Ri11-2 Mullfarlly CM Prob. sslonai °floe Iw1r-AT Mullraily AT CM -1 Neighborhood Commie rcail CM -2 Neigh Comm. Dalai CR -1 Re so r.=o�1erc L! CR -2 CO -1 Cir -2 CI CB r: CR -1 Fit H EP c.:::: D—in: ra !-:!'! _].me rola] S -r -.s rl•=omilerolal :}h'•ra•un Commerotal �.! s o r1 Commerolal ' ! •� .R u ral F s:DrbOvarlar 6J s :nes s Fart IL Light Manta! Heavy Indy stria] P'Ut} Planned Un11 Div. Overlay R4-10 tingle-Farn ly 10 R!- bingle-Famny 3 tib 4 € bin0lo- Fam 1l CZ Ri-TF Two -Family Rt -14 tingle -ram ly 1F RE Re side nilaIEHale FI -SIM Tow nhome ap Eveolel Fermin Rei Recreational Vehlcle Park RUH Manuraolure.1 Home Zoning Case #0717-02 Bradley W. Shirley & Valerie V. Shirley From: "RS -6" Single -Family District To: "IL" Light Industrial District City Council Presentation August 29, 2017 Aerial Overview Subject Property at 1840 Saratoga Boulevard Zoning Pattern 4 UDC Requirements Buffer Yards: "IL" to "RS -6" Type D: 20'/20 pts. Setbacks: Street: 20 feet Side: 0 feet Rear: 40 feet (Residential) Height: 2:1 Restriction Uses Allowed: Warehouse, Freight, Retail, Offices Staff and Planning Commission Recommendation Approval of the "IL" Light Industrial District PLANNING COMMISSION FINAL REPORT Case No. 0717-02 INFOR No. 17ZN1024 Planning Commission Hearing Date: July 26, 2017 Applicant & Legal Description Owner: Bradley W. Shirley & Valerie V. Shirley Applicant/Representative: Bradley W. Shirley Location Address: 1840 Saratoga Boulevard Legal Description: Bohemian Colony Lands 6.379 acres out of Sec. 7, Lot 5. Located north of Saratoga Blvd., and east of Greenwood Dr. Zoning Request From: "RS -6" Single -Family Residential To: "IL" Light Industrial Area: 6.379 acres Purpose of Request: Speculative zoning for sale of the property. Existing Zoning and Land Uses Existing Zoning District ExistU eland Future Land Use Site "RS -6" Single -Family 6 Vacant and Low Density Residential Light Industrial North "RS -6" Single -Family 6 Agricultural Medium Density Residential South "IL" Light Industrial Vacant Light Industrial East "IL" Light Industrial Light Industrial and Vacant Light Industrial West "IL" Light Industrial Light Industrial and Vacant Light Industrial ADP, Map & Violations Area Development Plan: The subject property is located within the boundaries of the Westside Area Development Plan and is planned for light industrial uses. The proposed rezoning to the "IL" Light Industrial District is consistent with the adopted Future Land Use Map which calls for Light Industrial uses. Map No.: 050037 Zoning Violations: None Transportation Transportation and Circulation: The subject property has approximately 220 feet of street frontage along Saratoga Boulevard which is designated as an "A3" Primary Arterial Divided Street. Staff Report Page 2 oT•ype Lpi+ N d Street Urban Transportation Plan Proposed Section Existing Section Traffic Volume Saratoga130' Boulevard "A3"Primary Arterial ROW 79' paved 120' ROW 75' paved 2,904 ADT (2013) Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "RS -6" Single -Family District to the "IL" Light Industrial District for sale of the property. Development Plan: The subject property is comprised of 6.379 acres. Existing Land Uses & Zoning: The subject property is currently zoned "RS -6" Single - Family and is agricultural land. To the west is vacant land (Saratoga Place Subdivision) zoned "IL" Light Industrial District. Saratoga Place was zoned to the "IL" Light Industrial District in 1997. To the north, property was rezoned to the "RS -6" Single -Family District. To the south across Saratoga Blvd. a rezoning occurred to the "IL" Light Industrial District in 1984 to construct a warehouse, though the property is now vacant. To the east a rezoning occurred in 1996 to the "IL" Light Industrial District. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is not platted. PIanCC & Area Development Plan Consistency: The subject property is located within the boundaries of the Westside Area Development Plan (ADP). The proposed rezoning to the "IL" Light Industrial District is consistent with the Future Land Use Map. The proposed rezoning is also consistent with the following policies of the Westside ADP and PIanCC: • Encourage the protection and enhancement of residential neighborhoods (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Encourage orderly growth of new residential, commercial, and industrial areas. (Future Land Use, Zoning, and Urban Design Policy Statement 1). • Support the separation of high-volume traffic from residential areas or other noise -sensitive land uses. (Future Land Use, Zoning, and Urban Design Policy Statement 3). • Industrial properties should be required to minimize undesirable "spillover effects" into residential and commercial areas (this includes noise, air pollution, negligent visual blight, etc.) by means of property layout -out and organization of activities by screening and maintaining buffer areas or zones for their activities (Policy Statement C.6). Staff Report Page 3 Department Comments: • The proposed rezoning is compatible with the Future Land Use Map, as well as PIanCC and the Westside Area Development Plan (ADP). The proposed rezoning is also compatible with neighboring properties and with the general character of the surrounding area. This rezoning does not have a negative impact upon the surrounding neighborhood. • The property is currently vacant. • If the "IL" Light Industrial District is approved, any development will still need to abide all requirements of the Unified Development Code (UDC). Specific requirements would entail buffer yards and setbacks. Planning Commission and Staff Recommendation (July 26, 2017): Approval of the change of zoning from the "RS -6" Single -Family District to the "IL" Light Industrial District. Vote Results: For: 6 Opposed: 0 Absent: 3 Abstained: 0 Public Notification Number of Notices Mailed — 11 within 200 -foot notification area 2 outside notification area As of July 21, 2017: In Favor — 0 inside notification area — 0 outside notification area In Opposition — 0 inside notification area — 0 outside notification area Totaling 0.00% of the land within the 200 -foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Public Comments Received (if any) K:\DevelopmentSvcs\SHARED\ZONING CASES\2017\0717-02 Bradley W. Shirley and Valerie V. Shirley\PC Documents\Staff Report_0717- 02_Bradley W. Shirley and Valerie V. Shirley.docx RS -6l SUBJECT PROPERTY 400 fL Le Ogg 6:7,w2.91? rad 6y: Ic�arrna Dapa r1 raF µ-ualopyF,err;Sar06s CASE: 0717-02 SUBJECT PROPERTY WITH ZONING S Lrlsijlect Property WI -1 Mullwam Iri 1 RH-2 MullEaml7} 2 Ri11-2 Mullfarlly CM Prob. sslonai °floe Iw1r-AT Mullraily AT CM -1 Neighborhood Commie rcail CM -2 Neigh Comm. Dalai CR -1 Re so r.=o�1erc L! CR -2 CO -1 Cir -2 CI CB r: CR -1 Fit H EP c.:::: D—in: ra !-:!'! _].me rola] S -r -.s rl•=omilerolal :}h'•ra•un Commerotal �.! s o r1 Commerolal ' ! •� .R u ral F s:DrbOvarlar 6J s :nes s Fart IL Light Manta! Heavy Indy stria] P'Ut} Planned Un11 Div. Overlay R4-10 tingle-Farn ly 10 R!- bingle-Famny 3 tib 4 € bin0lo- Fam 1l CZ Ri-TF Two -Family Rt -14 tingle -ram ly 1F RE Re side nilaIEHale FI -SIM Tow nhome ap Eveolel Fermin Rei Recreational Vehlcle Park RUH Manuraolure.1 Home 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 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 29, 2017 TO: Mayor and City Council FROM: Rebecca L. Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Amendment to Council Policies CAPTION: Resolution amending City Council Policy Section 14, allowing the City Council to appoint a person to serve as a director of both a Type A and Type B corporation, concurrently. PURPOSE: To allow the City council to appoint a person to serve as a director of both a Type A and Type B corporation, concurrently. 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. At the August 22, 2017 City Council meeting, the City Council approved a Motion of Direction directing the City Secretary to proceed with the recruitment of two (2) of the seven members of the Type B Corporation's board of directors from the general public, with the five (5) remaining directors' seats to be filled by the five members of the Corpus Christi Business and Job Development Corporation's (Type A Corporation) board of directors. 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, the word, "corporation" has been added to the first sentence of the paragraph to provide for consistency of terms throughout the paragraph. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Expiration of directors' tenures must 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 (see attached DRAFT — Certificate of Formation). 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, ef-Committee, or Corporation 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 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 Public Hearing and First Reading item for the City Council Meeting of August 29, 2017 Second Reading item for the City Council Meeting of September 12, 2017 DATE: August 23, 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 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 $142,224,600. 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 presentation of this item was held on August 22, 2017. If approved at first reading on August 29, 2017, the second reading will be on September 12, 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 $142,224,600 $142,224,600 BALANCE $142,224,600 $142,224,600 Fund(s): COMMENTS: RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation FY 2018 Capital Budget and Capital Improvement Planning Guide Page 1 of 2 ORDINANCE APPROVING THE FISCAL YEAR 2017 — 2018 CAPITAL BUDGET AND CAPITAL IMPROVEMENT PLANNING GUIDE IN THE AMOUNT OF $142,224,600. 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 $142,224,600 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 Fiscal Year 2017 - 2018 Proposed Capital Improvement Program (CIP) Budget and Planning Guide First Reading August 29, 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 ($142.2 Million) HeaHF8.5afery Nrks 7 Airport • Year One: $8.4 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: $0.0 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: $2.0 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: $5.5 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: $7.1 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: $4.2 Million • Program Highlights: — Gas Line Replacement / Extension Program — New Gas Transmission Lines • Funding Sources: — Utility Revenue Bonds — Gas Capital Reserves Storm Water • Year One: $24.9 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: $6.3 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: $49.6 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: $34.2 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 29, 2017 Second Reading Ordinance for the City Council Meeting of September 12, 2017 DATE: August 16, 2017 TO: Margie C. Rose, City Manager FROM: Mike Markle, Chief of Police mikema@cctexas.com 886-2601 Accepting and appropriating the 2018 Selective Traffic Enforcement Program grant from the Texas Department of Transportation (TXDOT) CAPTION: Ordinance authorizing the City Manager or designee to execute all documents necessary to accept a grant from the Texas Department of Transportation (TXDOT) in the amount of $155,000.09 for the 2018 Comprehensive Selective Traffic Enforcement Project (STEP) within the Police Department, for Driving While Intoxicated (DWI), speed enforcement, and distracted driving overtime, with a city match of $47,166.67, for a total project cost of $202,166.76 and appropriating $155,000.09 in the No. 1061 Police Grants Fund. PURPOSE: Accept the grant and appropriate the funds. BACKGROUND AND FINDINGS: TXDOT is providing funding to continue the overtime STEP enforcement grants in the Police Department for 2018. The grant provides overtime funding for DWI, Speed enforcement, and distracted driving across the City with varied days of the week and hours of operation. Officers will be working on an overtime basis, with the City providing $5,597.75 for fringe benefits, $9.304.47 for mileage, and an indirect cost rate of $32,264.45. The grant period is 10/01/2017 — 09/30/2018. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016- 2017 Project to Date Expenditures (CIP only) Current Year Future Years TOTALS Line Item Budget 0 0 Encumbered / Expended Amount 0 0 0 This item $47,166.67 $47,166.67 BALANCE $47,166.67 $47,166.67 Fund(s): Police General Fund Police Grants Fund Comments: RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Grant award contract Ordinance Authorizing the City Manager or designee to execute all documents necessary to accept a grant from the Texas Department of Transportation (TXDOT) in the amount of $155,000.09 for the 2018 Comprehensive Selective Traffic Enforcement Project (STEP) within the Police Department, for Driving While Intoxicated (DWI), speed enforcement, and distracted driving overtime, with a city match of $47,166.67, for a total project cost of $202,166.76and appropriating $155,000.09 in the No. 1061 Police Grants Fund BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the Texas Department of Transportation (TXDOT) in the amount of $155,000.09 for the 2018 Comprehensive Selective Traffic Enforcement Project (STEP) within the Police Department, for Driving While Intoxicated (DWI), speed enforcement, and distracted driving overtime, with a city match of $47,166.67, for a total project cost of $202,166.76. SECTION 2. That $155,000.09 grant is appropriated in the No. 1061 Police Grants Fund to continue funding overtime for DWI, speed, and distracted driving enforcement. 1 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 2 AGENDA MEMORANDUM Future Item for the City Council Meeting of August 29, 2017 Action Item for the City Council Meeting of September 12, 2017 DATE: August 29, 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 Health and Welfare Benefits Consulting Services CAPTION: Motion authorizing the City Manager or designee to execute service agreement with IPS Advisors, LLP of Dallas, Texas for health and welfare benefits consulting services in accordance with Request for Proposal (RFP) No. 973, based on best value for a total amount not to exceed $59,000 for the initial year, with a step price increase throughout the option years. The initial year's funding will be requested for FY 2017-18. The term of this agreement is for one year with option to extend for up to four additional one-year periods, subject to the sole discretion of the City. PURPOSE: This item is to provide health and welfare benefits consulting services. BACKGROUND AND FINDINGS: As health care costs continue to rise, and legislative and economic changes alter the benefit landscape, the City of Corpus Christi is seeking innovative and cost-efficient employee benefits solutions. The City must continue its laser -focus on near-term cost management, including strong vendor management and sound design and cost sharing tactics. At the same time, we seek to change the longer-term cost curve by addressing employee health, lifestyle choices and productivity. The recommended employee benefits consultant, IPS Advisors will provide consulting relating to all of the City's health plans and wellness initiatives to improve outcomes and introduce health measures. This includes optimizing the City's health and welfare benefit plan designs as compared to market and making recommendations for a multi-year plan to address the City's specific benefits and financial requirements. This employee benefits consulting services will consist of compliance auditing and implementation, actuarial analytics and consulting, strategic consulting and implementation, and account management to include monthly and quarterly reporting, review, and analysis. The Purchasing Division issued an RFP, six firms submitted their proposal for consideration, and were scored by a selection committee. The top four firms were interview. Advisors, LLP was selected based on best value. ALTERNATIVES: City can move to not hire a Benefits Consultant. OTHER CONSIDERATIONS: Contract will increase annually as optional years are exercised as follows: Term Year 1 fixed flat fee: $59,000 Option Year 1 fixed flat fee: $60,770 Option Year 2 fixed flat fee: $62,595 Option Year 3 fixed flat fee: $64,470 Option Year 4 fixed flat fee: $66,405 Potential total contract value: $313,240 CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures along with the State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: N/A DEPARTMENTAL CLEARANCES: Human Resources FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $0 $59,000 $59,000 Encumbered / Expended Amount This item $0 $59,000 $59,000 BALANCE $0 $0 $0 Fund(s): Health Benefits Comments: Annual funding will be requested during each of the following budget years by the Human Resources departments. The initial combined contract value is $59,000. The total contract value is $313,240 if all option years are executed. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Evaluation Matrix RFP No. 973 Health and Welfare Benefits Consulting Services - Summary Evaluation Matrix Proposal Evaluation p Hub International Arthur J. Gallagher Foster & Foster IPS Advisors **Carlisle Insurance **Walker Associates 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 Pass Pass Pass Pass Pass Pass Pass Pass Pass Pass Technical Proposal Technical Proposal (70 points) 65.75 66 63.25 62.75 41.75 34.75 Interview Interview (20 points) 14 9.5 6.5 20 0 0 Price Price (10 points) 10 8 10 8.14 0 0 Total 89.75 83.5 79.75 90.89 41.75 34.75 **Due to the point break, the Firms were not selected to move forward to the interview portion of the evaluation. SERVICE AGREEMENT NO. 973 Health and Wellness Benefits Consulting Services THIS Health and Wellness Benefits Consulting Services Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and IPS Advisors, LLP ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Health and Wellness Benefits Consulting Services in response to Request for Bid/Proposal No. 973 ("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 Health and Wellness Benefits Consulting 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 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 four additional 12 -month periods ("Option Period"), provided, the parties do so prior to expiration of the original term or the then -current Option Period. The decision to exercise the option to extend the term of this Agreement is, at all times, within the sole discretion of the City and is conditioned upon the prior written agreement of the Contractor and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $59,000.00, 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: Name: Steve Viera Department: Human Rersources Phone: 361-826-3445 Email: SteveV©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: Steve Viera Title: Director of Human Resources Address: 1201 Leopard St. 2nd Floor Corpus Christi, TX 78401 Fax: (361) 826-3445 IF TO CONTRACTOR: IPS Advisors, LLC Attn: Brent Weegar Title: Principal Address: 10000 North Central Expressway, Suite 1100, Dallas, TX 75231 Fax: (214) 443-2424 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: } rem + t a.r Title: Pr‘•r1C.A Qa-1 Date: 1 9-2 a -O 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. 973 Exhibit 2: Contractor's Bid/Proposal Response City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 8 of 8 Attachment A: Scope of Work 1. General Requirements The Contractor shall provide health plan and benefits consulting services for our self-funded and fully -funded benefits program. Our current programs can be reviewed at http://www.citynet.cc/citynet/hr/benefit-plans-and-programs. The City employs over 3,000 benefits -eligible employees, while 450 retirees participate in health plans. 2. Scope of Work The Contractor shall work in close partnership with the City of Corpus Christi Human Resource Benefits Department to provide the following services: A. Respond to questions from staff of the City of Corpus Christi's Benefits department, including support with review and analysis of claims. B. Assist staff with setting premium levels for self-funded benefit programs. C. Make recommendations on plan -design changes and provide financial analysis of the cost impact of these changes. D. Introduce proven programs and ideas to manage healthcare costs. E. At the direction of the Benefits Manager, prepare Request for Proposals (RFP) Scope of Work specifications for benefits -related proposals. F. Assist and advise with RFP evaluations. G. Provide and deliver ad hoc reports and presentations to various City of Corpus Christi representatives, including the City Council. H. Provide the City of Corpus Christi with in-depth analysis of proposed benefit offerings and plan design options and assist with the process of selecting the most favorable annual renewal options. I. Research and report any new developments in the employee benefits arena on an ongoing basis. J. Inform and recommend innovative ideas and new products, programs and services to ensure a competitive and cost-effective benefits program. K. Apprise the City of Corpus Christi of local and national benefit trends and provide benchmark survey data to help calibrate program offerings with employee and employer costs compared to similar organizations. L. Act as advisor on issues such as Section 125, COBRA, HIPAA and Medicare and provide overall guidance to the City of Corpus Christi with Health and Welfare regulatory compliance, including reviewing employee notices and recommending changes. M. Educate and advise on Healthcare Reform, specifically PPACA, and the key strategic decisions that the City of Corpus Christi should consider. Attachment B: Bid/Pricing Schedule o�Gos�7N\ -tilt ° Jcroup 102 , I) CITY OF CORPUS CHRISTI Pricing Form PURCHASING DIVISION RFP No. 973 DATE: RFP Health and Welfare Benefits Consulting April 12, 2017"'^" Services =PS Advfscrs, LLP IIJJII itAl PROPOSER AUTHORIZED SIG ATURE 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, or the purpose of restricting competition with regard to prices b Proposer s an Equal Opportunity Employer; and the Disc osure o` Interest information on file w'th City's purchasing office, pursuant to the Code of Ord'nances, s current and true. c. Proposer acknowledges that firm complies with Sect on 2.1 Proposer's Minimum Requirements. d. Proposer has incorporated any changes issue through Addenda to the RFP in this pricing. ITEM DESCRIPTION QTY UNIT TOTAL PRICE Term Year 1 - Fixed flat fee to perform health and 1 wellness benefits consulting services as outlined in the 1 YR $ $59,000 Scope of Services for one year. Option Year 1 - Fixed flat fee to perform health and 2 wellness benefits consulting services as outlined in the 1 YR $ $60,770 Scope of Services for extension year one Option Year 2 - Fixed flat fee to perform health and 3 wellness benefits consulting services as outlined in the 1 YR $ $62,595 Scope of Services for extension year two Option Year 3 - Fixed flat fee to perform health and 4 wellness benefits consulting services as outlined in the 1 YR $ $64,470 Scope of Services for extension year three Option Year 4 - Fixed flat fee to perform health and 5 wellness benefits consulting services as outlined in the 1 YR $ $66,405 Scope of Services for extension year four TOTAL $ $313,240 Attachment C: Insurance Requirements A. CONTRACTOR'S LIABILITY INSURANCE 1. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. 2. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate AUTO LIABILITY (including) 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) Employers Liability Statutory and complies with Part B of this Exhibit. $500,000/$500,000/$500,000 PROFESSIONAL LIABILITY $1,000,000.00 each claim $2,000,000.00 Each Policy Year 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. B. ADDITIONAL REQUIREMENTS 1. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. 2. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. 3. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 4. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. 5. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 6. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. 7. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. 8. It is agreed that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. 9. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2016 Insurance Requirements Human Resources Health and Welfare Benefits Consulting Services 8/09/2016 my 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: 2017-237191 Date Filed: 07/17/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. IPS Advisors, LLP Dallas, 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. RFP 973 Health and Welfare Benefits Consulting Services 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary IPS Advisors, LLP Dallas, TX United States X j 5 Check onlyif there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. y Signature of authorized agentcontrac ing business entity AFFIX NOTARY STAMP / SEAL ABOVE A•�/ Sworn to and subscribed before me, by the said'.46-0.4.4.. (.A) Ci .+f J� , this the / 7g day of , 20 i, , to certify which, witness my hand and seal of office. _- j■■` rA�I /+j/y//{�` ifullire�w�/ � (� � Y�r r,�r,�,a�.�ERRY W. THOMPSON ID # 6049714 /I0Ill � '�f �3A officer ministeringoath Printed n me of officer ailrrnnis rin oath ,.'6i r �,'� r n .r. ��i r + + &S I ,�i I`y o �I$.+e� Aires - .R?,,f.0 10/272019 For/hs provided by Texas Ethics Commission www.ethics.state.tx.us CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: September 12, 2017 Legistar Number: 17-1019 Agenda Item: Motion authorizing the City Manager or designee to execute service agreement with IPS Advisors, LLP of Dallas, Texas for health and welfare benefits consulting services in accordance with Request for Proposal (RFP) No. 973, based on best value for a total amount not to exceed $59,000 for the initial year, with a step price increase throughout the option years. The initial year's funding will be requested for FY 2017-18. The term of this agreement is for one year with option to extend for up to four additional one-year periods, subject to the sole discretion of the City. Amount Required: $0.00 Fund Name Accounting Unit AcNoount Activity No. Amount Health Benefits 5618-11465-213 530000 $0.00 Total $0.00 x Certification Not Required Director of Financial Services Date: AGENDA MEMORANDUM Future Item for the City Council Meeting of August 29, 2017 Action Item for the City Council Meeting of September 12, 2017 DATE: August 29, 2017 TO: Margie C. Rose, City Manager FROM: E. Jay Ellington, Director of Parks and Recreation Department JayEll@cctexas.com (361) 826-3464 Kim Baker, Assistant Director of Financial Services -Purchasing Division Kim B2@cctexas.com (361) 826-3169 Playground Equipment for Captain Falcon and Crestmont Parks CAPTION: Motion approving the purchase and installation of playground equipment at Captain Falcon Park from Park Place Recreation Designs, Inc., of San Antonio, Texas for $52,152.65, and the purchase and supervision of installation of playground equipment at Crestmont Park from Exerplay, Inc., of Cedar Crest New Mexico for $61,059.75, for a total not to exceed of $113,212.40 based on the cooperative purchasing agreement with the Local Government Purchasing Cooperative dba BuyBoard. PURPOSE: This item is to provide new playground equipment at Captain Falcon and Crestmont Parks. BACKGROUND AND FINDINGS: The City of Corpus Christi's Parks and Recreation Department has proposed to replace the playground equipment at the Captain Falcon Park at 4712 Oso Pkwy., Corpus Christi, Texas 78413. The playground at Captain Falcon Park is in one of the neighborhood parks recommended for replacement per the 2012 Corpus Christi Strategic Parks and Recreation Master Plan. The equipment has reached the end of its useful life. Funding for replacement equipment is coming from proceeds of parklands sold as approved by an election held on November 4, 2014 and operating funds from Fund 1020-12910. The playground equipment recommended for Crestmont Park located at 3521 Cresthill Drive 78415, will be replacing a unit that was removed in 2015 due to reaching the end of its life cycle. This playground was selected in coordination with the Friends of Crestmont Park and the Parks and Recreation Department and will be installed as a supervised community build supervised by Exerplay Inc. Funding for this purchase is from the proceeds of sale of parklands. The equipment identified for Crestmont Park will allow for use by all age groups and meets Goal 3 of the 2012 Parks and Recreation Master Plan by providing additional opportunities. ALTERNATIVES: N/A OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency DEPARTMENTAL CLEARANCES: Park & Recreation FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $1,607,209.06 $0.00 $1,607,209.06 Encumbered / Expended Amount $303,829.47 $0.00 $303,829.47 This item $113,212.40 $0.00 $113,212.40 BALANCE $1,190,167.19 $0.00 $1,190,167.19 Fund(s): General and Community Enrichment Comments: None RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreements Price Sheet CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: ROBERTA ORTIZ ITEM DESCRIPTION QTY. UNIT PARK PLACE RECREATION DESIGNS INC. SAN ANTONIO, TEXAS PRICE SHEET PLAYGROUND EQUIPMENT AND INSTALLATION TLGPC CONTRACT 512-16 EXERPLAY, INC. CEDAR CREST, NEW MEXICO UNIT EXTENDED PRICE PRICE UNIT EXTENDED PRICE PRICE 1. 466-S012 Nexus Nautilus 2 1 EA $22,764.00 $22,764.00 3. Concrete Slab 1 EA $9,068.00 $9,068.00 4. Poured -In -Place Rubber Surfacing 1 LOT $15,875.00 $15,875.00 5. Capt. Falcon Park Payment Bond Fee 1 EA $1,490.00 $1,490.00 6. Installation of Equipment 1 EA $6,150.00 $6,150.00 7. Freight for Falcon Park 1 EA $1,014.00 $1,014.00 $3,120.00 $3,120.00 8. BuyBoard Discount 1 EA $4,208.35 $4,208.35 $2,358.25 $2,358.25 9. Belt Seat w/Chains ProGuard 2 EA $110.00 $220.00 10. Play Booster 170998A 1 EA $19,204.00 $19,204.00 11. Single Post Swing Frame 1 EA $1,115.00 $1,115.00 12. 4" Compacted Aggregate 1 LOT $5,840.00 $5,840.00 13. Poured -in -Place Surfacing 1953 SqFt 1 LOT $26,626.00 $26,626.00 14. Concrete Curbing 1 LOT $3,415.00 $3,415.00 15. Offloading of equipment 1 EA $313.00 $313.00 16. Supervised Install of Playground at Crestmont Park 1 EA $1,500.00 $1,500.00 17. Crestmont Park Payment Bond Fee 1 EA $2,065.00 $2,065.00 Total Price $52,152.65 Total for playground equipment and installation at Capt. Falcon and Crestmont Parks: $61,059.75 $113,212.40 SERVICE AGREEMENT NO. 48609 PLAYGROUND EQUIPMENT AND INSTALLATION AT CAPTAIN FALCON PARK THIS Playground Equipment and Installation at Captain Falcon Park Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Park Place Recreation Designs, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Playground Equipment and Installation at Captain Falcon Park in response to Request for Bid/Proposal No. N/A ("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 Playground Equipment and Installation at Captain Falcon Park ("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 six 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 $52,152.65, 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, City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 1 of 8 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 this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Joshua Wentworth Department: Park and Recreation Phone: 361.826.3483 Email: JoshuaW©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: Joshua Wentworth Title: Park and Recreation Superintendant Address: 1201 Leopard St., 2nd Floor, Corpus Christi, TX 78401 Fax: 361.826.3174 IF TO CONTRACTOR: Park Place Recreation Designs, Inc. Attn: Michael Carlyon Title: Project Manager Address: P.O. Box 18186, San Antonio, Texas 78218 Fax: 210.832.01 15 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 CONTRACTOR Signature: Printed Name: (yvt PtkK �k1J Title: V i 02_ ej- Date: 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. N/A 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 1.1. Scope of Work A. Contractor will provide equipment and Installation of poured -in-place fall zone at Captain Falcon Park located at 4712 Oso Parkway, Corpus Christi, Texas 78413. 1) Installation of playgrounds will include (a) Line location (b) Grading for base installation for pour in place surfacing (c) Installation of playground per manufactures instructions 2) Installation of a 1,114 SF concrete slab at 4' thick including (a) all material and work to complete forming for concrete pad (b) all material and work to complete reinforcing with wire mesh (c) all material and work to complete placement and finishing of concrete 3) Installation of 1,114 SF at required depth per fall height of one poured in place rubber pad including (a) all material and work to complete mixing of bonding agent and rubber surfacing (b) all material and work to complete placement of pour in place rubber pad 4) All material and work to complete clean up 1.2. Installation Phase All installation shall be in accordance with the Public Playground Safety Handbook latest edition produced by the U.S. Consumer Product Safety Commission. Page 1 of 1 PARK PLACE RECREATION DE Vol` Park Place Recreation Designs, Inc. OFFICE P.O. Box 18186 San Antonio, TX 78218 PHONE 800-626-0238 210-821-5878 FAX 210-832-0115 EMAIL fun q©mirac1eparkplace.com WEB www.miracleparkplace.com www.the-art-of-play.com Date: March 30, 2017 Customer: City of Corpus Christi QUOTE: R0917 0161 Project: Capt Falcon Park #466-S012 Nexus Nautilus 2 ITEM DESCRIPTION Revision #2 QTY UNIT PRICE TOTAL PRICE 1 $22,764.00 $ 22,764.00 • Concrete Slab Approved BuyBoard Vendor Contract #512-16: PARK PLACE RECREATION DESIGNS, INC, 210-821-5878 • 800-626-0238 FAX: 210-832-0115 www.m i racIeparkpl ace.co rn Board' Cooperaerre Parchas/ng Approved Vendor -Proposal ff 512-16 www.buyboard.corn 1 $9,068.00 $ 9,068.00 Poured -In -Place Rubber Surfacing, 4" Thick, Approx. 1,114 sq. ft, COLOR: 50/50 Mix (50% Black/50°A) TBD) $15,875.00 $ 15,875.00 Payment Bond $1,490.00 $ 1,490.00 Discount (if applicable - BuyBoard #512-16) 1 -$4,208.35 $ (4,208.35) 1 Installation of Equipment 1 $6,150.00 $ 6,150.00 Freight 1 $1,014.00 $ 1,014.00 Subtotal $ 52,152.65 Tax 0.00%, $ 0.00 1 Grand Total $ 52,152.65 •Pricing is for materials/delivery. Installation is not included unless priced above •If not priced above and if required, the following items and associated costs/fees will be the responsibility of the customer: Engineer Sealed Drawings — Local Building Permits — Payment/Performance Bonds —TDLR Registration/Review/Inspections. Each item, along with its fee/cost, will be listed separately. *Prices are valid for 30 days after which they are subject to change.Any work not specifically mentioned in this proposal as being included shall be deemed excluded.The customer will be responsible for any taxes owed. *Payments made with credit card will have an added 4% service charge. •If a 30 -day Notice of Insurance Cancellation is required, there will be an additional charge of $75. Please issue all purchase orders and payments to Park Place Recreation Designs, Inc. Municipalities/School Districts purchase orders accepted as authorization. Authorized By: x Printed Name Signature Date City of Corpus Christi Parks Nexus Nautilus 2 PARK PLACE REC 1I cgoso -o 0 0 N O_ Miracle. In Texas LILA Q W 0 To verifi twwy protluct w.ipemacertrgcation, v.o City of Corpus Christi Parks Nexus Corpus Christi, TX 1 FOR KIDS AGES 5-12 YEARS AGE GROUP: 5-12 ELEVATED PLAY ACTIVITIES - TOTAL: 0 ELEVATED PLAY ACTIVITIES ACCESIBLE BY TRANSFER: 0 REQ'D 0 ELEVATED PLAY ACTIVITIES ACCESIBLE BY RAMP: 0 REQ'D 0 GROUND LEVELACTIVITY TYPE: 4 REQ'D 0 GROUND LEVEL QUANTITY: 11 REQ'D 0 NEXUS NAUTILUS 2 466S012 'Miracle PARK PLACE RECREATION DESIGNS, INC. R0009 42802413157 P.O. Box 18186 San Antonio,TX GROUND SPACE: 25'-0" x 20'-6" PROTECTIVE AREA: 37'-6" x 33'-0" `RAWN BY: Mike Carlyon PHONE NO: (210) 821-5878 FAX NO: (210) 832-0115 COMPLIES TO ASTM/CPSC I DATE:3/8/2017 COMPLIES TO ADA To promote safe and proper equipment use by children. Miracle recommends the installation of either a Miracle safety sign or other appropriate safety signage near each playsystem's main entry point(s) to inform parents and supervisors of the age appropriateness of the playsystem and general rules for safe play. THE PLAY COMPONENTS IDENTIFIED IN THIS PLAN ARE IPEMA CERTIFIED. THE USE AND LAYOUT OF THESE COMPONENTS CONFORM TO THE REQUIREMENTS OF ASTM F1487. AN ENERGY ABSORBING PROTECTIVE SURFACE IS REQUIRED UNDER &AROUND ALL PLAY SYSTEMS DATE: 03/08/17 SCALE: 1/8"=V-0" 32'-3" 44' City of Corpus Christi Parks Nexus Nautilus 2 Drawing #CCNautilus_ Park Place Recreation Designs, Inc. Life - Have Fun With It! Attachment C: Insurance/Bond Requirements I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability INSTALLATION FLOATER Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 Value of the equipment Page 1 of 5 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • 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. Page 2 of 5 E. Within five calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2017 Insurance Requirements Parks and Recreation Park Equipment and Installation 02/27/2017 sw Risk Management Page 3 of 5 00 61 16 PAYMENT BOND BOND NO. Contractor as Principal Name: Mailing address (principal place of business): Owner Name: City of Corpus Christi, Texas Mailing address (principal place of business): Purchasing Division 1201 Leopard Street 4th Floor Corpus Christi, Texas 78401 Contract Project name and number: Award Date of the Contract: Contract Price: Bond Date of Bond: (Date of Bond cannot be earlier than Award Date of Contract) Said Principal and Surety have signed and sealed this instrument in 4 copies, each one of which shall be deemed an original. Surety Name: Mailing address (principal place of business): Physical address (principal place of business): Surety is a corporation organized and existing under the laws of the state of: By submitting this Bond, Surety affirms its authority to do business in the State of Texas and its license to execute bonds in the State of Texas. Telephone (main number): Telephone (for notice of claim): Local Agent for Surety Name: Address: Telephone: E -Mail Address: The address of the surety company to which any notice of claim should be sent may be obtained from the Texas Dept. of Insurance by calling the following toll-free number: 1-800-252-3439 Payment Bond Form 0061 16-4 Captain Falcon Park Service Agreement No. 48609 Rev. 01-13-2016 Page 4 of 5 Surety and Contractor, intending to be legally bound and obligated to Owner do each cause this Payment Bond to be duly executed on its behalf by its authorized officer, agent or representative. The Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and severally to this bond. The condition of this obligation is such that if the Contractor as Principal pays all claimants providing labor or materials to him or to a Subcontractor in the prosecution of the Work required by the Contract then this obligation shall be null and void; otherwise the obligation is to remain in full force and effect. Provisions of the bond shall be pursuant to the terms and provisions of Chapter 2253 and Chapter 2269 of the Texas Government Code as amended and all liabilities on this bond shall be determined in accordance with the provisions of said Chapter to the same extent as if it were copied at length herein. Venue shall lie exclusively in Nueces County, Texas for any legal action. Contractor as Principal Signature: Surety Signature: Name: Name: Title: Title: Email Address: Email Address: Date: Date: (Attach Power of Attorney and place surety seal below) Payment Bond Form 0061 16-5 Captain Falcon Park Service Agreement No. 48609 Rev. 01-13-2016 Page 5 of 5 Attachment D: Warranty Requirements A. Poured -in -Place Flexi Turf Poured -in -Place has a five year limited warranty commencing from the date of the substantial completion. The limited warranty shall provide for 100% of the cost for necessary repairs caused by the failure of FlexiTURF Poured -in-place surfacing only. The limited warranty includes only FlexiTURF's obligation to repair and/or replace any defective materials or workmanship in the surface are or surface areas that have failed during the warranty period. A failed area/areas include edge raveling, bubbling, delamination, peeling, and loss of integrity as a result of a failed system. B. Miracle Recreation Equipment 1. Limited 100 year warranty on aluminum deck posts, steel deck posts, the Versalok fastening system, and associated fastening hardware against structural failure caused by corrosion or deterioration from exposure to weather, or by defective materials or defective workmanship. 2. Limited 15 year warranty on play system steel components including railings, rungs, and rigid climbers against structural failure caused by defective materials or defective workmanship. 3. Limited one year warranty on all products not listed above including all moving parts and flexible climbers against structural failure caused by defective materials or defective workmanship. 4. Limited warranties do not include fading of colors, damage due to excessive wear and tear, vandalism, or negligence. These warranties are valid only if products are installed according to manufacturer's installation instructions. 5. All warranties for the equipment will begin on the date of the first invoice. Repaired or replacement parts are only warranted for the balance of the original limited warranty. Page 1 of 1 Forms provided by Texas Ethics Commission www.eth ics.stateVANI %ON 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: 2017-241340 Date Filed: 07(2612017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Park Place Recreation Designs, 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 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. 48609 Playground Equipment and Installation at Captain Falcon Park 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. (,� �r SL"' Signature d uthorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE p /� r Sworn to and subscribed before me. by the said )t lC & F r)1 I i /0 this the 2. � day of i 20 17 . to certify which, witness my hand and seal of office. I ��* PN H� z�* `���. ,'.' •.,.ls� it i E.. *:. ......L--c--)... a, 12 ath.covt, L tqc-.4_4i4/,' Si nature of officer administering oath Prir name of of yer ad .. gel Title of officer administering oath VVVVVV ."�0 i r,n 1g ..��```` Forms provided by Texas Ethics Commission www.eth ics.stateVANI %ON Version V1.0.883 SERVICE AGREEMENT NO. 50950 PLAYGROUND EQUIPMENT AND INSTALLATION AT CRESTMONT PARK THIS Playground equipment and installation at Crestmont Park Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Exerplay, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Playground equipment and installation at Crestmont Park in response to Request for Bid/Proposal No. N/A ("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. 1. NOW, THEREFORE, City and Contractor agree as follows: Scope. Contractor will provide Playground equipment and installation at Crestmont Park ("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 six 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 $61,059.75, 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, City of Corpus Christi Service Agreement Standard Form Approved as to Legal Form 7/1/16 Page 1 of 8 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 this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Joshua Wentworth Department: Parks and Recreation Phone: 361.826.3483 Email: JoshuaW©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: Joshua Wentworth Title: Parks and Recreation Superintendant Address: 1201 Leopard St., 2nd Floor, Corpus Christi, TX 78401 Fax: 361.826.3174 IF TO CONTRACTOR: Exerplay, Inc. Attn: Sarah Love Title: Contracts Administrator/Accounting Assistant Address: PO Box 1160, Cedar Crest, NM 87008-1 160 Fax: 505.281.0155 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 CONTRACTOR Signature: -gFkruc..., Printed Name: ,t•-ret-il love Title: riziNA-.rak- 6-144A„,7 S 4-c-etio Date: (3g11 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. N/A 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 Contractor will sell and supervise installation of various playground equipment referenced on Attachment B: Bid/Pricing Schedule at Crestmont Park located at 3521 Cresthill Drive, Coprus Christi, Texas 78415. Contractor will supervise the installation of the equipment components but, will be responsible to deliver and install the Poured -in - Place fall zone surfacing for the Playground Equipment area approximately 1953 sqft. Installation of the playground equipment will only be supervised by the Contractor. Delivery: 1. All structures and large independent items are palletized and shrink wrapped and require a forklift for unloading. If a forklift is not available, the City must have necessary manpower to breakdown the pallets on the truck and remove the equipment to a secure storage location. The trucking company personnel will not unload. 2. On Site Storage of equipment is the responsibility of the City from the time the shipment is received until completion of the project, unless otherwise arranged. 3. Security of equipment is the responsibility of the City unless otherwise arranged. 4. ExerPlay, Inc. is not responsible for vandalism, theft, or subsequent repairs and replacement of equipment. This refers only to the protection of the delivered equipment and does not apply to the warranty or replacement of any missing or damaged parts. Installation: 1. The installation price of the poured -in-place surfacing is based on normal soil conditions. Unusual soil conditions that require the use of a jack hammer, or other such equipment, will incur additional charges. 2. The installation price does not include removal of sand, or anything else, which may hinder installation of equipment unless otherwise arranged. 3. The Contractor is not responsible for vandalism, security fencing, theft of equipment or subsequent repairs or replacement. 4. The City is responsible for blue -staking the job site and staking out any underground utilities prior to installation. The City is responsible should damage occur. 5. The job site must be ready and area leveled, when the Contractor arrives to begin the job. Any downtime shall incur additional fees. 6. Vehicle access must be provided to the jobsite. Heavy equipment access to the jobsite may be required. 7. The City must provide a dumpster at the job site for removal of trash. 8. The Contractor will take all precautions to see that landscaping is not damaged during the installation, but will not be responsible should such damage occur. All installation shall be in accordance with the Public Playground Safety Handbook latest edition produced by the U.S. Consumer Product Safety Commission. Page 1 of 1 Attachment B: Bid/Pricing Schedule PO Box 1160 Cedar Crest NM 87008-1160 Fax 505. 281.0155 Toll Free 800.457.5444 www.exerplay.com exerPlay, inc. QUOTATION DATE NUMBER 4/24/2017 MM013117-4 Quote Prepared for: Purchase Order to be Issued To: City of Corpus Christi Crestmont Park Opt 3 Exerplay, Inc. PO Box 1160 Cedar Crest, NM 87008-1160 Buy Board Contract #512-16 Please fax a copy to Exerplay:505-281-0155 SHIPPED VIA TERMS REP FOB EST. SHIP DATE Common Carrier Net 30 CD CorpousChrist 4 - 6 Wks ARO ITEM DESCRIPTION QTY COST TOTAL 174018A PlayBooster 177332A 182503C BuyBoard Freight Sub Base PIP BuyBoard Concrete Curb... Offloading Supervised Ins... Bond Notes I Crestmont Park, Opt 3 Corpus Christi, TX LANDSCAPE STRUCTURES Belt Seat w/Chains ProGuard Chains for 8' Beam Height Per Drawing #170998A Single Post Swing Frame 8' Beam Height Only Welcome Sign, 5-12 yrs, DB Sub -Total Contract #512-16 Freight/shipping charges (150-69-17) FLEXITURF 4" Compacted Aggregate Poured -in -Place, 8' fall, 50% Color, 1953 sqft, Delivered and installed Contract #512-16 Concrete Curbing Offloading of equipment at site Supervised Install of Playground Equipment Performance/Payment Bond Pricing is for the above listed equipment and installation of playground equipment only and does not include off loading of equipment at time of delivery, storage, security, site preparation, security fencing, or any applicable taxes or permits. Pricing is good for 90 days. There will be a 3% fee added to your invoice if you choose to pay by credit card Quote prepared by Michelle Mckean tnichelle@exerplay.com 2 1 1 1 110.00 220.00 19,204.00 19,204.00 1,115.00 1,115.00 0.00 0.00 20,539.00 - 5.00% -1,026.95 3,120.00 3,120.00 5,840.00 5,840.00 26,626.00 26,626.00 - 5.00% -1,331.30 3,415.00 3,415.00 313.00 313.00 1,500.00 1,500.00 2,065.00 2,065.00 0.00 TOTAL $61,059.75 Page 1 of 1 Attachment C: Insurance/Bond Requirements INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained_and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability INSTALLATION FLOATER Statutory and complies with Part II of this Attachment. $500,000/$500,000/$500,000 Value of the equipment Page 1 of 5 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • 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. Page 2 of 5 E. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2017 Insurance Requirements Parks and Recreation Park Equipment and Surfacing 01/03/2017 cg Risk Management Page 3 of 5 00 61 16 PAYMENT BOND BOND NO. Contractor as Principal Name: Exerplay, Inc. Mailing address (principal place of business): PO Box 1160 Cedar Crest, NM 87008-1160 Owner Name: City of Corpus Christi, Texas Mailing address (principal place of business): Purchasing Division 1201 Leopard Street 4th Floor Corpus Christi, Texas 78401 Contract Project name and number: 50950 — Playground Equipment and Installation at Crestmont Park Award Date of the Contract: Contract Price: $61,059.75 Bond Date of Bond: (Date of Bond cannot be earlier than Award Date of the Contract) Said Principal and Surety have signed and sealed this instrument in 4 copies, each one of which shall be deemed an original. Surety Name: Mailing address (principal place of business): Physical address (principal place of business): Surety is a corporation organized and existing under the laws of the state of: By submitting this Bond, Surety affirms its authority to do business in the State of Texas and its license to execute bonds in the State of Texas. Telephone (main number): Telephone (for notice of claim): Local Agent for Surety Name: Address: Telephone: E -Mail Address: The address of the surety company to which any notice of claim should be sent may be obtained from the Texas Dept. of Insurance by calling the following toll-free number: 1-800-252-3439 Payment Bond Playground Equipment and Installation at Crestmont Park Agreement 50950 00 61 16 - 1 Rev 01-13-2016 Page 4 of 5 Surety and Contractor, intending to be legally bound and obligated to Owner do each cause this Payment Bond to be duly executed on its behalf by its authorized officer, agent or representative. The Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and severally to this bond. The condition of this obligation is such that if the Contractor as Principal pays all claimants providing labor or materials to him or to a Subcontractor in the prosecution of the Work required by the Contract then this obligation shall be null and void; otherwise the obligation is to remain in full force and effect. Provisions of the bond shall be pursuant to the terms and provisions of Chapter 2253 and Chapter 2269 of the Texas Government Code as amended and all liabilities on this bond shall be determined in accordance with the provisions of said Chapter to the same extent as if it were copied at length herein. Venue shall lie exclusively in Nueces County, Texas for any legal action. Contractor as Principal Signature: Surety Signature: Name: Name: Title: Title: Email Address: Email Address: Date: Date: (Attach Power of Attorney and place surety seal below) END OF SECTION Payment Bond Playground Equipment and Installation at Crestmont Park Agreement 50950 006116-2 Rev 01-13-2016 Page 5 of 5 Attachment D: Warranty A. Poured -in -Place Flexi Turf Poured -in -Place has a five year limited warranty commencing from the date of the substantial completion. The limited warranty shall provide for 100% of the cost for necessary repairs caused by the failure of FlexiTURF Poured -in-place surfacing only. The limited warranty includes only FlexiTURF's obligation to repair and/or replace any defective materials or workmanship in the surface are or surface areas that have failed during the warranty period. A failed area/areas include edge raveling, bubbling, delamination, peeling, and loss of integrity as a result of a failed system. B. Playground Equipment 1. Limited 100 year warranty on all PlayBooster aluminum posts, stainless steel fasteners, clamps, beams and caps against structural failure due to corrosion/natural deterioration or manufacturing defects, and on PlayBooster steel posts against structural failure due to material or manufacturing defects. 2. Limited 10 year warranty on concrete products against structural failure due to natural deterioration or manufacturing defects. Does not cover minor chips, hairline cracks or efflorescence. 3. Limited warranties do not include fading of colors, damage due to excessive wear and tear, vandalism, or negligence. These warranties are valid only if products are installed according to manufacturer's installation instructions. 4. All warranties for the equipment will begin on the date of the first invoice. Page 1 of 1 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 1 there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-243942 Date Filed: 08/01/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Exerplay, Inc Cedar Crest, NM United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Corpus Christi g Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 50950 Playground Equipment and Install at Crestmont Park 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. 6 AF AFFIX Sworn 20 max OFFICIAL SEAL • Cathy 9arela NOTARY PUBLIC w;,. STATE OF NEW ]j[ My Commission Expires: v_ ao I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. -,604-1-15-1 Signature of authorized agent of contracting business entity L 4 Ud- , this the 1 day of—, NOTARY STAMP i SEAL ABOVE to and subscribed before me, by the said 17 , to certify which, witness my hand and seal of office. d 1 (-2.)cd Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Fnrmc nrnvirlari by TnYAS Fthir_s rnmmi Sinn www_ethics.state.tx.us Version V1.0.883 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: September 12, 2017 Legistar Number: 17-0974 Agenda Item: Motion approving the purchase and installation of playground equipment at Captain Falcon Park from Park Place Recreation Designs, Inc., of San Antonio, Texas for $52,152.65, and the purchase and supervision of installation of playground equipment at Crestmont Park from Exerplay, Inc., of Cedar Crest New Mexico for $61,059.75, for a total not to exceed of $113,212.40 based on the cooperative purchasing agreement with the Local Government Purchasing Cooperative dba BuyBoard. Amount Required: $113,212.40 Fund Name Accounting Unit AcNoount Activity No. Amount Community Enrichment 4720-21460-141 550030 $42,526.88 Community Enrichment 4720-21365-141 550030 $1,169.47 Community Enrichment 4720-21708-141 550030 $1,189.19 Community Enrichment 4720-21300-141 550030 $65,268.76 General 1020-12920-141 520130 $980.09 General 1020-12920-141 520131 $2,078.01 Total $113,212.40 ❑ Certification Not Required Director of Financial Services Date: AGENDA MEMORANDUM Future Item for the City Council Meeting of August 29, 2017 Action Item for the City Council Meeting of September 12, 2017 DATE: August 17, 2017 TO: Margie C. Rose, City Manager THRU: Mark Van Vleck, Assistant City Manager markvv@cctexas.com (361) 826-3897 Valerie H. Gray, P. E., Executive Director of Public Works valerieg@cctexas.com (361) 826-3729 FROM: Jeff H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 CAPTION: Jay Ellington, Director of Parks and Recreation jayell@cctexas.com (361) 826-3042 Construction Contract Aquatic Facility Upgrades and Improvements — West Guth Pool Bond 2012, Proposition 4 Motion authorizing the City Manager, or designee, to execute a construction contract with Progressive Commercial Aquatics, Inc. of Houston, Texas in the amount of $1,512,189 for the Aquatic Facility Upgrades and Improvements — West Guth Pool project for the base bid plus additive alternates 1, 2 and 3. (Bond 2012 Proposition 4) PURPOSE: The purpose of this Agenda Item is to obtain authority to execute a construction contract for the Aquatic Facility Upgrades and Improvements — West Guth Pool project. BACKGROUND AND FINDINGS: This is a project the last project for the Aquatic Facilities Repairs, Upgrades & Improvements, Bond 2012 Proposition 4. Bond 2012 Brochure description: "Collier Pool is one of the most utilized public facilities in the park system. Dedicated lap swimmers, open swim participants, learn to swim participants and neighborhood groups patronize the pool on a regular basis, maximizing the pool's capacity as well as the city resources used to keep it operational on a year-round basis. West Guth is the second most popular park in Corpus Christi. That pool is one of the most popular places for residents in the Northwest to congregate on hot summer day. Updates to these facilities, and other neighborhood pools, may include construction of splash pads, wading and zero depth entry pools, extension of lap lanes and swimmer amenities." The previous projects were for the Collier Pool that provided improvements under two construction projects. Package A (Pool) was awarded to Atlantis Aquatic Group on April 19, 2016 and is complete and in close out. The second project, Collier Pool Renovations Package B was awarded to Barcom on August 30, 2016 and is also complete and in close out. This project is for renovations at the West Guth Pool that is currently closed due to deteriorated conditions including cracking of the pool shell, return water gutter failures, corroded piping, and failing mechanical equipment. This project addresses these deficiencies and provides safety improvements with a zero -depth entrance. The project also includes a climbing wall, vertical play elements with spray features, and a cool deck concrete finish that enhances the use and experience. Project Scope: This project was developed with a base bid and four additive alternates described below. Base Bid — Includes pool shell repairs, new return water gutter system, replacement of the concrete pool deck, replacement of the pool filtration system and pumps with new fencing around the entire pool and pump room. The children's pool will be infilled and equipment for the pump room will be replaced. The existing restrooms, office, and shade structures will remain. The project also included up to four additive alternate items as further described below. Additive Alternate 1 — Includes a climbing wall play feature in the pool. Additive Alternate 2 — Includes vertical play elements with spray features in the new kids play area at the zero -depth entry. Additive Alternate 3 — Includes a new cool deck concrete surface treatment with the new pool deck. Additive Alternate 4 — Reduces the fencing to the pump room only. On July 19, 2017, the City received proposals from two (2) bidders and the bids are as follows: Contractor Progressive Commercial Aquatics, Inc. Houston, Texas Atlantis Aquatic Group Austin, Texas Engineer's Opinion of Probable Construction Cost Base Bid $1,386,989 $1,439,975 $1,013,000 Add Alt 1 30,000 23,154 83,000 Add Alt 2 70,200 79,982 50,000 Add Alt 3 25,000 28,887 160,450 Add Alt 4* ('15,250) {21,660} (29,250) Total $1,512,189 $1,571,998 $1,306,450 *Add Alt 4 is not recommended and therefore not included in totals. ALTERNATIVES: 1. Authorize execution of a construction contract. (Recommended) 2. Do not authorize execution of a construction contract. (Not Recommended) OTHER CONSIDERATIONS: Turner Ramirez Architects is the architect that was selected for this project under RFQ No. 2012-03 Bond 2012 and CIP Projects. CONFORMITY TO CITY POLICY: Complies with statutory requirements for construction contracts. Conforms to FY 2016-2017 Parks and Recreation Capital Improvement Planning (CIP) Budget. EMERGENCY / NON -EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Parks and Recreation 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 128,387.47 1,943,028.12 2,071,415.59 Encumbered / Expended Amount 128,387.47 128,387.47 This item 1,512,189.00 1,512,189.00 Future Anticipated Expenditures This Project 430,839.12 430,839.12 BALANCE 0.00 0.00 0.00 Fund(s): Parks and Rec Bond 2012 and Bond 2008 Comments: N/A RECOMMENDATION: City staff and Turner Ramirez Architects recommend the construction contract be awarded to Progressive Commercial Aquatics, Inc. in the amount of $1,512,189 for the base bid plus additive alternates 1, 2 and 3 for the Aquatic Facility Upgrades and Improvements — West Guth Pool project. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Presentation Form 1295 Letter of Recommendation PROJECT BUDGET ESTIMATE Aquatic Facility Upgrades and Improvements West Guth Pool BOND 2012 Proposition 4 PROJECT FUNDS AVAILABLE: Park and Recreation BOND 2012 Proposition 4 1,456,630 Park and Rec Bond 2008 Reserves 486,398 Community Enrichment Fund 128,387 TOTAL FUNDS AVAILABLE 2,071,416 FUNDS REQUIRED: Construction Fees 1,838,273 Construction (Progressive Commercial Aquatics, Inc.) BB + 3 Add Alt's - THIS ITEM 1,512,189 Contingency (10%) 151,219 Grace Paving and Construction (Parking Lot work under Minor Street IDIQ Contract) 174,865 Construction Inspection and Testing Fees' 59,012 Construction Inspection TBD (3%) 45,366 Construction Phase - Materials Testing Services (PSI) 13,646 Design and Geotechnical Fees 118,500 Architect Design (Turner Ramirez Architects & Planners) 118,500 Contract Management, Reimbursements and Miscellaneous' 55,631 Contract Administration (Eng. Svcs Admin/Finance/Capital Budget) (1.5%) 22,683 Engineering Services (Project Mgt) (2.15%) 32,448 Misc. (Printing, Advertising, etc.) 500 TOTAL 2,071,416 ESTIMATED PROJECT BUDGET BALANCE (0) PROJECT LOCATION NUECES RNER NUECES BAY SCALE: N.T.S. CORPUS CHRISTI BAY CORPUS CHRISTI INTERNATIONAL AIRPORT TEXAS A&M UNIVERSITY CORPUS CI- OSO BAY 665 43 2444 LOCATIO MAP NOT TO SCALE Project Number: E14007 AQUATIC UPGRADES WEST GUTH POOL RENOVATIONS (BOND 2012) CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES war TURNER 1 RAMIREZ ARCHITECTS August 02, 2017 Attention: J.R. Lopez Engineering Services City of Corpus Christi 1201 Leopard St., 3' Floor, P.O. Box 9277 Corpus Christi, TX 78469-927 RE: Aquatic Upgrades — West Guth Pool Renovations (Bond 2012) Mr. Lopez, Upon review of the submitted bid information for the City of Corpus Christi Aquatic Upgrades -West Guth Pool Renovations (Bond 2012) project, TurnerlRamirez Architects would like to formally recommend the use of the apparent low bidder Progressive Commercial Aquatics, Inc. If you have any questions or concerns, please do not hesitate to call me. Sincerely, Philip J. Ramirez, AIA, LEED AP Principal Architect/President TURNER I RAMIREZ ARCHITECTS 3751 S. ALAMEDA ST. I CORPUS CHRISTI, TX 78411 I TRARCH.COM Page 1 of 1 Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0. 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: 2017-251079 Date Filed: 08/17/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Progressive Commercial Aquatics, 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, Texas 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. E14007 West Guth Pool Renovations (Bond 2012) 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 if is NO Interested Party. Check only there X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. t•aaaa uuaeaaanMMAaanAAAAI,-.4AAAAAA3A AkA!y,E6. �0 P4 TFRESA J. GAFFNER My Commission Expires C ( ��� - ,�✓�c� �� i / August Oa, 2018 E 4tu -c'' ; Signature of authorized agent of contracti4 business entity t� AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said v . C /Z//S aj)(/ / , this the / 7'74` day of Lu 41c.,l- , 20 / 7 , to certify which, witness my hand and seal of office. J 6 /17.--,---4 cg lam( l[ /1J / /7 G(�%d T. ��.L':%li_ �/�. j. --h-e / E.;� f =54 Signature of officer ministering/ 41 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. cso Corpus Chr sti Engineering Aquatic Facility Upgrades and Improvements West Guth Pool BOND 2012, Proposition 4 Council Presentation August 15, 2017 Project Location AQUATIC UPGRADES WEST GUTH POOL RENOVATIONS (BOND 2012) CORPUS CHRISTI BAY OBO 0 �hrsti Engineering 2 Project Vicinity �hrsti Engineering Existing Conditions co) Corpus Chr sti Engineering The existing pool was closed 2016 due to age and deterioration of the pool structures and equipment depicted in the pictures below: Plumbing/Mechanical Equipment Project Scope �hrsti Engineering The project includes a Base Bid plus four (4) Additive Alternates as follows: Base Bid improvements are limited to the pool and pool equipment only as follows: Pool shell repairs and surface treatment Repair/replacement of the overflow system (gutters) Remove and replace the concrete pool deck New filtration, pump systems and plumbing & electrical upgrades New zero depth entry for kids play area and safety New perimeter fencing for the pool and pool equipment area Additive Alternate 1 Additive Alternate 2 — New climbing wall (Recommended for award) — New vertical play elements with spray features in the zero depth entry kids play area (Recommended) Incorporates final cool deck surface treatment to pool deck (Recommended) Additive Alternate 3 — Additive Alternate No. 1 Climbing Wall Project Scope �hrsti Engineering Additive Alternate No. 2 Splash Features Additive Alternate No. 3 Cool Deck Project Schedule �hrsti Engineering 2016 M J J A s O N 2017 2018 DJFMAMJJA OMNI alga Design Bid A Projected Schedule reflects City Council award in September 2017 with anticipated completion in April 2018. AGENDA MEMORANDUM Future Item for the City Council Meeting of August 29, 2017 Action Item for the City Council Meeting of September 12, 2017 DATE: August 23, 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: Jeff H. Edmonds, P.E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Andres Leal, Jr., P.E., Director, Street Operations andyl@cctexas.com (361) 826-1957 Professional Services Contract Bridge Rehabilitation Project (Capital Improvement Program) CAPTION: Motion authorizing the City Manager, or designee, to execute a professional services contract with LJA Engineering, Inc., of Corpus Christi, Texas in the amount of $114,950 for the Bridge Rehabilitation project. (Capital Improvement Program) (CIP). The term of this agreement is for one-year with the option to extend for two additional one-year periods for Delivery Order preparation, subject to the sole discretion of the City, based on sufficient funding and successful performance by the engineering firm. PURPOSE: The purpose of this agenda item is to execute an engineering contract with LJA Engineering, Inc., for the Bridge Rehabilitation project. BACKGROUND AND FINDINGS: There are approximately 441 bridges within the Corpus Christi city limits and Nueces County. Roadway bridges are inspected, maintained and repaired under three classifications: 1. TxDOT On -System Bridges — TxDOT inspected, maintained, and repaired (335 bridges — Nueces County). 2. TxDOT Off -System Bridges — TxDOT inspected; City maintained and repaired (70 bridges). 3. City Bridges — City inspected, maintained, and repaired (36 bridges). On -System bridges are owned and maintained by the State on the Texas Department of Transportation (TxDOT)-designated highway system. Off -System bridges are owned and maintained by any of a number of government entities and are not on the TxDOT-designated highway system. City Bridges are smaller bridges and do not meet the definition of a bridge as defined in the National Bridge Inspection Standards (NBIS). City Bridges are less than 20 feet in span. TxDOT inspects the On -System and Off -System bridges every 2 years per National Bridge Inspection Standards (N BIS). The NBIS provides specific guidelines for inspections and includes standardized forms for record keeping purposes. The results of the Off -System bridge inspections are tabulated in the "Off -System Bridge Inventory, Inspection, and Appraisal Program" (BRINSAP) report which is provided to the City every two years. Within the BRINSAP report, TxDOT identifies maintenance issues or needed repairs which the City must address. (The most recent BRINSAP report did not identify any deficiencies.) City Bridges are not currently inspected at regular intervals. However, the 2017 CIP Budget includes a project to develop a bridge asset management program. This project includes inspecting all bridges on the City Bridge System, and developing a cost estimate and prioritized list of maintenance and recommended repairs. It will also prepare IDIQ contract bid documents, and delivery orders for specific bridges and repair items. The scope for the subject contract is provided below. Project Scope: This item provides for the inspection, analysis, and preliminary cost estimates with recommended prioritization for repairs to City bridges. The project also includes the preparation of construction plans for an Indefinite Delivery Indefinite Quantity (IDIQ) construction contract. Regular bridge inspections are needed to adequately budget for required capital improvements, repairs, and maintenance. This project provides for a baseline inspection of the City bridges using the NBIS template and to establish future inspection cycles. The inspections will evaluate the conditions, opinion of probable construction costs, and prioritization for implementation of the improvements. This project also includes preparation of the IDIQ construction contract bid documents to issue Delivery Orders (DOs) for the recommended improvements. The DO preparations are an allowance that will be individually authorized and negotiated after the bridge assessment is complete. ALTERNATIVES: 1. Authorize execution of contract. (Recommended) 2. Do not authorize execution of contract. (Not Recommended) OTHER CONSIDERATIONS: This project allows the City to manage City bridge assets. CONFORMITY TO CITY POLICY: The engineering contract and selection process comply with Professional Procurement Act and City 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 Budget & Expenditures Current Year Future Years TOTALS Line Item Budget 1,000,000 1,000,000 Encumbered / Expended Amount This Item 114,950 114,950 Future Anticipated Expenditures This Project 30,500 30,500 BALANCE 854,550 854,550 Fund(s): Storm Water CIP #14 Comments: This amendment will result in expenditure not to exceed $114,950. RECOMMENDATION: City Staff recommends approval of a professional services contract with LJA Engineering, Inc., of Corpus Christi, Texas in the amount of $114,950 for the Bridge Rehabilitation project, and authorization of the City Manager to administratively exercise the two additional one-year options. LIST OF SUPPORTING DOCUMENTS: Project Budget Location Map Contract Form 1295 (in contract) Presentation PROJECT BUDGET ESTIMATE Bridge Rehabilitation FUNDS AVAILABLE: Strom Water CIP $1,000,000 TOTAL $1,000,000 FUNDS REQUIRED: Construction Fees Estimate Construction - Bridge Rehabilitation Construction - (Estimate) TBD Contingecy (10%) TBD TBD Engineering Fees: Engineering (LJA Engineering) THIS ITEM 114,950 Reimbursements: Total Reimbursements 30,500 Contract Administration (Engineering Svcs Admin/Capital Budget/Finance) 10,000 Engineering Services (Project Mgt/Constr Mgt) 20,000 Misc. (Printing, Advertising, etc.) 500 TOTAL $145,450 ESTIMATED PROJECT BUDGET BALANCE $854,550 Morgan Farm Area 0 Odem TT Sinton Rancho Chico Del Sol -Loma Linda Taft Nueces BeY Doyle Portland riot Tradewinds Gregory Faiman-County Acres Aransas P Ingleside Ingleside on the Bay orpus L,hristi Corer ..• 65 tronila Tierra Grande • CITY-WIDE PROJECT u$tang Island Slate 'arre Chapman Ranch LOCATION MAP NOT TO SCALE Project Number: E12199 Bridge Rehabilitation CITY COUNCIL EXHIBIT CITY OF CORPUS CHRISTI, TEXAS DEPARTMENT OF ENGINEERING SERVICES C Bridge Rehabilitation Corpus Chr st1 Engineering Council Presentation August 29, 2017 Location Map Corpus Chr sti Engineering Project Scope Carpus Chr sti Engineering This contract provides for : • Inspection of bridges within City limits identified as part of City Bridge System • Preparation of opinion of probable costs for maintenance and repair • Preparation of a prioritized list of projects • Preparation of IDIQ bid documents Project Scope Carpus Chr sti Engineering This contract is divided into four tasks: Task 1: Inspect 35 bridges identified as part of the City Bridge System. Prepare bridge inspection reports with maintenance & repair recommendations. Task 11: Develop opinion of probable costs for maintenance and repair recommendations. Develop a methodology for prioritizing required repairs. Task 111: Prepare IDIQ contract bid documents based on prioritized list Task IV: Prepare delivery orders for the IDIQ contract for bridges and repair items. (Fees for each delivery order to be determined.) Project Schedule Corpus Chr sti Engineering 2017 2018 SEP OCT NOV DEC JAN FEB MAR Services Project Estimate 7 Months Projected Schedule reflects City Council award in August 2017 with anticipated completion in March 2018. CITY OF CORPUS CHRISTI CONTRACT FOR PROFESSIONAL SERVICES FOR PROJECT E12199 — Bridge Rehabilitation The City of Corpus Christi, a Texas home rule municipal corporation, P.O. Box 9277, Corpus Christi, Nueces County, Texas 78469-9277 (City) acting through its duly authorized City Manager or Designee (Director) and LJA Engineering, Inc., 820 Buffalo Street, Corpus Christi, Nueces County, Texas 78401, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I — SCOPE OF SERVICES 2 ARTICLE II — QUALITY CONTROL 2 ARTICLE III — COMPENSATION 3 ARTICLE IV — TIME AND PERIOD OF SERVICE 4 ARTICLE V — OPINIONS OF COST 5 ARTICLE VI — INSURANCE REQUIREMENTS 5 ARTICLE VII — INDEMNIFICATION 5 ARTICLE VIII — TERMINATION OF AGREEMENT 6 ARTICLE IX — RIGHT OF REVIEW AND AUDIT 6 ARTICLE X — OWNER REMEDIES 7 ARTICLE XI — CONSULTANT REMEDIES 8 ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 8 ARTICLE XIII — MISCELLANEOUS PROVISIONS 9 EXHIBIT A SCOPE OF SERVICES EXHIBIT B SAMPLE PAYMENT REQUEST FORM EXHIBIT B-1 CONFIDENTIAL RATE SHEET EXHIBIT C INSURANCE REQUIREMENTS EXHIBIT D DISCLOSURE OF INTEREST EXHIBIT E CERTIFICATE OF INTERESTED PARTIES (FORM 1295) Contract for Professional Services Page 1 of 11 ARTICLE I — SCOPE OF SERVICES 1.1 The Consultant shall provide to Engineering Services its Scope of Services, to be incorporated herein and attached to this Agreement as Exhibit A. The Scope of Services shall include all associated services required for Consultant to provide such Services, pursuant to this Agreement, and any and all Services that would normally be required by law or common due diligence in accordance with the standard of care defined in Article XIII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code (UDC) or Code of Ordinances at the time of the execution of the contract, throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant will provide monthly status updates (project progress or delays) in the format requested by the City with each monthly invoice. 1.6 For design services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in City's General Conditions for Construction Contracts, excerpt attachcd as Exhibit F. 1.6.1 The Consultant agrees to serve as the City's Designer as defined in the General Conditions and will consult and advise the City on matters related to the Consultant's Scope of Services during the performance of the Consultant's services. 1.6.2 The Consultant agrees to prepare plans, specification, bid and contract documents and to analyze bids and evaluate the documents submitted by bidders in order to make an informed, written recommendation to City concerning the responsibilities of the lowest bidders. In determining a bidder's responsibilities, factors considered include, without limitation, the bidder's experience, capacity, supervision, ability to maintain project budget and schedule, past performance and safety record. ARTICLE II — QUALITY CONTROL 2.1 The Consultant agrees to perform quality assurance -quality control/constructability reviews (QCP Review). The City reserves the right to retain a separate consultant to perform additional QCP services for the City. 2.2 The Consultant will perform QCP Reviews at intervals during the Project to ensure deliverables satisfy applicable industry quality standards and meet the requirements of the Project scope. Based on the findings of the QCP Review, the Consultant must reconcile the Project Scope and the Opinion of Probable Cost (OPC), as needed. Contract for Professional Services Page 2 of 11 2.3 Final construction documents that do not meet City standards may be rejected. Consultant will not be compensated for having to resubmit documents. ARTICLE III — COMPENSATION 3.1 The Compensation for all services (Basic and Additional) included in this Agreement and in the Scope of Services for this Agreement shall not exceed $114,950. 3.2 The Consultant's fee will be on a lump sum or time and materials (T&M) basis as detailed in Exhibit A and will be full and total compensation for all services and for all expenses incurred in performing these services. Consultant shall submit a Rate Schedule, as shown in Exhibit B-1, with their proposal. City and Consultant agree that the Rate Schedule is considered confidential information that may be excluded from public disclosure under Texas Government Code Chapter 552 as determined by the Texas Attorney General. 3.3 The Consultant agrees to complete the Scope of Services in accordance with the approved project schedule and budget as defined in Exhibit A, including completing the work in phases defined therein. 3.4 The Director of Engineering Services may request the Consultant to undertake additional services or tasks provided that no increase in fee is required. Services or tasks requiring an increase of fee will be mutually agreed and evidenced in writing as an amendment to this contract. Consultant shall notify the City within three (3) days of notice if tasks requested requires an additional fee. 3.5 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. Each invoice will include the Consultant's estimate of the proportion of the contracted services completed at the time of billing. For work performed on a T&M Basis, the invoice shall include documentation that shows who worked on the Project, the number of hours that each individual worked, the applicable rates from the Rate Schedule and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.6 Principals may only bill at the agreed hourly rate for Principals (as defined in the Rate Schedule) when acting in that capacity. Principals acting in the capacity of staff must bill at applicable staff rates. 3.7 Consultant certifies that title to all services covered by a Payment Request shall pass to City no later than the time of payment. Consultant further certifies that, upon submittal of a Payment Request, all services for which Payment Requests have been previously issued and payments received from City shall, to the best of Consultant's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Consultant or other persons or entities making a claim by reason of having provided labor or services relating to this Agreement. CONSULTANT SHALL INDEMNIFY AND HOLD CITY HARMLESS FROM ANY LIENS, CLAIMS, SECURITY INTERESTS OR ENCUMBRANCES FILED BY ANYONE CLAIMING BY, THROUGH OR UNDER THE ITEMS COVERED BY PAYMENTS MADE BY CITY TO CONSULTANT. 3.8 The final payment due hereunder shall not be paid until all reports, data and documents have been submitted, received, accepted and approved by City. Final billing shall indicate "Final Bill — no additional compensation is due to Consultant." 3.9 City may withhold compensation to such extent as may be necessary, in City's opinion, to protect City from damage or loss for which Consultant is responsible, because of: 3.9.1 delays in the performance of Consultant's work; 3.9.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; Contract for Professional Services Page 3 of 11 3.9.3 damage to City; or 3.9.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.10 When the above reasons for withholding are removed or remedied by Consultant, compensation of the amount withheld shall be made within 30 days. City shall not be deemed in default by reason of withholding compensation as provided under this Agreement. 3.11 In the event of any dispute(s) between the Parties regarding the amount properly compensable for any phase or as final compensation or regarding any amount that may be withheld by City, Consultant shall be required to make a claim pursuant to and in accordance with the terms of this Agreement and follow the procedures provided herein for the resolution of such dispute. In the event Consultant does not initiate and follow the claims procedures as required by the terms of this Agreement, any such claim shall be waived. 3.12 Request of final compensation by Consultant shall constitute a waiver of claims except those previously made in writing and identified by Consultant as unsettled at the time of final Payment Request. 3.13 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV — TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of one (1) year beginning on the Effective Date. The Agreement may be renewed for up to two (2) one-year renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. For construction design services, "completion of the Project" refers to acceptance by the City of the construction phase of the Project, i.e., Final Completion. Contract for Professional Services Page 4of11 ARTICLE V — OPINIONS OF COST 5.1 The Opinion of Probable Cost (OPC) is computed by the Consultant and includes the total cost for construction of the Project. 5.2 The OPC does not include the cost of the land, rights-of-way or other costs which are the responsibility of the City. 5.3 Since Consultant has no control over a construction contractor's cost of labor, materials or equipment, or over the contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant's opinions of probable Project Cost or Construction Cost provided herein are to be made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as a design professional familiar with the construction industry, but Consultant cannot and does not guarantee proposals, bids or the construction cost shall not vary from the OPC prepared by Consultant. 5.4 The OPC must be validated and/or updated with each deliverable. If construction bids exceed the OPC, the Consultant will redesign the project to be consistent with the OPC at no additional cost to City. ARTICLE VI — INSURANCE REQUIREMENTS 6.1 Consultant must not commence work under this Agreement until all insurance required has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 6.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VII — INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees or other entity, excluding the engineer or architect or that person's agent, employee or subconsultant, over which the City exercises control ("Indemnitee") from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement or failure to pay a subcontractor or supplier committed by Consultant or its agent, Consultant under contract or another entity over which Consultant exercises control while in the exercise of rights or performance of the duties under this agreement. This indemnification does not apply to any liability resulting from the negligent acts or omissions of the City or its employees, to the extent of such negligence. Consultant shall defend Indemnitee, with counsel satisfactory to the City Attorney, from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and court costs, if the claim is not based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee. If a claim is based wholly or partly on the negligence of, fault of or breach of contract by Indemnitee, the Consultant shall reimburse the City's reasonable attorney's fees in proportion to the Consultant's liability. Consultant must advise City in writing within 24 hours of any claim or demand against City or Consultant known to Consultant related to or arising out of Consultant's activities under this Agreement. Contract for Professional Services Page 5 of 11 ARTICLE VIII — TERMINATION OF AGREEMENT 8.1 By Consultant: 8.1.1 The City reserves the right to suspend this Agreement at the end of any phase for the convenience of the City by issuing a written and signed Notice of Suspension. The Consultant may terminate this Agreement for convenience in the event such suspension extends for a period beyond 120 calendar days by delivering a Notice of Termination to the City. 8.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 8.2 By City: 8.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 8.2.2 The City may terminate this agreement for cause upon ten days written notice to the Consultant. If Consultant begins, within three days of receipt of such notice, to correct its failure and proceeds to diligently cure such failure within the ten days, the agreement will not terminate. If the Consultant again fails to perform under this agreement, the City may terminate the agreement for cause upon seven days written notice to the Consultant with no additional cure period. If the City terminates for cause, the City may reject any and all proposals submitted by Consultant for up to two years. 8.3 Termination Procedure 8.3.1 Upon receipt of a Notice of Termination and prior to the effective date of termination, unless the notice otherwise directs or Consultant takes action to cure a failure to perform under the cure period, Consultant shall immediately begin the phase-out and discontinuance of all services in connection with the performance of this Agreement. Within 30 calendar days after receipt of the Notice of Termination, unless Consultant has successfully cured a failure to perform, Consultant shall submit a statement showing in detail the services performed under this Agreement prior to the effective date of termination. City retains the option to grant an extension to the time period for submittal of such statement. 8.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. 8.3.3 Upon receipt of documents described in the Termination Procedure and absent any reason why City may be compelled to withhold fees, Consultant will be compensated for its services based upon a Time & Materials calculation or Consultant and City's estimate of the proportion of the total services actually completed at the time of termination. There will be no compensation for anticipated profits on services not completed. 8.3.4 Consultant acknowledges that City is a public entity and has a duty to document the expenditure of public funds. The failure of Consultant to comply with the submittal of the statement and documents, as required above, shall constitute a waiver by Consultant of any and all rights or claims to payment for services performed under this Agreement. ARTICLE IX — RIGHT OF REVIEW AND AUDIT 9.1 Consultant grants City, or its designees, the right to audit, examine or inspect, at City's election, all of Consultant's records relating to the performance of the Work under this Agreement, during the term of this Agreement and retention period herein. The audit, examination or inspection may be performed by a City designee, which may include its internal auditors or an outside representative engaged by City. Consultant agrees to retain its records for a minimum of four (4) years following termination of the Agreement, unless there Contract for Professional Services Page 6 of 11 is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 9.2 Consultant's records include any and all information, materials and data of every kind and character generated as a result of and relevant to the Work under this Agreement (Consultant's Records). Examples include billings, books, general ledger, cost ledgers, invoices, production sheets, documents, correspondence, meeting notes, subscriptions, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda, time sheets, payroll records, policies, procedures, and any and all other agreements, sources of information and matters that may, in City's and Consultant's reasonable judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 9.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's Records only during Consultant's regular business hours. Consultant agrees to allow City's designee access to all of Consultant's Records, Consultant's facilities and Consultant's current employees, deemed necessary by City or its designee(s), to perform such audit, inspection or examination. Consultant also agrees to provide adequate and appropriate work space necessary to City or its designees to conduct such audits, inspections or examinations. 9.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE X — OWNER REMEDIES 10.1 The City and Consultant agree that in the event the City suffers actual damages, the City may elect to pursue its actual damages and any other remedy allowed by law. This includes but is not limited to: 10.1.1 Failure of the Consultant to make adequate progress and endanger timely and successful completion of the Project, which includes failure of subconsultants to meet contractual obligations; 10.1.2 Failure of the Consultant to design in compliance with the laws of the City, State and/or federal governments, such that subsequent compliance costs exceed expenditures that would have been involved had services been properly executed by the Consultant. 10.1.3 Losses are incurred because of errors and/or omissions in the design, working drawings, specifications or other documents prepared by the Consultant to the extent that the financial losses are greater than the City would have originally paid had there not been errors and/or omissions in the documents. 10.2 The City may assert a claim against the Consultant's professional liability insurance as appropriate when other remedies are not available or offered for design deficiencies discovered during and after Project construction. 10.3 When the City incurs non -value added work costs for change orders due to design errors and/or omissions, the City will send the Consultant a letter that includes: (1) Summary of facts with supporting documentation; (2) Instructions for Consultant to revise design documents, if appropriate, at Consultant's expense; (3) Calculation of non -value added work costs incurred by the City; and (4) Deadline for Consultant's response. 10.4 The Consultant may be required to revise bid documents and re -advertise the Project at the Consultant's sole cost if, in the City's judgment, the Consultant generates excessive addenda, either in terms of the nature of the revision or the actual number of changes due to the Consultant's errors or omissions. 10.5 The City may withhold or nullify the whole or part of any payment as detailed in Article III. Contract for Professional Services Page 7 of 11 ARTICLE XI — CONSULTANT REMEDIES 11.1 If Consultant is delayed due to uncontrollable circumstances, such as strikes, riots, acts of God, national emergency, acts of the public enemy, governmental restrictions, laws or regulations or any other causes beyond Consultant's and City's reasonable control, an extension of the Project schedule in an amount equal to the time lost due to such delay shall be Consultant's sole and exclusive remedy. The revised schedule should be approved in writing with a documented reason for granting the extension. 11.2 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 11.3 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XII — CLAIMS AND DISPUTE RESOLUTION 12.1 Filing of Claims 12.1.1 Claims arising from the circumstances identified in this Agreement or other occurrences or events, shall be made by Written Notice delivered by the party making the Claim to the other party within twenty- one (21) calendar days after the start of the occurrence or event giving rise to the Claim and stating the general nature of the Claim. 12.1.2 Every Claim of Consultant, whether for additional compensation, additional time or other relief, shall be signed and sworn to by a person authorized to bind the Consultant by his/her signature, verifying the truth and accuracy of the Claim. 12.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 12.1.4 Within thirty (30) calendar days of receipt of notice and supporting documentation, City will meet to discuss the request, after which an offer of settlement or a notification of no settlement offer will be sent to Consultant. If Consultant is not satisfied with the proposal presented, Consultant will have thirty (30) calendar days in which to (i) submit additional supporting data requested by the City, (ii) modify the initial request for remedy or (iii) request Mediation. 12.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed diligently with performance of the Agreement, and City shall continue to make payments in accordance with this Agreement. 12.2 Mediation 12.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 12.2.2 Before invoking mediation, the Parties agree that they shall first try to resolve any dispute arising out of or related to this Agreement through discussions directly between those senior management representatives within their respective organizations who have overall managerial responsibility for similar projects. This step shall be a condition precedent to the use of mediation. If the parties' senior management representatives cannot resolve the dispute within thirty (30) calendar days after a Party delivers a written notice of such dispute, then the Parties shall proceed with the mediation process Contract for Professional Services Page 8 of 11 contained herein. 12.2.3.1 In the event that City or Consultant shall contend that the other has committed a material breach of this Agreement, the Party alleging such breach shall, as a condition precedent to filing any lawsuit, request mediation of the dispute. 12.2.3.2 Request for mediation shall be in writing, and shall request that the mediation commence no less than thirty (30) or more than ninety (90) calendar days following the date of the request, except upon agreement of both parties. 12.2.3.3 In the event City and Consultant are unable to agree to a date for the mediation or to the identity of the mediator or mediators within thirty (30) calendar days of the request for mediation, all conditions precedent in this Article shall be deemed to have occurred. 12.2.3.4 The parties shall share the mediator's fee. Venue for mediation shall be Nueces County, Texas. Any agreement reached in mediation shall be enforceable as a settlement agreement in any court having jurisdiction thereof. No provision of this Agreement shall waive any immunity or defense. No provision of this Agreement is a consent to suit. 12.3 In calculating the amount of any Claim or any measure of damages for breach of contract, the following standards shall apply both to claims by Consultant and to claims by City: 12.3.1 In no event shall either Party be liable, whether in contract or tort or otherwise, to the other Party for loss of profits, delay damages or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever; 12.3.2 Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong for which the other Party is claimed to be responsible. 12.4 In case of litigation between the parties, Consultant and City agree that neither party shall be responsible for payment of attorney's fees pursuant to any law or other provision for payment of attorneys' fees. Both Parties expressly waive any claim to attorney's fees should litigation result from any dispute between the parties to this Ag reement. 12.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE XIII — MISCELLANEOUS PROVISIONS 13.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement contract to any other person and/or party without the prior written consent of the other party, except for routine duties delegated to personnel of the Consultant staff. This includes subcontracts entered into for services under this Agreement. If the Consultant is a partnership or joint venture, then in the event of the termination of the partnership or joint venture, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 13.2 Ownership of Documents. Consultant agrees that upon payment, City shall exclusively own any and all information in whatsoever form and character produced and/or maintained in accordance with, pursuant to or as Contract for Professional Services Page 9 of 11 a result of this Agreement, including contract documents (plans and specifications), drawings and submittal data. Consultant may make a copy for its files. Any reuse by the City, without specific written verification or adaptation by Consultant, shall be a City's sole risk and without liability or legal exposure to Consultant. The City agrees that any modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re -use of modified plans. 13.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent licensed professionals practicing in the same or similar locality and under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 13.4 Licensing. Consultant shall be represented by personnel with appropriate licensure, registration and/or certification(s) at meetings of any official nature concerning the Project, including scope meetings, review meetings, pre-bid meetings and preconstruction meetings. 13.5 Entire Agreement. This Agreement represents the entire and integrated Agreement between City and Consultant and supersedes all prior negotiations, representations or agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the City and Consultant. 13.6 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form, attached as Exhibit D. 13.7 Certificate of Interested Parties. For contracts greater than $50,000, Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement, attached as Exhibit E. Form 1295 requires disclosure of "interested parties" with respect to entities that enter contracts with cities that exceed $50,000. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage, shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers; or (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. 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. 13.8 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/i ndex. 13.9 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws. Venue for legal proceedings lies exclusively in Nueces County, Texas. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. Contract for Professional Services Page 10 of 11 13.10 Severability. If, for any reason, any one or more Articles and/or paragraphs of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect, impair or invalidate the remaining Articles and/or paragraphs of this Agreement but shall be confined in its effect to the specific Article, sentences, clauses or parts of this Agreement held invalid or unenforceable, and the invalidity or unenforceability of any Article, sentence, clause or parts of this Agreement, in any one or more instance, shall not affect or prejudice in any way the validity of this Agreement in any other instance. 13.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant -prepared Exhibit A, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement, this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI LJA Engineering, Inc. zbr Jeff H. Edmonds, P.E. Date ''' -my D. Russell, RPL late Director of Engineering Services Vice President/Surveying Department 1480 Cornerstone Beaumont, TX 77706 (409) 866-9769 Office APPROVED AS TO LEGAL FORM jrussell@Ija.com City Attorney Date ATTEST City Secretary Date Project Name Bridge Rehabilitation Project Number E12199 Accounting Unit 3495-043 Account 550950 Activity E12199 -01 -3495 -EXP Account Category 50950 Fund Name: Storm Water 2012B Revenue Bond Contract for Professional Services Page 11 of 11 L14 820 Buffalo Street. Corpus Christi, Texas 78401 LJA ENGINEERING t 361.887.8851 f 361.887.8855 LJA com TBPE F-1386 TBPLS 10016600 August 1, 2017 PROPOSAL Mr. Jeffrey Edmonds, P.E. City of Corpus Christi Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 Re: Engineering Services Agreement Between City of Corpus Christi and LJA Engineering, Inc. Bridge Rehabilitation LJA Proposal No. 15-01585 Dear Mr. Edmonds: I. SCOPE OF WORK LJA Engineering, Inc. (LJA) is pleased to present this proposal letter to the City of Corpus Christi, Texas ("City") for engineering services to inspect 35 bridges identified as part of the City Bridge System. The Scope of Work included under this proposal is described as follows: General: Inspect 35 bridges within the city limits of the City of Corpus Christi, identified as part of the City Bridge System. Prepare Rough Order of Magnitude opinion of probable costs for maintenance and repair recommendations based on the inspection reports for each bridge. Prepare IDIQ Contract bid documents for an on call, as needed, bridge repair contract. Prepare delivery orders for the IDIQ Contract for bridges and repair items as directed by the City Project Manager. Task I: Inspect 35 bridges identified as part of the City Bridge System provided by City. The TxDOT Bridge Inventory, Inspection, and Appraisal Program (BRINSAP) template will be used for each bridge. The bridge inspection report will not require load ratings of the bridge, but will include photographs, the Scour Summary Sheet for Bridge Class Culverts and a Bridge Inspection Record. The deliverable will be 2 hard copies of the bridge inspection report for each of the 35 bridges and one electronic copy on CD. During this task, LJA will identify repair items and rough quantities for preparation of a Rough Order of Magnitude opinion of probable costs in Task II, and for preparation of an IDIQ Contract in Task III. Task II: Prepare a Rough Order of Magnitude opinion of probable costs for the 35 bridges inspected in Task I. LJA shall also develop a methodology for prioritizing the required repairs, and include a prioritized list of projects and documentation of the prioritization methodology used in a report. The deliverable will be 2 hard copies of the Prioritization and Opinion of Probable Cost report, and one electronic copy on CD. EXHIIT "A" Page 1 of 4 Mr. Jeffrey Edmonds, P.E. City of Corpus Christi August 1, 2017 Task III: Prepare IDIQ Contract bid documents based on the prioritized list developed in Task II, and limited to an estimated construction budget not to exceed $250,000. The IDIQ documents will be developed utilizing the repair items that were captured as part of Task I. Front end documents, specifications, repair drawings and estimated repair quantities will be included. Assistance with the bid phase will also be included. Construction phase services will not be included as these services will be undertaken in Task IV. Task IV: Prepare delivery orders for the IDIQ Contract for specific bridges and repair items as directed by the City Project Manager. Engineering fees for preparation of delivery orders not to exceed $25,000. (Allowance) Schedule: 1. Task I Six (6) weeks after receipt of Notice to Proceed (NTP). 2. Task II Six (6) weeks after approval of Task I submittal. 3. Task III Six (6) weeks after approval of Task II submittal 4. Task IV TBD with each delivery order EXCLUSIONS The following services are not included in the scope of work of this proposal, but can be added for additional fees, if required: • ROW surveys to determine roadway and/or drainage way boundaries. • Topographic surveys to identify existing conditions, drainage flows and possible utility conflicts. • Subsurface Utility Engineering (SUE) services • Geotechnical/materials testing services • RAS review services • Other services not specifically listed in the Scope of Work II. BASIS OF COMPENSATION LJA proposes to perform the above-described scope of work for a Fixed Fee of $114,950.00, for Task I, Task II and Task III and Task IV ($25,000 Allowance). R:\BPs-OPPORTUNITIES\BP's - 2015\15-01585 - City of Corpus Christi - Bridge Rehabilitation\Bridge Rehab Proposal\Scope and Cost Estimate for Bridge Rehab EXHIIT "A" Page 2 of 4 Mr. Jeffrey Edmonds, P.E. City of Corpus Christi August 1, 2017 C. Summary of A/E Fees: BRIDGE REHABILITATION PROJECT SUMMARY OF FEES BASIC - NA ADDITIONAL 1 Task I - Fixed Fee $35,410.00 2 Task 11 - Fixed Fee $34,540.00 3 Task III - Fixed Fee $20,000.00 4 Task IV- Allowance $25,000.00 Subtotal Additional Services $114,950.00 TOTAL AUTHORIZED FEE $114,950.00 III. SCHEDULE OF PAYMENTS AND WORK Invoices shall be submitted and paid on a monthly basis based upon engineering efforts spent at the time of invoicing. IV. OWNERSHIP OF DOCUMENTS Original documents and construction plans belong to, and remain the property of the Client, provided that the Engineer has received full compensation due, in consideration of which it is mutually agreed that the Client will use them solely in connection with the Project, except with the express consent of the Engineer. The Engineer may retain reproducible copies of such documents. Originals of the recorded plat and field books remain the property of the Engineer, and the Client may request copies be made at his expense. V. PROVIDED BY CLIENT To the extent available, client will provide LJA with the following: • Bridge record drawings • Any previous bridge report or inspection • Roadway and/or drainage way ROW drawings • Standard City front end, bid, and contract documents and applicable technical specifications. • IDIQ bid advertisement and dissemination of bid documents • IDIQ pre-bid meeting R:\BPs-OPPORTUNITIES\BP's - 2015\15-01585 - City of Corpus Christi - Bridge Rehabilitation\Bridge Rehab Proposal\Scope and Cost Estimate for Bridge Rehab EXHIIT "A" Page 3 of 4 Mr. Jeffrey Edmonds, P.E. City of Corpus Christi August 1, 2017 We appreciate the opportunity to provide these engineering services to you. If the Engineering Services Proposal is acceptable to you, please sign this Proposal and the attached Professional Services Agreement and return one copy of each to us. If you have any questions, or need any additional information, please do not hesitate to contact me at (361) 887-8851. Best Regards, ACCEPTED FOR: CITY OF CORPUS CHRISTI BY: JEFFREY EDMONDS, P.E. 8/1/17 By: Albert Franco, Jr., P.E., RPI,$ Date Project Manager Printed Name glen 4011 Date: D. Russell, R.P.L.S. Date resident/Surveying Division AEF/JDR/dcr Attachment R:1BPs-OPPORTUNITIESIBP's - 2015115.01585 - City of Corpus Christi - Bridge Rehabllitation1Bridge Rehab Proposal\Scope and Cost Estimate for Bridge Rehab EMIT "A" Page 4 of 4 Basic Services: Preliminary Phase Design Phase Bid Phase Construction Phase Subtotal Basic Services Additional Services: Permitting Warranty Phase Inspection Platting Survey O & M Manuals SCADA Subtotal Additional Services Summary of Fees: Basic Services Fees Additional Services Fees Total of Fees COMPLETE PROJECT NAME Project No. XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Contract Amd No. 1 Amd No. 2 Contract $1,000.00 $0.00 $0.00 $1,000.00 $2,000.00 $1,000.00 $0.00 $3,000.00 $500.00 $0.00 $250.00 $750.00 $2,500.00 $0.00 $1,000.00 $3,500.00 $6,000.00 $1,000.00 $1,250.00 $8,250.00 $0.00 $2,000.00 $0.00 $0.00 $2,000.00 $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $1,627.00 $1,627.00 TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD $2,000.00 $1,120.00 $1,627.00 $4,747.00 $6,000.00 $1,000.00 $1,250.00 $8,250.00 $2,000.00 $1,120.00 $1,627.00 $4,747.00 $8,000.00 $2,120.00 $2,877.00 $12,997.00 Current Invoice Previous Invoice Total Invoice $0.00 $1,000.00 $1,000.00 $1,000.00 $500.00 $1,500.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1,000.00 $1,500.00 $2,500.00 0.0% $500.00 $0.00 $500.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 TBD TBD TBD TBD TBD TBD TBD TBD TBD $500.00 $0.00 $500.00 $1,000.00 $1,500.00 $2,500.00 $500.00 $0.00 $500.00 $1,500.00 $1,500.00 $3,000.00 Notes: If needed, update this sample form based on the contract requirements. If applicable, refer to the contract for information on what to include with time and materials (T&M). Sample form for: Payment Request AE Contract Revised 02/01/17 Remaining Percent Balance Complete $0.00 100.0% $1,500.00 50.0% $750.00 0.0% $3,500.00 0.0% $5,750.00 30.3% $1,500.00 25.0% $1,120.00 0.0% $1,627.00 0.0% TBD TBD TBD TBD TBD TBD $4,247.00 10.5% $5,750.00 30.3% $4,247.00 10.5% $9,997.00 23.1% EXHIBIT B-1 CONFIDENTIAL RATE SHEET Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. Final determination of confidentiality will be made by the Texas Attorney General. DOCUMENTATION OF PROVISIONAL / OVERHEAD RATES: Overhead rate documentation has been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates below. PRINCIPALS: The Consultant must provide documentation with each payment request that clearly indicates how a Principal's time is allocated and the justification for that allocation. PRINCIPAL(S): HOURLY RATE ($/h r) TX REGISTRATION #: Project Consultant: CAD Technician: Clerical: Other — specify: SUBCONSULTANT(S): (firm) Principal(s): Project Consultant: CAD Technician: Clerical Other — specify: Add additional subconsultants as needed. Exhibit B-1 Confidential Rate Sheet Page 1 of 1 EXHIBIT C Insurance Requirements Pre -Design, Design and General Consulting Contracts 1.1 Consultant must not commence work under this agreement until all required insurance has been obtained and such insurance has been approved by the City. Consultant must not allow any subcontractor to commence work until all similar insurance required of any subcontractor has been obtained. 1.2 Consultant must furnish to the Director of Engineering Services with the signed agreement a copy of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. 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 PROFESSIONAL LIABILITY (Errors and Omissions) $1,000,000 Per Claim If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. 1.3 In the event of accidents of any kind related to this agreement, Consultant must furnish the City with copies of all reports of any accidents within 10 days of the accident. 1.4 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.5 Consultant shall be required to submit a copy of the replacement certificate of Rev 07/16 Exhibit C Page 1 of 2 insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.6 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.6.1 Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation or non -renewal of coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 1.7 Within five (5) calendar days of a suspension, cancellation or non -renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1.8 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.9 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.10 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1.11 It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. Rev 07/16 Exhibit C Page 2 of 2 ISUPPLIER NUMBER oilTO BE ASSIGNED BY CITY PURCHASING DIVISION City of Corpus Christi CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: LJA Engineering, Inc. P. O. BOX: P.O. Box 2927 STREET ADDRESS: 820 Buffalo St. FIRM IS: 1. Corporation 4. Association CITY: Corpus Christi ZIP: 78401- 2. Partnership 5. Other 3. Sole Owner DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee Patrick D. Veteto, P.E. Coastal Bend Council of Governments 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Patrick D. Vetet (Type or Print) Signature of Certifying Person: itle: Vice President DEFINITIONS Date: March 9, 2017 a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Forms provided by Texas Ethics Commission www.ethics.state.tx. us Version V1.0.277 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-176970 Date Filed: 03/09/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. LJA Engineering, 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. E12199 Bridge Rehabilitation 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. a/ ✓,t��. ,w DIANA C RAMIREZ ` /-\� ^! My Commission Expires November 11 2017 ` Signature of authorized agent of contractin usiness entity ^ A .q -P 1 i' this the q *6 day of 1la r h AFFIX Sworn 20 NOTARY STAMP / SEAL ABOVE to and subscribed before me, by the said i , to certify which, witness my hand and A rk 0 rt. zed seal of office. C. - .mirez (Liu,., Ass1- CL C Pbic{n,a Ait,..% Signature of officer administering oa Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx. us Version V1.0.277 AGENDA MEMORANDUM Future Item for the City Council Meeting of August 29, 2017 Action Item for the City Council Meeting of September 12, 2017 DATE: TO: August 29, 2017 Margie C. Rose, City Manager FROM: Andres Leal, Jr., P.E., Director of Street Operations andyl@cctexas.com (361) 857-1957 Kim Baker, Assistant Director of Financial Services -Purchasing Division Kim B2@cctexas.com (361) 826-3169 Supply Agreement for Concrete CAPTION: Motion authorizing City Manager, or designee, to execute a supply agreement with Custom -Crete, LLC, of Euless, Texas for the purchase of concrete in response to Request for Bid No. 958 based on the lowest responsive, responsible bid for a total amount not to exceed $105,700.00 with an estimated expenditure of $8,808.33 in FY2016-2017 and funded by the Storm 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. PURPOSE: This item is to approve a supply agreement for concrete. The concrete will be used by the Street Department for repairs throughout the City. BACKGROUND AND FINDINGS: Concrete is needed by the Street Department to perform required work related to concrete repairs for curb, gutter, sidewalks, aprons, walkways, etc. for residential and commercial areas as needed. Concrete consists of 3000 PSI 5/8" pea gravel or greater includes fly ash, water reducer, and/ or water accelerator. The Purchasing Division conducted a competitive Request for Bid process to obtain bids for a new contract. The City received one response. Staff is recommending the award to the lowest, responsive, responsible bidder, Custom -Crete, LLC. 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: Storm Water Operations FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $277,108.75 $96,891.67 $374000.42 Encumbered / Expended Amount $115,396.40 $0.00 $115,396.40 This item $8,808.33 $96,891.67 $105,700.00 BALANCE $152,904.02 $0.00 $152,904.02 Fund(s): Storm Water Fund Comments: The initial contract term total is $105,700.00, of which $8,808.33 is funded in FY2016-17. The total estimated contract value will be $ 317,100.00 if all options years are executed. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Supply Agreement Bid Tabulation CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: Cynthia Perez BID TABULATION RFB 958 Concrete TOTAL: $105,700.00 Custom -Crete, LLC Euless, Texas Item Description Qty. Unit Unit Price Extended Price 1 Concrete 3000 PSI - 5/8" Rock 800 CY $129.00 $103,200.00 2 Delivery Charge (if applicable) 100 EA $25.00 $2,500.00 TOTAL: $105,700.00 SUPPLY AGREEMENT NO. 958 Concrete for Curb and Gutter Work THIS Concrete for Curb and Gutter Work Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Custom -Crete, LLC ("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 Concrete for Curb and Gutter Work in response to Request for Bid No. 958 ("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 Concrete for Curb and Gutter Work 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 twelve months. 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 Supplier and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $105,700.00, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 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: Maggie Ware Department: Streets Phone: 361-826-1875 Email: maggiew@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: Maggie Ware Title: Management Assistant Address: 2525 Hygeia Corpus Christi, TX 78415 Fax: 361-826-1627 IF TO SUPPLIER: Custom-Crete,LLC DBA Mobile -Crete Attn: Dean Kittel Title: Territory Sales Manager Address: 331 N. Main Euless, TX 76039 Fax: N/A 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 M UST, 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: �'-` '4' `'4-°✓ Title: Date: pi exia,ev — G s „) - Ce e...":4__ ,u.C.-- ,fol -70/7 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. 958 Exhibit 2: Supplier's Bid Response City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 7 of 7 Attachment A - Scope of Work 1.1 General Requirements/Background Information Concrete is needed by the City Street Department to perform required work to replace curb, gutter, driveway, sidewalk and walkways for residential and commercial areas. The Contractor shall provide Concrete for Curb and Gutter Work for the Street Department as outlined in this Scope of Work. 1.2 Scope of work A. The Contractor shall supply concrete with 3000 PSI 5/8" pea gravel (or greater) to job sites for residential / commercial curb and gutter in various locations throughout the City of Corpus Christi as needed. Concrete of 3000 PSI 5/8" pea gravel or greater includes fly ash, water reducer, and/ or water accelerator. The clear majority of loads average at least nine cubic yards. Ten percent of loads are shorter than nine cubic yards and require use of dye. B. The Contract Administrator shall initiate the call to order the quantities needed. C. Supplier shall not impose a minimum order. The City will be able to order any amount at any time. 1.3 Work Site and Conditions Concrete shall be delivered and poured via concrete truck to various locations throughout the City as requested. 1.4 Supplier Quality Control and Superintendence The Supplier shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Supplier will also provide supervision of the work to insure it complies with the contract requirements. 1.5 Special Instructions Supplier must be able to supply the cement within 7 days. All cement delivered shall have an accompanying delivery ticket listing the items purchased. Attachment B - Bid /Pricing Schedule 1.. 2. 3. 4. /2-11zrb' 7 CITY OF CORPUS BID FORM MON RFB No. 958 Concrete Supplier 7- CHRISTI for Curb and Authorized .„4 Signature: Ir•� Terms and arrived at independently, any other Bidder and the Disclosure pursuant to the Code and company is of all addenda the bid form. Bidders Gutter Work PAGE 1 OF 1 �'– �.�IIs .... it:.ei Ili X852 MC Date: Bidder: Refer completing Quote In submitting a. The communication, competition b Bidder on enc#: c. Bidder required d. Bidder Bidders Responsive M - Cre-I'L Mobile � j�j to "Instructions to Bidders" and Contract bid. your best price for each item. this bid, Bidder certifies That': prices in this bid have been or agreement with about prices; is an. Equal Opportunity Employer; file with City's purchasing office, true. is current with all taxes due governmental agencies. acknowledges receipt and review must not write over or revise if the bid form is modified. Conditions before without consultation, or competitor, for restricting of Interest information of Ordinances, is current in good standing with all for this RFB. will be considered Non - Item Description UNIT QTY Unit Price Total Price 1. Concrete 3000 PSI -5/8" Rock CY 800 1 I23 # 103 200 2. Delivery Charge (if applicable) Each 100 ` 2.°f - $ 2 5'O Page 19 of 19 Attachment C -Insurance Requirements CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained_and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Manager one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 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. Page 1 of 3 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 per the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement about operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, except for 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 Page 2 of 3 Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2016 Insurance Requirements Streets Concrete Supplier 10/04/2016 my Risk Management Page 3 of 3 Attachment D - Warranty Requirements No warranty requirements for this supply agreement; Section 8. Warranty is null for this supply agreement. 6 AFFIDAVIT REBECCA KUHL NOTARY PUBLIC STATE Of TEXAS COMM18840N EXPI JULY 15.2018 AFFIX NOTARY STAMP / SEAL ABOVE I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct Signature of authorized agent of contracting business entity Sworn to and subscribed before me, by the said in 61-01,141-" 21 certify which, witness my hand and seal of office. '= • Signature of o icer administer ng oath , this the Lao% day of , e C -CA IC6 Al Aj&-ilSeV Rt 014 L, 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 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: 2017-247813 Date Filed: 08/10/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Custom -Crete LLC Euless, 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. of Corpus Christi 3 _..1City 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. 958 Concrete materials for curb and gutter improvements 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 6 AFFIDAVIT REBECCA KUHL NOTARY PUBLIC STATE Of TEXAS COMM18840N EXPI JULY 15.2018 AFFIX NOTARY STAMP / SEAL ABOVE I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct Signature of authorized agent of contracting business entity Sworn to and subscribed before me, by the said in 61-01,141-" 21 certify which, witness my hand and seal of office. '= • Signature of o icer administer ng oath , this the Lao% day of , e C -CA IC6 Al Aj&-ilSeV Rt 014 L, 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) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of the contract, agreement, obligation or expenditure described below is in the Treasury to the credit of the Fund specified below, from which it is to be drawn, and has not been appropriated for any other purpose. Future payments are subject to annual appropriation by the City Council. City Council Action Date: September 12, 2017 Legistar Number: 17-0696 Agenda Item: Motion authorizing City Manager, or designee, to execute a supply agreement with Custom - Crete, LLC, of Euless, Texas for the purchase of concrete in response to Request for Bid No. 958 based on the lowest responsive, responsible bid for a total amount not to exceed $105,700.00 with an estimated expenditure of $8,808.33 in FY2016-2017 and funded by the Storm 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. Amount Required: $ 8,808.33 Fund Name Accounting Unit Account No. Activity No. Amount Storm Water 4300-32003-051 520130 $8,808.33 Total $8,808.33 ❑Certification Not Required Director of Financial Services Date: AGENDA MEMORANDUM Future Item for the City Council Meeting of August 29 2017 Action Item for the City Council Meeting of September 12, 2017 DATE: August 29, 2017 TO: Margie C. Rose, City Manager FROM: 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 Cement Stabilizing Sand Supply Agreement CAPTION: Motion authorizing City Manager, or designee, to execute a supply agreement with Aaron Concrete Contractors, of Aransas Pass, Texas for the supply of cement stabilizing sand in response to Request for Bid No. 1152 based on the lowest responsive, responsible bid for a total amount not to exceed $297,828.94, with an estimated expenditure of $24,819.08 in FY2016-2017. 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 item is to approve a supply agreement for cement stabilizing sand for the Utilities Department. BACKGROUND AND FINDINGS: The daily operations of the Utilities Department, which includes emergency repairs and line location requires Cement Stabilizing Sand for backfilling repairs made to street water lines, and for backfilling around water line repairs. The Purchasing Division conducted a competitive Request for Bid process to obtain bids for a new contract. The City received two responses. Staff is recommending the award to the lowest responsive, responsible bidder, Aaron Concrete Contractor. ALTERNATIVES: None OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $522,283.93 $273,009.86 $795,293.79 Encumbered / Expended Amount $442,618.05 $0.00 $442,618.05 This item $24,819.08 $273,009.86 $297,828.94 BALANCE $54,846.80 $0.00 $54,846.80 Fund(s): Water, Wastewater, Stormwater Comments: The initial contract term total is $297,828.94, of which $24,819.08 will be funded in FY2016-17. The total estimated contract value will be $893,486.82 if all options years are executed. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Supply Agreement Bid Tabulation CITY OF CORPUS CHRISTI PURCHASING DIVISION BID TABULATION TITLE: RFB 1152 -Supplier for Cement Stabilizing Sand BUYER: Cynthia Perez Supplier 1 Supplier 2 Aaron Concrete Contractor Aransas Pass, TX G.P. Transport Gregory, TX ITEM DESCRIPTION Unit QTY UNIT PRICE EXTENDED PRICE UNIT PRICE EXTENDED PRICE 1 Cement Stabilizing Sand Yards 4,286 $ 32.75 $ 140,366.50 $ 40.50 $ 173,583.00 2 Cushion Sand Yards 4,800 $ 12.75 $ 61,200.00 $ 11.75 $ 56,400.00 3 Sandy Loam Yards 1,200 $ 21.00 $ 25,200.00 $ 25.50 $ 30,600.00 4 5/8 Rock Yards 857 $ 49.62 $ 42,524.34 $ 42.50 $ 36,422.50 5 Cement Sand Yards 857 $ 33.30 $ 28,538.10 $ 26.50 $ 22,710.50 TOTAL $297,828.94 $319,716.00 SUPPLY AGREEMENT NO. 1152 Cement Stabilizing Sand THIS Cement Stabilizing Sand Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Aaron Concrete Contractors ("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 Cement Stabilizing Sand in response to Request for Bid No. 1152 ("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 Cement Stabilizing Sand 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 twelve months. 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 Supplier and the City Manager. 3. Compensation and Payment. The total value of this Agreement is not to exceed $297,828.94, 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: Joanna Moreno Department: Utilities Department Phone: (361) 826-1649 Email:joannam@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of City's invoice. 8. Warranty. The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free of liens or encumbrances. In addition, the products purchased under this City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 2 of 7 Agreement shall be warranted by the Supplier or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Supplier be considered an employee of the City. 12. Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid. In using subcontractors, the Supplier is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Supplier. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Supplier and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 3 of 7 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Joanna Moreno Title: Contract Administrator Address: 2726 Holly Road, Corpus Christi, Texas 78415 Fax: (361) 826-1715 IF TO SUPPLIER: Aaron Concrete Contractors Attn: Ryan Harrison Title: Manager Address: P.O. Box 2210, Aransas Pass, Texas 78336 Fax: N/A 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 M UST, 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: Title: Date: 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. 1 152 Exhibit 2: Supplier's Bid Response City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 7 of 7 Attachment A- Scope of Work 1.1 General Requirements/Background Information The Supplier shall provide and deliver various materials for the City of Corpus Christi Utilities Department as outlined in this Scope of Work. These materials will be used for backfilling repairs made to street water lines, and for backfilling around water line repairs. 1.2 Scope of Work A. The Supplier shall supply the City of Corpus Christi with various types of cement stabilizing sand. B. The Contract Administrator shall initiate the call to order the quantities needed. The Supplier will deliver and unload the material(s) ordered within twenty-four (24) hours of order placement. MATERIAL REQUIREMENTS: 1. The materials to be delivered under this agreement are as follows: Item Weight Cement Stabilizing Sand 4,286 Yards Cushion Sand 4,800 Yards Sandy Loam 1,200 Yards 5/8 Rock 857 Yards Cement Sand 857 Yards RFB Template Revised 04.06.17 1.3 Delivery Requirements 1. Deliveries shall be made to the following location: Utilities Materials Yard, 5352 Civitan, Corpus Christi, Texas 78415. 2. The Supplier will deliver between 8:00 am and 5:00 pm, Monday through Friday, excluding holidays, unless specific arrangements have been made. 3. The Supplier will provide a shipping and delivery ticket listing a description of items and quantity delivered. 1.4 Contractor Quality Control and Superintendence The Supplier shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. RFB Template Revised 04.06.17 Attachment B - Bid Pricing/Schedule Date: Bidder: CITY OF CORPUS CHRISTI BID FORM PURCHASING DIVISION RFB No. 1152 Supplier for Cement Stabilizing Sand Ov-6 Signature:Authorized PAGE 1 OF 1 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. 4. Bidders must not write over or revise the bid form. Bidders will be considered Non - Responsive if the bid form is modified. Item Description UNIT QTY Unit Price Total Price 1 Cement Stabilizing Sand Yards Yards 4,286 4,800 3..2, 75- /7r / /'/o 3“-cf, 2 Cushion Sand 3 Sandy Loam Yards 1,200 4 5/8 Rock Yards 857 5 Cement Sand Yards 857 33,30 20',5-38 1° Total _______ ***Item 4 correct price is $42,524.34 ** Total price is $297,828.94 Attachment C - Insurance Requirements CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30 -day advance written notice of cancellation, non -renewal, material change or termination required on all certificates and policies. Bodily Injury and Property Damage Per occurrence - aggregate COMMERCIAL GENERAL LIABILITY including: 1. Commercial Broad Form 2. Premises — Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury $1,000,000 Per Occurrence $2,000,000 Aggregate AUTO LIABILITY (including) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employers Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2017 Insurance Requirements Utilities — Materials Yard at Civitan and Holly Delivery of Rock and Sand: Cement Stabilizing, Cement, Sandy Loam & Cushion 04/03/2017 sw Risk Management Attachment D - Warranty Requirements No warranty requirements for this supply agreement; Section 8. Warranty is null for this supply agreement. CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2017-245944 Date Filed: 08/07/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. aaron concrete contractors Aransas pass , TX United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. city of corpus christi 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. RFB. 1152 providing cement stabilized sand, cushion sand, 5/8 rock, sandy loam and cement sand. 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. 1,34,Y PVA SYLVIA M GONZALES NOTARY PUBLIC * �(� * STATE OF TEXAS j 4"' ID # 13065376-4 My Comm. Expires 05-09-2020 Signature of authorized agent of contracting business entity AFFIX Sworn NOTARY STAMP / SEAL ABOVE to and subscribed before me, by the said //�� '',, //,n, LL ( i-f:(- /V tiK.C.Ir , this the day of 20 ((, to certify which, witness my hand and seal-bf office. 1 J AVlGz 2G( M. C �711L�S / WJ if ab /l v Signature of officer adm Bring 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 29, 2017 Action Item for the City Council Meeting of September 12, 2017 DATE: August 29, 2017 TO: Margie C. Rose, City Manager FROM: 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 Sodium Hypochlorite Supply Agreement CAPTION: Motion authorizing City Manager, or designee, to execute a supply agreement with Brenntag Southwest, Inc., of Longview, Texas for the purchase of Sodium Hypochlorite ("chemical") in response to Request for Bid No. 1149 based on the lowest responsive, responsible bid for a total amount not to exceed $1,498,465.05, with an estimated expenditure of $124,872.09 in FY2016-2017 and funded by the Utilities 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. PURPOSE: This item is to approve a supply agreement for Sodium Hypochlorite for Water and Wastewater Treatment Plants. BACKGROUND AND FINDINGS: The Wastewater Department uses Sodium Hypochlorite for disinfection of treated effluent at four Wastewater Treatment Plants. The Water Department will use this chemical at the Sand Dollar Pump Station to boost the disinfection properties of the potable drinking water. Purchasing Division conducted a competitive Request for Bid process to obtain bids for a new contract. The City received two responsive, responsible bids, one incomplete bid and one no bid, and is recommending the award to the lowest responsive, responsible bidder, Brenntag Southwest, Inc. ALTERNATIVES: None OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY / NON -EMERGENCY: Non -emergency. DEPARTMENTAL CLEARANCES: Utilities Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $8,379,721.89 $1,373,592.96 $9,753,314.85 Encumbered / Expended Amount $7,975,811.47 $0.00 $7,975,811.47 This item $124,872.09 $1,373,592.96 $1,498,465.05 BALANCE $279, 038.33 $0.00 $279, 038.33 Fund(s): Wastewater and Water Comments: The initial contract term is for a total amount not to exceed $1,498,465.05, with an estimated expenditure of $124,872.09 to be funded in FY2016-17. The total estimated contract value will be $4,495,395.15 if all options years are executed. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Supply Agreement Bid Tabulation CITY OF CORPUS CHRISTI PURCHASING DIVISION BUYER: Cynthia Perez 1.1 Delivered to Broadway Treatment Plant 1.2 Delivered to Oso Treatment Plant 1.3 Delivered to Allison Treatment Plant 1.4 Delivered to Laguna Madre Treatment 1.5 Delivered to Sand Dollar Pump Station 1.6 Delivered to Staples Pump 1.7 Unloading Delays BID TABULATION RFB 1149 SODIUM HYPOCHLORITE *Supplier did not bid on all items. Brenntag Southwest Longview, Texas *Commercial Chemical Products Houston, Texas dpc Industries, Inc. Corpus Christi, Texas Univar USA, Inc. Kent, WA Qty Unit 676,888 GAL $0.5349 $362,067.39 No bid $0.5897 $399,160.85 1,500,000 GAL $0.5349 $ 802,350.00 No bid $0.5897 $884,550.00 175,248 GAL $0.5349 $ 93,740.16 No bid $0.5897 $103,343.75 150,000 GAL $0.5349 $ 80,235.00 No bid $0.5897 $88,455.00 57,600 GAL $2.05 $ 118,080.00 $ 1.24 $71,424.00 $ 2.14 $123,264.00 Site fill Totes 75,000 GAL $0.53 $ 40,117.50 No bid $ 0.69 $51,930.00 25 HR 75.00 1,875.00 No bid 75.00 $1,875.00 $1,498,465.05 $71,424.00 $1,652,578.60 No bid *Supplier did not bid on all items. SUPPLY AGREEMENT NO. 1149 Sodium Hypochlorite THIS Sodium Hypochlorite Supply Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home -rule municipal corporation ("City") and Brenntag Southwest, Inc. ("Supplier"), effective for all purposes upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Sodium Hypochlorite in response to Request for Bid No. 1149 ("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 Sodium Hypochlorite 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 $1,498,465.05, 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 this Agreement, including deductions for non-performance and City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 1 of 7 authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name:Joanna Moreno Department: Utilities Department Phone: (361) 826-1649 Email:joannam@cctexas.com 5. Insurance. Before performance can begin under this Agreement, the Supplier must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 6. Purchase Release Order. For multiple -release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City department or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such time as the products are delivered and accepted by the City. 7. Inspection and Acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of City's invoice. 8. Warranty. The Supplier warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free of liens or encumbrances. In addition, the products purchased under this Agreement shall be warranted by the Supplier or, if indicated in Attachment City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 2 of 7 D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator 10. Non -Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Supplier be considered an employee of the City. 12. Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid. In using subcontractors, the Supplier is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Supplier. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Supplier and its employees had performed the work. 13. Amendments. This Agreement may be amended or modified only by written change order signed by both parties. Change orders may be used to modify quantities as deemed necessary by the City. City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1 /16 Page 3 of 7 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes, unemployment taxes and all other related taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand -delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Joanna Moreno Title: Contract Administrator Address: 2726 Holly Road, Corpus Christi, Texas 78415 Fax: (361) 826-1715 IF TO SUPPLIER: Brenntag Southwest, Inc. Attn: W. Thomas Crain, Jr. Title: President Address: 610 Fisher Road, Longview, Texas 75604 Fax: (972) 218-3501 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 M UST, 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: Title: Date: 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. 1 149 Exhibit 2: Supplier's Bid Response City of Corpus Christi Supply Agreement Standard Form Approved as to Legal Form 7/1/16 Page 7 of 7 Attachment A - Scope of Work 1.1 General Requirements/Background Information A. The Supplier shall provide 10-15% Sodium Hypochlorite Solution (Aqueous) as outlined in this Scope of Work to be used at the City of Corpus Christi Water and Wastewater Treatment Plants. This chemical is used for disinfection of the water and wastewater and must conform to all the requirements of this specification. 1.2 Scope of work The Supplier shall provide with every delivery a chemical analysis for each chemical shipment, which shall include % sodium hypochlorite by weight, available chlorine by weight, % excess sodium hydroxide by weight, specific gravity of the solution, and general appearance as outlined in the product specifications. MATERIAL REQUIREMENTS: The Sodium Hypochlorite Solution (Aqueous) delivered under this agreement will meet the following specifications: Item Weight Sodium hypochlorite concentration 10 - 15% Sodium chloride concentration 5 - 13% Sodium hydroxide concentration < 0.5% Iron contamination, mg/L < 2 Copper contamination, mg/L < 1 pH 12.5 - 13.5 RFB Template Revised 04.06.17 1.3 Delivery and Weighing Requirements 1. The Supplier will be responsible for unloading the chemical. The Supplier shall provide any special equipment necessary for unloading, up to and including, hoses, connections, compressors, etc. 2. The Supplier must provide an affidavit of compliance to the City of Corpus Christi stating that at the time of delivery the chemical furnished under the release order complies with all applicable requirements of this specification. 3. City of Corpus Christi Plant Supervisors, or their designee, may take a sample of any chemical shipment for testing prior to unloading of the chemical. In addition, approximately every three (3) months during the supply agreement, the City will take a random sample of the chemical upon delivery. This sample will be sent to an independent laboratory chosen by the City, and tested for all items outlined in the product specifications. 4. The Plant Supervisor may reject any chemical shipments that contain a concentration of any component outside the allowable concentration range as specified in the product specifications. 5. Deliveries of Sodium Hypochlorite solution must be by drivers thoroughly trained and familiar with the related hazards, safety measures, and spill cleanup procedures for sodium hypochlorite solution. All spills and leakage, regardless of size must be properly and immediately cleaned up by Supplier's personnel. The Supplier shall be required to respond to any and all such emergencies within eight (8) hours of being notified. 6. The Contractor shall allow two (2) hours "unloading time" for each chemical shipment, starting from the time the load enters the plant site to the time the unloading of the chemical shipment is completed. Unloading of the chemical is complete when unloading apparatus is disconnected from storage facilities and secured, and a designated City of Corpus Christi representative has signed all delivery tickets for each respective load. Any unloading time in excess of two (2) hours which is directly attributable to the City will be paid for at the unit price bid for "Unloading Delays," rounded and prorated to the nearest quarter hour. This amount shall be included with the invoice for payment for that particular load of chemical. 7. Shipment(s) will be in approximately 4,000 gallons to maximum 16,000 gallon lots. Shipment deliveries to the Sand Dollar Pump Station will be in 1,100 gallon one-way totes of 10% Sodium Hypochlorite solution. Shipment deliveries to the Staples Pump station will be in bulk of 12.5% Sodium Hypochlorite solution. Each RFB Template Revised 04.06.17 chemical shipment must be weighed on a state certified truck scale located within the city limits of Corpus Christi before delivery to and after unloading at the wastewater treatment plants. 8. The Supplier shall be responsible for mailing a legible copy of each chemical shipment weight "ticket" to the respective City of Corpus Christi Water and Wastewater Plant Supervisor within 5 business days of delivery of the chemical. Payments to the Supplier will not be processed unless this requirement is met. 9. Deliveries shall be made between 8:00 a.m. and 5:00 p.m., Monday through Sunday, excluding holidays, unless specific arrangements are made otherwise. 10.Orders will be placed by telephone or email. The Supplier will deliver the amount of Sodium Hypochlorite solution ordered within twenty-four (24) hours of order placement. No minimum or maximum purchase of Sodium Hypochlorite is guaranteed by the City within the duration of the contract. 1.4 Deliveries will be made to the following locations: Broadway Treatment Plant - 1402 W. Broadway, Corpus Christi, Texas Oso Treatment Plant - 601 Nile, Corpus Christi, Texas Allison Treatment Plant - 4101 Allison Drive, Corpus Christi, Texas Laguna Madre Treatment Plant - 201 Jester, Corpus Christi, Texas Sand Dollar Pump Station* - 14201 Sand Dollar Avenue, Corpus Christi, Texas Staples Pump Station* - 5501 County Road 43, Corpus Christi, Texas *Reference Delivery Requirements Item #7 in Section 4.3, page 19. 1.5 Other Requirements 1. All materials supplied must comply with all requirements and standards of the Occupational Safety and Health Act (OSHA). All appropriate markings shall be in place before delivery. Items not meeting OSHA specifications will be refused. 2. The Supplier shall base its billing and quantity for each chemical shipment on "local" certified weight tickets for the delivery of Sodium Hypochlorite Solution, by weight in pounds, based on actual percentage of Available Chlorine by weight, as indicated in the chemical analysis for that load. RFB Template Revised 04.06.17 3. The Supplier must submit the chemical analysis, weight ticket, and bill of lading with each invoice. 4. Prior to initial use of the Sodium Hypochlorite solution, and annually thereafter, the Supplier shall conduct a minimum of two (2) training seminars for the City's operating personnel on the application and control of the Sodium Hypochlorite solution, and shall include the following: a. Basic chemical properties of the Sodium Hypochlorite solution b. Safety training c. Equipment operation/set up d. Safety Data Sheet 1.6 Contractor Quality Control and Superintendence The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. The Supplier will also provide supervision of the work to insure it complies with the contract requirements. RFB Template Revised 04.06.17 Page 21 of 22 vsc ;= Ili Attachment B - Bid/Pricing Schedule CITY OF CORPUS CHRISTI BID FORM PURCHASING DIVISION RFB No. 1149 RFB Sodium Hypochlorite 4c. p09.0 1852 PAGE 1 OF 1 Date: August 2. 2017 Authorized Bidder: Brenntag Southwest, Inc. Signature: /..- 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. in submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Purchasing office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. 4. Bidders must not write over or revise the bid form. Bidders will be considered Non - Responsive if the bid form is modified. Item Description UNIT QTY Unit Price Total Price 1 Broadway Plant GAL 676,888 $0.5349/GaI $362,067.39 2 Oso Plant GAL 1,500,000 $0.5349/GaI $802,350.00 3 Allison Plant GAL 175,248 $0.5349/Gal $93,740.16 4 Laguna Madre Plant GAL 150,000 $0.5349/Gal $80,235.00 5 Sand Dollar Pump Station (1,100 gallon one way totes) -10% solution GAL 57,600 $2.051Ga1 $118,080.00 6 Staples Pump Station (bulk) - 12.5% solution GAL 75,000 $0.53491Ga1 $40,117.50 7 Unloadin• Dela HR 25 $75.00/Hour $1,875.00 Total . � _ .� $1,498,465.05 Attachment C - Insurance Requirements CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of the subcontractor has been obtained. B. 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) 1. Owned 2. Hired and Non -Owned 3. Rented/Leased $1,000,000 Combined Single Limit WORKERS'S COMPENSATION (All States Endorsement if Company is not domiciled in Texas) Employer's Liability Statutory and complies with Part II of this Exhibit. $500,000/$500,000/$500,000 POLLUTION LIABILITY (Including Cleanup and remediation) $1,000,000 Per Incident Limit $1,000,000 Aggregate C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non -renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non -renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2017 Insurance Requirements Utilities Supply and Deliver 10-15% Sodium Hypochlorite Solution (Aqueous) 06/28/2017 sw Risk Management Attachment D - Warranty Requirements No warranty requirements for this supply agreement; Section 8. Warranty is null for this supply agreement. CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 S 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: 2017-221077 Date Filed: 06/08/2017 Date Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Brenntag Southwest, Inc. Longview, 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. 1149 Sodium Hypochlorite 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Brenntag North America, Inc. Reading, PA United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT AFFIX Sworn 20 I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. a,�;.riY /.. . KRISLATARY CADEPUBLICNHEAO NO . • • :«; ID/I 130800221 (A) t (1/ 9rf or ti Gomm. Exp. iki-20-2020 Signature of authorized agent f contracting business entity j�� i '� / ,,�� ,this the � day of NOTARY STAMP / SEAL ABOVE to and subscribed before me, bythe said f01? U. l� `7 % , to certify which, witness my hand and seal of office. i 2M2%/_i 'Ke tr i L t - �1tri. S Sig :ture o officer administering oath Printed name of officer administering oath Title of officer . 'ministering o. h o =orms Provided by TRYac Fthirc r nmmi .,. Version V1.0.883 AGENDA MEMORANDUM City Council Meeting of August 29, 2017 DATE: August 21, 2016 TO: Margie C. Rose, City Manager FROM: Tom Schmid, President and CEO of Texas State Aquarium Texas State Aquarium Update STAFF PRESENTER(S): Name 1 2. 3. OUTSIDE PRESENTER(S): Title/Position Department Name Title/Position Organization 1. Tom Schmid President & CEO Texas State Aquarium 2. BACKGROUND: With the opening of the new Caribbean Journey at the Texas State Aquarium, the city has experienced a strong summer tourism season. The briefing will cover information regarding Aquarium attendance, visitor origin, and preliminary information from recent research that the CVB has commissioned regarding tourism drivers in the city. It will also cover how HOT funding has been utilized this year, and plans for 2018. LIST OF SUPPORTING DOCUMENTS: Presentation — Corpus Christi CVB Tourism Brand Health Study August 29, 20 Corpus Christi CVB Tourism Brand Health Stud iition to the TSA, the USS Lexington, Schlitterbahn, and Se um/Memorial are opportunities to attract RGV travelers What are the favorite attractions or activities that could motivate you to visit Corpus Christi (Please select up to 3 of your top choice Austin ■ Houston ■ San Antonio RGV Beaches (North, Gulf, etc.) Texas State Aquarium USS Lexington Shoreline Boardwalk, Marina and Seawall Padre Island National Seashore Culinary Experiences (Gulf Seafood, Mexican rood/Tacos, etc.] Schlitterbahn Ambiance/relaxation of the area Bayfront and Downtown Corpus Christi Special events (such as concerts, conferences, festivals, sports events, etc.) Fishing adventures Selena Museum/Memorial Statue Family/Friends live in Corpus Christi 20% 18% -v% 3U E �ae6 J'°!a 95/ 12% q° 1.29'0 1 r5% 11 14% Df 4% o- 0 lirdiN 1010 13°x6 i7. Attractions with an overage of tO% or mora endorsement across diver markets. See Appendix for all extraction scares, fie—And 4e 1th Aftiriv 20% 18% 25°l 29% 32% 24% �IiIA_Q1 :hes and the TSA are top trip motivators for Corpus visitors visitors What are the favorite attractions or activities that could motivate you to visit Corpus Christi (Please select up to 3 of your top choices) by Have ever visited Corpus Christi Yoe Beochos (North, Gulf, etc.) gNo Texas StataAquarlum — — 27% USS Lexington J -rr 164i 22% it% Padre Isiund IEaUanol Seashore — —� 21% Sharellne Boardwalk, Marino and Seawall Culinary Experiences (Gulf Seafood, Mexicon Food/Taws, etc) - 1 11% 15% Sohl Ittarbaho A rnblanca/ ralaxation of tho aroo Fishing advanturas Spoclol ovants (such as concerts, conforances, festivals, sports grants, etc.) Bayfront and Downtown Carpus Christi Family/Frlands !Ivo fn Corpus Christi Solana Museum/Montarfal Statue South Texas Botanical Garden Shopping/Retail Opportunlilas Museum of Sc lance and History None of these Wind and Water Sports (such as kayaking, surfing, paddle boarding, ate.) Art Musaerm of South Taxes H u rdco na Allay Water Park Blydlrtg Art Center of Corpus Christi Bob Hall Plar South Taxes Instituto for the Arta 1,318 (Yes—Have visited CC) and 1,319 (No -Have not visited CC). anNIWINa4% iNdiTaMil 14% 11% 35% 38% 44% Schlitterbahn i slightly more motivating foi non -visitors sti Brand Health Study 08/01/1 AGENDA MEMORANDUM for the City Council Meeting of August 29, 2017 DATE: July 14, 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 Clarence Wittwer, Director of Water clarencew@cctexas.com 361-826-1874 UPDATE TO CITY COUNCIL Control Network Architecture Upgrade for O.N. Stevens Water Treatment Plant (ONSWTP) High Service No. 3 STAFF PRESENTER(S): Name 1. Clarence Wittwer 2. Dan Grimsbo 3. Rafael Martinez OUTSIDE PRESENTER(S): Name 1. BACKGROUND: Title/Position Department Director of Water Water Utilities Executive Director Water Utilities Water Utilities Water Plant Manager Water Utilities Title/Position Organization The existing High Service Pump Bldg. No. 1 (HSPB#1) at the ONSWTP was placed into service over 60 years ago and is experiencing severe deterioration impacting the reliability and capacity for the Texas Commission on Environmental Quality approved Alternate Capacity Requirement (ACR) plan and future demands. In October 2013, the City awarded a professional services contract for designing a new High Service Pump Bldg. No. 3 to replace the HSPB#1. The design work was accomplished in late 2015. Currently, the construction of the ONSWTP HSPB#3 project is on-going, and scheduled for completion in September 2019. During the design phase, considering project budget constraint and cost saving, the City staff and the Design Engineer decided to fully make use of the existing control system and equipment. Although the current design met the requirements of codes and specifications, and provided operational and reliable control system for HSPB#3, it may result in increased complexity of operations, maintenance, and reduced reliability. With the City's competitive sealed bidding process for construction, the final construction contract price is $21,650,000 which is much lower than the Engineer's Opinion of Probable Construction Cost of $23,500,000. Thus, with the significant construction cost savings, the City staff is proposing a professional services contract amendment and construction change order to upgrade the current control network architecture design. The proposed upgrades will make the control system more reliable, more maintainable, and less complex. The purpose of this briefing memo is to obtain authority to administratively proceed with a professional services contract amendment (NOT to exceed $50,000), and a construction change order (NOT to exceed $200,000) for upgrading the current control network architecture. LIST OF SUPPORTING DOCUMENTS: Presentation Council Presentation August 29, 2017 Background • Project E11066 — ONSWTP High Service Pump Building No.3 under construction • City's competitive sealed bidding process for construction made the construction contract value $1.85 Million lower than OPCC. • During the Design Phase, considering project budget constraint and cost saving, it was decided to fully make use of the existing control system and equipment. • Although current design met the requirements of codes and specifications, and provided operational and reliable control system for HS#3, it may result in increased complexity of operations, maintenance, and reduced reliability in a long-term vision. 2 Current Controls Design CLEAR WELL#1 HS 1 ELECTRICAL R)CF.". INSTRUMENTATION CONTROLS -11. EXISTING PLC PCR -2 CONTROLS STARTER HS -3 HS- PUMPS IHER CLEAR WELL#2 INSTRUMENTATION ITEMS IN RED INDICATE CHANGES `VFD: VARIABLE FREQUENCY DR§VE 'HS: HIGH SERVICE `PLC: PROGRAMMABLE LOGIC CONTROLLER 'RIO: REMOTE INPUT/OUTPUT 'PCR POWER CONTROL ROOM 3 Proposed Controls Design CLEAR WELL 1 INSTRUMENTATION DEMO ENISTVNG PLC AND A00 NEW PLC PCR -2 HS -3 f'"` ADDITIONAL CODE -� HS„' PUMPS EWEN ONER S-2 CONTROLS POWER DEMO DOTING PLC AND ADD NEW PLC POPMESTS CLEAR WELL#2 INSTRUMENTATION 'ITEMS IN REO INDICATE CHANGES 'VFD: VARIABLE FREQUENCY DRIVE HIGH SERVICE "PLC: PROGRAMMABLE LOGIC CONTROLLER 'RIO: REMOTE INPUTIOUTPUT `PCR POWER CONTROL ROOM ADDRIOHAL CODE 4 Recommendation • Final construction contract price for project ($21,650,000) • Engineer's Opinion of Probable Construction Cost ($23,500,000) • As a result of the final construction contract price being lower than the Engineer's Opinion of Probable Construction Cost, the Utilities Department would like to propose an upgrade to the current control network through a construction change order. • The proposed upgrades include new remote input/output control system to replace old control systems for a long-term O&M considerations. 5 Benefits from Upgrades Control system will be; • more reliable • more maintainable • less complex 6 Schedule Impact • Current Completion Date: Sept. 3rd , 2019 • It is the Engineer's Opinion that the current construction schedule for the project should not be impacted due to these changes if professional services contract can be awarded in the next 2 months (by Sept. 15th) so that the design can be executed by end of 2017 Motion Request Obtain authority to administratively proceed with Control System Upgrade for ONSWTP High Service Pump Building No.3 through • A Professional Service Contract Amendment (NOT to exceed $50,000) • A Construction Change Order (NOT to exceed $200,000) 8 AGENDA MEMORANDUM City Council Meeting of August 29, 2017 DATE: August 24, 2017 TO: Mayor and Council FROM: Rebecca Huerta, City Secretary RebeccaH@cctexas.com (361) 826-3105 Discussion regarding Appointments to Charter Review Ad Hoc Committee STAFF PRESENTER(S): Name Title/Position 1. Rebecca Huerta City Secretary 2. Miles Risley City Attorney BACKGROUND: Department At the July 11, 2017 Council meeting, Council Member Lucy Rubio made a motion d to add a future agenda item regarding the appointment of a Charter Review Committee, which was seconded and passed unanimously. Attached are the minutes from the March 18, 2017 Council meeting, when the last discussion regarding the charter review process was held. In today's presentation, staff would like to discuss what election date the Council prefers for the charter amendment election in order to create a timeline for appointments and other key aspects of the charter amendment process. LIST OF SUPPORTING DOCUMENTS: Minutes — 3-18-17 Council Meeting: Charter Review Discussion City Council Meeting Minutes March 28, 2017 council agenda after the city council has a workshop on this item. 35. Supply Agreement for Sodium Bisulfite for the Wastewater Treatment Plant Motion authorizing City Manager, or designee, to execute a supply agreement with Southern Ionics, Inc., of West Point, Mississippi for the purchase of Sodium Bisulfite ("chemical") in response to Request for Bid No. 1026 based on the lowest, responsive, responsible bid for a total amount not to exceed $372,677.81, with an estimated expenditure of $155,282.42 in FY2016-2017 and funded by the Wastewater Fund. The term of the agreement is for one year with an option to extend for up to two additional one year periods, subject to the approval of the supplier and the City Manager or designee. This Motion was recommended to the consent agenda. 36. Motion authorizing renewal of property insurance Motion authorizing the City Manager to execute all documents necessary to renew property insurance, including All Risk, Flood, Named Storm, Wind/Hail, Earthquake, and Equipment Breakdown insurance through Carlisle Insurance Agency, Broker of Record, for upcoming policy year (May 5, 2017 -May 5, 2018) and policy years 2018-19 and 2019-20 in exchange for an annual premium in amounts not to exceed the total amount of original bid ($2,001,750) and further subject to the reduced premium of $1,952,914.52 for upcoming policy year, of which $797,217.16 is required for the remainder of FY 2016-2017. This Motion was recommended to the consent agenda. Q. BRIEFING: (ITEM 37) 37. Process for City Charter Review Mayor Pro Tem Rubio referred to Item 37. City Secretary Rebecca Huerta stated that the purpose of this item is to begin preliminary discussions regarding review of the City Charter Review. Per state law, the Charter may not be amended more than every two years, 730 days. The next available uniform election date would be on November 5, 2019. City Secretary Huerta provided the following discussion topics for City Council input: who would lead the comprehensive review of the Charter; the proposal process; and the appointment process the Council would prefer to use for the Charter Review Committee members. Council members discussed the following topics: an overall comprehensive review of the entire Charter; a charter commission comprised of citizens with support by in-house legal staff; simplifying the language in the Charter; nominations for the committee to be made by each individual council member Corpus Christi Paye 22 Printed on 4/7/2017 City Council Meeting Minutes March 28, 2017 and confirmed by a majority of the City Council; and revisiting the discussion after the upcoming special election for mayor. R. LEGISLATIVE UPDATE: Mayor Pro Tem Rubio referred to the Legislative Update. Director of Intergovermental Relations Tom Tagliabue provided updates on the following legislation: revenue cap bill; school financing; short-term vacation rentals; small cell node technology; transportation network companies; immigration enforcement; tree regulations; plastic bag bans; manufactured home communities; local debt issuance; use of the rainy day fund to address the Defense Economic Adjustment Assistance Grant (DEAAG) Program; possible budgets cuts for universities; transportation funding; prohibiting tax abatements for windfarms; and the seller's disclosure bill. Council members discussed providing feedback on the City's position on bills and fuel tax. S. EXECUTIVE SESSION: (ITEMS 39 and 411 Mayor Pro Tem Rubio referred to Executive Session Items 39 and 41. The Council went into executive session at 6:57 p.m. The Council retumed from executive session at 7:54 p.m. 39. Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning litigation (In re Mark Scott) and other legal issues related to Article II of the Charter of the City of Corpus Christi, matters related to eligibility to serve on City Council, term limits, the application of term limits provisions of the City Charter to Mark Scott, the application of candidacy qualification provisions by the City Secretary and presiding officer, and timing issues related thereto, candidacy qualifications pursuant to the Texas Election Code, Texas Election Code 145.003, litigation relating to the aforementioned issues, and other legal questions related thereto. This E -Session Item was withdrawn. 41. Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to annexation, disannexation, apportionment of extra -territorial jurisdiction between municipalities, interlocal agreements with water districts and neighboring municipalities, contracts for the potential economic development agreement(s) with entities that are considering the construction, expansion, and/or ownership of industrial facilities that will be consumers of water and wastewater services and pursuant to Texas Government Code § 551.087 to discuss confidential commercial or financial information pertaining to the aforesaid business prospect(s) that the City seeks to have locate, stay or expand in or near the territory of the City and with which the City may conduct Corpus Christi Page 23 Printed on 4/7/2017